quest capital value fund 485(b) 2006

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WYbVWiYt+l47Dd9GijiZF4iwUEXAFCZVUHFDQhEy9ETronbM5nYr73nEemdxg+U6 srhRGs2IfPnm8b93jY+oGw== 0000728889-06-000207.txt : 20060228 0000728889-06-000207.hdr.sgml : 20060228 20060228122455 ACCESSION NUMBER: 0000728889-06-000207 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20060228 DATE AS OF CHANGE: 20060228 EFFECTIVENESS DATE: 20060228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST CAPITAL VALUE FUND INC CENTRAL INDEX KEY: 0000799029 IRS NUMBER: 132527171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-04797 FILM NUMBER: 06649615 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QFV DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19870111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER QUEST CAPITAL VALUE FUND INC CENTRAL INDEX KEY: 0000799029 IRS NUMBER: 132527171 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 333-16881 FILM NUMBER: 06649616 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: QUEST FOR VALUE DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: QFV DUAL PURPOSE FUND INC DATE OF NAME CHANGE: 19870111

0000799029 S000008498 OPPENHEIMER QUEST CAPITAL VALUE FUND INC

C000023330 A

C000023331 B

C000031353 C

C000031354 N

485BPOS 1 questcapvalue.htm quest capital value fund 485(b) 2006

Registration No. 333-16881
File No. 811-4797

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 13 [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. 24

- ------------------------------------------------------------------------------
OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
- ------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)

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

(Registrant's Telephone Number, including Area Code): (303) 768-3200

- ------------------------------------------------------------------------------
Robert G. Zack, Esq.
- ------------------------------------------------------------------------------
OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street 11th Floor
New York, New York 10281-1008
(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box):

[ ] immediately upon filing pursuant to paragraph (b)
[X] on February 28, 2006 pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on _______________ pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on _______________ pursuant to paragraph (a)(2)
of Rule 485

If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.

Oppenheimer
Quest Capital Value Fund, Inc. SM

Prospectus dated February 28, 2006

Oppenheimer Quest Capital Value Fund, Inc. is a mutual fund that seeks
capital appreciation. It invests mainly in common stocks, and other equity
securities believed to be undervalued in the marketplace.

This Prospectus contains important information about the Fund's objective,
and its investment policies, strategies and risks. It also contains important
information about how to buy and sell shares of the Fund and other account
features. As with all mutual funds, the Securities Please read this Prospectus
and Exchange Commission has not approved carefully before you invest and or
disapproved the Fund's securities nor keep it for future reference has it
determined that this Prospectus is about your account. accurate or complete. It
is a criminal offense to represent otherwise.

[logo] OppenheimerFunds
The Right Way to Invest

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment
Strategies

Main Risks of Investing in the Fund

The Fund's Past Performance

Fees and Expenses of the Fund

About the Fund's Investments

How the Fund is Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Website
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares

Shareholder Account Rules and Policies

Dividends, Capital Gains and Taxes

Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Principal Investment Strategies

WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common
stocks of U.S. issuers that the portfolio manager believes are undervalued in
the marketplace. The Fund may invest in other equity securities, such as
preferred stocks, warrants and debt securities convertible into common
stocks. These investments are more fully explained in "About the Fund's
Investments," below.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? In
selecting securities for the Fund, the Fund's portfolio manager, who is
employed by the Sub-Advisor, Oppenheimer Capital LLC (the "Sub-Advisor"),
uses a "value" approach to investing. The portfolio manager searches for
securities of companies believed to be undervalued in the marketplace, in
relation to factors such as a company's assets, earnings, growth potential
and cash flows. This process and the inter-relationship of the factors used
may change over time and its implementation may vary in particular cases.
Currently, the selection process includes the following techniques:
o A "bottom up" analytical approach using fundamental research to

evaluate particular issuers before considering industry trends,
evaluating each issuer's characteristics, financial results and
management.
o A search for securities of companies believed to be undervalued and
having a high return on capital, strong management committed to
shareholder value, and positive cash flows.
o Ongoing monitoring of issuers for fundamental changes in the company
that might alter the portfolio manager's initial expectations about
the security and might result in a decision to sell the security.

WHO IS THE FUND DESIGNED FOR? The Fund is designed for investors seeking
capital appreciation over the long term. Those investors should be willing to
assume the risks of short-term share price fluctuations that are typical for
a fund emphasizing investments in equity securities. Since the Fund does not
seek income and its income from investments will likely be small, it is not
designed for investors needing current income or preservation of capital.
Because of its focus on long-term growth, the Fund may be appropriate for a
portion of a retirement plan investment. The Fund is not a complete
investment program.

Main Risks of Investing in the Fund

All investments have risks to some degree. The Fund's investments in stocks
and bonds are subject to changes in their value from a number of factors,
described below. There is also the risk that poor security selection by the
Sub-Advisor will cause the Fund to underperform other funds having a similar
objective. As an example, the portfolio manager's "value" approach to
investing could result in fewer Fund investments in stocks that become highly
valued by the marketplace during times of rapid market advances. This could
cause the Fund to underperform other funds that seek capital appreciation but
that employ a growth or non-value approach to investing.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term
volatility at times may be great. Because the Fund currently focuses on
investments in equity securities, the value of the Fund's portfolio will be
affected by changes in the stock markets. The Fund's net asset values per
share will fluctuate as the values of the Fund's portfolio securities change.
A variety of factors can affect the price of a particular stock and the
prices of individual stocks do not all move in the same direction uniformly
or at the same time. Different stock markets may behave differently from each
other.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry. The Fund does not limit its investments to issuers in a
particular market capitalization range or ranges. The stock prices of
large-cap issuers tend to be less volatile than the prices of mid-cap and
small-cap companies in the short term, but these companies may not afford the
same growth opportunities as mid-cap and small-cap companies.

RISKS OF SMALL-CAP AND MID-CAP STOCKS. The Fund may invest in stocks of
small- or medium-size companies ("small-cap" or "mid-cap" stocks). Small-cap
companies are often newer companies that may have limited product lines or
markets for their products, limited access to financial resources and less
depth in management skill than larger, more established companies. It may
take a substantial period of time before the Fund realizes a gain on an
investment in a small-cap company, if it realizes any gain at all.

Mid-cap stocks tend to be more sensitive to changes in an issuer's
earnings expectations than the stocks of larger companies. While small- and
mid-cap stocks may offer greater opportunities for long-term capital
appreciation than the stocks of larger, more established companies, they also
involve greater risk of loss and price fluctuation. Since small- and mid-cap
companies typically reinvest a high proportion of earnings in their own
businesses, they may lack the dividend-yield that could help cushion their
total return in a declining market. Many small- and mid-cap stocks are traded
in over-the-counter markets and tend to have lower trading volumes than large
capitalization securities. Therefore, they may be less liquid than stocks of
larger exchange-traded issuers and the Fund could have greater difficulty
selling a security at an acceptable price, especially in periods of market
volatility.

RISKS OF FOREIGN INVESTING. The Fund can buy securities of companies in
developed and underdeveloped countries. While the Fund has no limits on the
amounts it can invest in foreign securities, currently it does not intend to
invest more than 25% of its net assets in securities of issuers in any single
foreign country or more than 5% of its net assets in companies or government
issuers in emerging market countries.

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

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental,
economic or monetary policy in the U.S. or abroad, or other political and
economic factors. These risks could cause the prices of foreign stocks to
fall and could therefore depress the Fund's share price.

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

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form
the overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and its prices per share. Particular
investments and investment strategies have risks. The Fund is also subject to
the risk that the stocks the Sub-Advisor selects will underperform the stock
market, the relevant indices or other funds with similar investment
objectives and strategies. These risks mean that you can lose money by
investing in the Fund. When you redeem your shares, they may be worth more or
less than what you paid for them. There is no assurance that the Fund will
achieve its investment objective.

In the short term, the stock markets can be volatile, and the price of
the Fund's shares can go up and down substantially. The Fund generally does
not use income-oriented investments to help cushion the Fund's total return
from changes in stock prices. In the OppenheimerFunds spectrum, the Fund is
generally more conservative than aggressive growth stock funds, but has
greater risks than funds that invest in both stocks and bonds or in
investment-grade debt securities.

- ------------------------------------------------------------------------------
An investment in the Fund is not a deposit of any bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other
government agency.
- ------------------------------------------------------------------------------

The Fund's Past Performance

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

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

Annual Total Returns (Class A) (as of 12/31 each year)
[See appendix to prospectus for data in bar chart showing the annual total
returns]

Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns may
be less than those shown.

Returns including periods prior to 3/3/97 have been adjusted to reflect
expenses in effect as of that date, because the Fund's Class A shares were
previously "capital" shares of the Fund that bore no expenses while the Fund
was a closed-end investment company.

For the period from 1/1/05 through 12/31/05, the cumulative return (not
annualized) before taxes for Class A shares was 9.25%.

During the period shown in the bar chart, the highest return (not
annualized) before taxes for a calendar quarter was 19.34% (4th Qtr `98) and
the lowest return (not annualized) before taxes for a calendar quarter was
- -14.38% (3rd Qtr `01).

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

Average Annual Total Returns 5 Years 10 Years
for the periods ended (or life of (or life of
December 31, 2005 1 Year class, if less) class, if less)

2/13/87) 2.97% 5.42% 9.96%
Return Before Taxes 1.37% 4.65% 6.89%
Return After Taxes on
Distributions 3.89% 4.49% 7.11%
Return After Taxes on
Distributions and Sale of
Fund Shares

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

S&P 500 Index (reflects no
deduction for fees, expenses
or taxes) 4.91% 0.54% 9.07%(1)

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

Class B Shares (inception 3.40% 5.51% 9.64%
3/3/97)

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

Class C Shares (inception 7.29% 5.85% 9.32%
3/3/97)

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

Class N Shares (inception 7.83% 6.91% N/A
3/1/01)

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

(1) From 12/31/95 The Fund commenced operations on 2/13/87 as a closed-end
investment company with two classes of shares, income shares and capital shares.
Capital shares were entitled to all gains and losses but bore no expenses.
Income shares bore all of the Fund's operating expenses. The Fund redeemed its
income shares and converted to an open-end fund on 3/3/97. The capital shares
were designated as Class A shares, which bear their allocable share of Fund
expenses.

The Fund's average annual total returns in the table include the applicable
sales charges: for Class A, the current maximum initial sales charge of 5.75%;
for Class B, the contingent deferred sales charges of 5% (1-year) and 2%
(5-year); and for Class C and Class N, the 1% contingent deferred sales charge
for the 1-year period. Because Class B shares convert to Class A shares 72
months after purchase, Class B "life-of-class" performance does not include any
contingent deferred sales charge and uses Class A performance for the period
after conversion. Returns for Class A reflect the historical performance of the
Fund's previous capital shares as adjusted for the fees and expenses of Class A
in effect on 3/3/97 (without giving effect to any fee waivers). Returns for
periods after 3/3/97 through 2/28/99 are net of the Manager's waiver of certain
fees and the Distributor's waiver of certain distribution fees.

The returns measure the performance of a hypothetical account and assume
that all dividends and capital gains distributions have been reinvested in
additional shares. The performance of the Fund's Class A shares is compared to
the S&P 500 Index, an unmanaged index of equity securities. The index
performance includes reinvestment of income but does not reflect transaction
costs, fees, expenses or taxes. The Fund's investments vary from those in the
index.

Fees and Expenses of the Fund

The following tables are provided to help you understand the fees and
expenses you may pay if you buy and hold shares of the Fund. The Fund pays a
variety of expenses directly for management of its assets, administration,
distribution of its shares and other services. Those expenses are subtracted
from the Fund's assets to calculate the Fund's net asset values per share. All
shareholders therefore pay those expenses indirectly. Shareholders pay other
transaction expenses directly, such as sales charges. The numbers below are
based on the Fund's expenses during its fiscal year ended October 31, 2005.

Shareholder Fees (charges paid
directly from your investment):

- ------------------------------------------------------------------------------
- --------------------------------------------------------------------------
Class A Class B Class C Class N
Shares Shares Shares Shares
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

Maximum Sales Charge 5.75% None None None
(Load) on purchases (as

% of offering price)
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

Maximum Deferred Sales
Charge (Load) (as % of

the lower of the None(1) 5%(2) 1%(3) 1%(4)
original offering price
or redemption proceeds)
- --------------------------------------------------------------------------

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

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

- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class A Class B Class C Class N
Shares Shares Shares Shares
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Management Fees 0.85% 0.85% 0.85% 0.85%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------

Distribution and/or 0.23% 1.00% 1.00% 0.50%
Service (12b-1) Fees

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

Other Expenses 0.26% 0.40% 0.39% 0.73%

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

Total Annual Operating 1.34% 2.25% 2.24% 2.08%
Expenses

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

Expenses may vary in future years. The "Other Expenses" in the table are
based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary
undertaking to the Fund to limit these fees to 0.35% of average daily net
assets per fiscal year for all classes. That undertaking may be amended or
withdrawn at any time. After the waiver, the actual "Other Expenses" and
"Total Annual Operating Expenses" as percentages of daily net assets were
0.41% and 1.76% for Class N. Class A, Class B, and Class C were as shown
above.
Effective January 1, 2003, the Board voluntarily reduced the Class A
asset-based sales charge to zero, resulting in a 12b-1 fee of 0.25%. The
Board of Directors can set the rate of the asset-based sales charge on Class
A shares up to 0.25% of average annual net assets.

1. A contingent deferred sales charge may apply to redemptions of investments
of $1 million or more ($500,000 for certain retirement plan accounts) of
Class A shares. See "How to Buy Shares" for details.
2. Applies to redemptions in first year after purchase. The contingent
deferred sales charge gradually declines from 5% to 1% in years one through
six and is eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of a retirement plan's first
purchase of Class N shares.

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

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

- --------------------------------------------------------------------------------
If shares are redeemed: 1 Year 3 Years 5 Years 10 Years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Class A Shares $704 $978 $1,271 $2,105

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

Class B Shares $731 $1,011 $1,418 $2,165(1)

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

Class C Shares $330 $708 $1,213 $2,603

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

Class N Shares $313 $658 $1,130 $2,435

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

- --------------------------------------------------------------------------------
If shares are not 1 Year 3 Years 5 Years 10 Years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Class A Shares $704 $978 $1,271 $2,105

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

Class B Shares $231 $711 $1,218 $2,165(1)

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

Class C Shares $230 $708 $1,213 $2,603

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

Class N Shares $213 $658 $1,130 $2,435

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

In the first example, expenses include the initial sales charge for Class A
and the applicable Class B, Class C and Class N contingent deferred sales
charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include contingent
deferred sales charges.

1. Class B expenses for years 7 through 10 are based on Class A expenses,
since Class B shares automatically convert to Class A shares 72 months after
purchase.

About the Fund's Investments

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

The Fund's investment manager, OppenheimerFunds, Inc., (the "Manager"),
has engaged the Sub-Advisor, Oppenheimer Capital LLC, to select securities
for the Fund's portfolio. The Sub-Advisor tries to reduce risks by carefully
researching securities before they are purchased. The Fund attempts to reduce
its exposure to market risks by diversifying its investments, that is, by not
holding a substantial amount of stock of any one company and by not investing
too great a percentage of the Fund's assets in any one company. Also, the
Fund does not concentrate 25% or more of its assets in investments in any one
industry.

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

Stock Investments. The Fund invests mainly in common stocks and other equity
securities to seek capital appreciation. They can be securities issued
by domestic or foreign companies. While the Fund can invest in
securities of issuers of small, medium or large market capitalization,
the Sub-Advisor currently focuses investments on mid-size companies and
larger.

At times, the Fund may increase the relative emphasis of its
investments in the securities of issuers in a particular industry, or
of a particular capitalization or a range of capitalizations, depending
on the Sub-Advisor's judgment about market and economic conditions.
Stocks of issuers in a particular industry may be affected by changes
in economic conditions, government regulations, availability of basic
resources or other events that affect that industry more than others.
To the extent that the Fund increases the relative emphasis of its
investments in a particular industry, its share prices will fluctuate
in response to events affecting that industry.

Foreign Investing. The Fund can buy foreign securities that are listed on a
domestic or foreign stock exchange, traded in domestic or foreign
over-the-counter markets, or represented by American Depository
Receipts or other similar receipts. The Fund may invest to a limited
degree in emerging markets, which have greater risks than developed
countries, such as less developed trading markets and possibly less
liquidity, unstable governments and economies, and greater risks of
nationalization and restrictions on foreign ownership, making these
investments more volatile than other foreign investments. The risks
could cause the prices of foreign stocks to fall and could therefore
depress the Fund's share prices. The Fund will hold foreign currency
only in connection with buying and selling foreign securities.

CAN THE FUND'S INVESTMENT OBJECTIVE AND POLICIES CHANGE? The Fund's Board of
Directors can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to
this Prospectus. Fundamental policies cannot be changed without the approval
of a majority of the Fund's outstanding voting shares. The Fund's investment
objective is a fundamental policy. Other investment restrictions that are
fundamental policies are listed in the Statement of Additional Information.
An investment policy is not fundamental unless this Prospectus or the
Statement of Additional Information says that it is.

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

Debt Securities. The Fund can also invest in debt securities, such as U.S.
government securities and domestic and foreign corporate and government
bonds and debentures. Short-term debt securities can be selected for
liquidity pending the purchase of other investments or to have cash to
pay for redemptions of Fund shares.

The debt securities the Fund buys may be rated by nationally recognized
rating organizations or they may be unrated securities assigned an
equivalent credit rating by the Sub-Advisor. The Fund's investments in
debt securities, including convertible debt securities, can be above or
below investment grade in credit quality. The Fund is not required to
sell a security if its rating falls after the Fund buys it. However,
the Sub-Advisor will monitor those investments to determine whether the
Fund should continue to hold them. Rating definitions of national
rating agencies are described in Appendix A to the Statement of
Additional Information.

o Credit Risk. Debt securities are subject to credit risk. Credit risk is
the risk that the issuer of a security might not make interest and
principal payments on the security as they become due. If the issuer
fails to pay interest, the Fund's income might be reduced, and if the
issuer fails to repay principal, the value of that bond and of the
Fund's shares might be reduced. A downgrade in an issuer's credit
rating or other adverse news about an issuer can reduce the market
value of that issuer's securities.

o Interest Rate Risk. The values of debt securities are subject to change
when prevailing interest rates change. When prevailing interest rates
fall, the values of already-issued debt securities generally rise. When
prevailing interest rates rise, the values of already-issued debt
securities generally fall. The magnitude of these fluctuations will
often be greater for longer-term debt securities than for shorter-term
debt securities. The Fund's share prices can go up or down when
interest rates change because of the effect of the changes in the value
of the Fund's investments in debt securities.

o Special Credit Risks of Lower-Grade Securities. All debt securities are
subject to some degree of credit risk. Credit risk relates to the
ability of the issuer to meet interest or principal payments on a
security as they become due. The Fund can invest up to 25% of its
assets in "lower-grade" securities commonly known as "junk bonds."
These are debt securities rated lower than "Baa" by Moody's Investors
Service, Inc. or "BBB" by Standard & Poor's Ratings Service or that
have comparable ratings from another rating organization or that are
unrated securities assigned a comparable rating by the Sub-Advisor.

Higher yielding lower-grade bonds, whether rated or unrated, have
greater risks than investment grade securities. They may be subject to
greater market fluctuations and risk of loss of income and principal
than investment grade securities. There may be less of a market for
them and therefore they may be harder to sell at an acceptable price.
There is a relatively greater possibility that the issuer's earnings
may be insufficient to make the payments of interest and principal due
on the bonds. These risks mean that the Fund's net asset value per
share may be affected by declines in value of these securities.

Other Equity Securities. While the Fund emphasizes investments in common
stocks, it can also buy preferred stocks, warrants and securities
convertible into common stock. Convertible securities can be considered
to be "equity equivalents" because of the conversion feature and in that
case their credit rating has less impact on the Sub-Advisor's investment
decision than in the case of other debt securities.

Money Market Instruments. For liquidity purposes, the Fund can also invest in
"money market instruments." These include U.S. government securities
and high-quality corporate debt securities having a remaining maturity
of one year or less. They also include commercial paper, other
short-term corporate debt obligations, certificates of deposit,
bankers' acceptances and repurchase agreements.

Investing in Small, Unseasoned Companies. The Fund can invest without limit
in securities of small, unseasoned companies. These are companies that
have been in continuous operation for less than three years, counting
the operations of any predecessors. These securities may have limited
liquidity, which means that the Fund could have difficulty selling them
at an acceptable price when it wants to. The prices of these securities
may be very volatile, especially in the short term.

Illiquid and Restricted Securities. Investments may be illiquid because they
do not have an active trading market, making it difficult to value them
or dispose of them promptly at an acceptable price. Restricted
securities may have terms that limit their resale to other investors or
may require registration under applicable securities laws before they
may be sold publicly. The Fund will not invest more than 10% of its net
assets in illiquid or restricted securities. The Board can increase
that limit to 15%. Certain restricted securities that are eligible for
resale to qualified institutional purchasers may not be subject to that
limit. The Manager and Sub-Advisor monitor holdings of illiquid
securities on an ongoing basis to determine whether to sell any
holdings to maintain adequate liquidity.

Hedging. The Fund can buy and sell certain kinds of futures contracts,
forward contracts, and put and call options. These are all referred to
as "hedging instruments." In the broadest sense, hedging instruments
the Fund might use may be considered "derivative investments." In
general terms, a derivative investment is an investment contract whose
value depends on (or is derived from) the value of an underlying asset,
interest rate or index. The Fund does not currently use hedging
extensively or for speculative purposes. It has limits on its use of
hedging instruments and is not required to use them in seeking its
investment objective.

Some of these strategies would hedge the Fund's portfolio against price
fluctuations. Other hedging strategies, such as buying futures and call
options, would tend to increase the Fund's exposure to the securities
market.

Hedging involves risk. If the portfolio manager used a hedging
instrument at the wrong time or judged market conditions incorrectly,
the hedge might be unsuccessful and the strategy could reduce the
Fund's returns. The Fund may also experience losses if the prices of
its hedging instruments were not correlated with its other investments
or if it could not close out a position because of an illiquid market.

Portfolio Turnover. A change in the securities held by the Fund is known as
"portfolio turnover." The Fund does not expect to engage in active and
frequent trading to try to achieve its objective. Portfolio turnover
increases brokerage costs the Fund pays. Increased portfolio turnover
creates higher brokerage and transaction costs for the Fund (and may
reduce performance). If the Fund realizes capital gains when it sells
its portfolio investments, it must generally pay those gains out to
shareholders, increasing their taxable distributions. The Financial
Highlights table at the end of this Prospectus shows the Fund's
portfolio turnover rates during prior fiscal years.

Temporary Defensive and Interim Investments. In times of adverse or unstable
market, economic or political conditions, the Fund can invest up to
100% of its assets in temporary defensive investments that are
inconsistent with the Fund's principal investment strategies.
Generally, they would be high-quality, short-term money market
instruments, such as U.S. government securities, highly rated
commercial paper, short-term corporate debt obligations, bank deposits
or repurchase agreements. The Fund could also hold these types of
securities pending the investment of proceeds from the sale of Fund
shares or portfolio securities or to meet anticipated redemptions of
Fund shares. To the extent the Fund invests defensively in these
securities, it might not achieve its investment objective of capital
appreciation.

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

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

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

How the Fund Is Managed

THE MANAGER. The Manager supervises the Fund's investment program and handles
its day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Directors, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees paid by the Fund to the Manager and describes the expenses that
the Fund pays to conduct its business. The Manager became the Fund's
investment advisor on February 28, 1997.

The Manager has been an investment advisor since January 1960. The
Manager and its subsidiaries and controlled affiliates managed more than $200
billion of assets as of December 31, 2005, including other Oppenheimer funds
with more than 6 million shareholder accounts. The Manager is located at Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

Portfolio Manager. The Fund's portfolio is managed by Louis Goldstein. Mr.
Goldstein is the Fund's lead portfolio manager and has been the person
primarily responsible for the day-to-day management of the Fund's
investments since February 1999.

Mr. Goldstein is Managing Director of the Sub-Advisor. He joined the
Sub-Advisor in 1991.

The Statement of Additional Information provides additional information
about the Portfolio Manager's compensation, other accounts he manages
and his ownership of Fund shares.

Advisory Fees. Under the investment advisory agreement, effective January 1,
2005, the Fund pays the Manager an advisory fee at an annual rate that
declines as the Fund's assets grow: 0.85% of the first $400 million of
average annual net assets of the Fund, 0.80% of the next $400 million,
0.75% of the next $400 million, 0.65% of the next $400 million, 0.60%
of the next $400 million and 0.50% of average annual net assets in
excess of $2 billion. From January 1, 2004 through December 31, 2004,
the annual advisory fee rate was: 0.90% of the first $400 million of
average annual net assets of the Fund, 0.85% of the next $400 million,
0.80% of the next $400 million, 0.70% of the next $400 million, 0.65%
of the next $400 million and 0.60% of average annual net assets in
excess of $2 billion. The Fund's management fee for its last fiscal
year ended October 31, 2005 was 0.85% of average annual net assets for
each class of shares.

A discussion regarding the basis for the Board of Directors' approval
of the Fund's investment advisory contract is available in the Fund's
Semi-Annual Report to the shareholders for the year ended October 31,
2005.

The Sub-Advisor. Effective January 1, 2005, Oppenheimer Capital LLC replaced
OpCap Advisors as the Fund's Sub-Advisor, and assumed its
responsibility for providing day-to-day portfolio management for the
Fund. Oppenheimer Capital LLC is the parent company of OpCap Advisors.
From the Fund's inception on February 13, 1987 until February 26, 1997,
OpCap Advisors (which was then named Quest for Value Advisors) served
as the Fund's investment advisor. On February 28, 1997, the Manager
retained OpCap Advisors to continue providing day-to-day portfolio
management for the Fund.

The Sub-Advisor has operated as an investment advisor to investment
companies and other investors since its organization. As of December
31, 2005, the Sub-Advisor, advised accounts having assets in excess of
$25 billion. The Sub-Advisor is located at 1345 Avenue of the Americas,
49th Floor, New York, New York 10105-4800.

The Manager, not the Fund, pays the Sub-Advisor an annual fee under the
Sub-Advisory Agreement between the Manager and the Sub-Advisor. The fee
is calculated as a percentage of the fee the Fund pays the Manager. The
rate is 40% of the advisory fee collected by the Manager based on the
net assets of the Fund as of February 28, 1997, and remaining 120 days
later, plus 30% of the fee collected by the Manager on assets in excess
of that amount. In each case the fee is calculated after any waivers of
the Manager's fee from the Fund.

The Sub-Advisor is wholly-owned by Allianz Dresdner Asset Management
U.S. Equities LLC, a subsidiary of Allianz Dresdner Asset Management of
America L.P. The general partner of Allianz Dresdner Asset Management
of America L.P. is Allianz-PacLife Partners LLP. Allianz AG has
majority ownership of, and controls, Allianz Dresdner Asset Management
of America L.P. and its subsidiaries, including the Sub-Advisor.

Pending Litigation. A consolidated amended complaint has been filed as
putative derivative and class actions against the Manager, Distributor
and Transfer Agent, as well as 51 of the Oppenheimer funds
(collectively the "funds") including the Fund, 30 present and former
Directors or Trustees and 8 present and former officers of certain of
the Funds. This complaint, initially filed in the U.S. District Court
for the Southern District of New York on January 10, 2005, and amended
on March 4, 2005, consolidates into a single action and amends six
individual previously-filed putative derivative and class action
complaints. Like those prior complaints, the complaint alleges that the
Manager charged excessive fees for distribution and other costs,
improperly used assets of the funds in the form of directed brokerage
commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of fund assets to make
those payments in violation of the Investment Company Act and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in
those actions, the Directors/Trustees and the officers breached their
fiduciary duties to fund shareholders under the Investment Company Act
and at common law. The complaint seeks unspecified compensatory and
punitive damages, rescission of the funds' investment advisory
agreements, an accounting of all fees paid, and an award of attorneys'
fees and litigation expenses.

The defendants believe the claims asserted in these lawsuits to be
without merit, and intend to defend the suits vigorously. The Manager
and the Distributor do not believe that the pending actions are likely
to have a material adverse effect on the Fund or on their ability to
perform their respective investment advisory or distribution agreements
with the Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

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

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

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

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

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

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

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

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

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

Buying Through a Dealer. If you buy shares through a dealer, your dealer must
receive the order by the close of the NYSE (normally 4:00 p.m.) and
transmit it to the Distributor so that it is received before the
Distributor's close of business on a regular business day (normally
5:00 p.m.) to receive that day's offering price, unless your dealer has
made alternative arrangements with the Distributor. Otherwise, the
order will receive the next offering price that is determined.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

- -------------------------------------------------------------------------------
Amount of Purchase Front-End Front-End Concession As
Sales
Sales Charge As a
Charge As a Percentage of

Percentage of Net a
Offering Amount Percentage of

Price Invested Offering Price
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Less than $25,000 5.75% 6.10% 4.75%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$25,000 or more but less than 5.50% 5.82% 4.75%
$50,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$50,000 or more but less than 4.75% 4.99% 4.00%
$100,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$100,000 or more but less than 3.75% 3.90% 3.00%
$250,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$250,000 or more but less than 2.50% 2.56% 2.00%
$500,000
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$500,000 or more but less than $1 2.00% 2.04% 1.60%
million
- -------------------------------------------------------------------------------

Due to rounding, the actual sales charge for a particular transaction
may be higher or lower than the rates listed above.

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

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

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

To count shares of eligible Oppenheimer funds held in accounts at
other intermediaries under this Right of Accumulation, you may be
requested to provide the Distributor or your current intermediary with
a copy of all account statements showing your current holdings of the
Fund or other eligible Oppenheimer funds, including statements for
accounts held by you and your spouse or in retirement plans or trust or
custodial accounts for minor children as described above. The
Distributor or intermediary through which you are buying shares will
calculate the value of your eligible Oppenheimer fund shares, based on
the current offering price, to determine which Class A sales charge
rate you qualify for on your current purchase

o Letters of Intent. You may also qualify for reduced Class A sales
charges by submitting a Letter of Intent to the Distributor. A Letter
of Intent is a written statement of your intention to purchase a
specified value of Class A, Class B or Class C shares of the Fund or
other Oppenheimer funds over a 13-month period. The total amount of
your intended purchases of Class A, Class B and Class C shares will
determine the reduced sales charge rate that will apply to your Class A
share purchases of the Fund during that period. You can choose to
include purchases made up to 90 days before the date that you submit a
Letter. Your Class A shares of Oppenheimer Money Market Fund, Inc. or
Oppenheimer Cash Reserves on which you have not paid a sales charge
will not be counted for this purpose. Submitting a Letter of Intent
does not obligate you to purchase the specified amount of shares. You
may also be able to apply the Right of Accumulation to these purchases.

If you do not complete the Letter of Intent, the front-end sales charge
you paid on your purchases will be recalculated to reflect the actual
value of shares you purchased. A certain portion of your shares will be
held in escrow by the Fund's Transfer Agent for this purpose. Please
refer to "How to Buy Shares - Letters of Intent" in the Fund's
Statement of Additional Information for more complete information.

Other Special Sales Charge Arrangements and Waivers. The Fund and the
Distributor offer other opportunities to purchase shares without front-end or
contingent deferred sales charges under the programs described below. The
Fund reserves the right to amend or discontinue these programs at any time
without prior notice.
o Dividend Reinvestment. Dividends and/or capital gains distributions
received by a shareholder from the Fund may be reinvested in shares of
the Fund or any of the other Oppenheimer funds without a sales charge,
at the net asset value per share in effect on the payable date. You
must notify the Transfer Agent in writing to elect this option and must
have an existing account in the fund selected for reinvestment.
o Exchanges of Shares. Shares of the Fund may be exchanged for shares of
certain other Oppenheimer funds at net asset value per share at the
time of exchange, without sales charge, and shares of the Fund can be
purchased by exchange of shares of certain other Oppenheimer funds on
the same basis. Please refer to "How to Exchange Shares" in this
Prospectus and in the Statement of Additional Information for more
details, including a discussion of circumstances in which sales charges
may apply on exchanges.

o Reinvestment Privilege. Within six months of a redemption of certain
Class A and Class B shares, the proceeds may be reinvested in Class A
shares of the Fund, or any of the other Oppenheimer funds into which
shares of the Fund may be exchanged, without a sales charge. This
privilege applies to redemptions of Class A shares that were subject to
an initial sales charge or Class A or Class B shares that were subject
to a contingent deferred sales charge when redeemed. The investor must
ask the Transfer Agent or financial intermediary for that privilege at
the time of reinvestment and must identify the account from which the
redemption was made.
o Other Special Reductions and Waivers. The Fund and the Distributor
offer additional arrangements to reduce or eliminate front-end sales
charges or to waive contingent deferred sales charges for certain types
of transactions and for certain classes of investors (primarily
retirement plans that purchase shares in special programs through the
Distributor). These are described in greater detail in Appendix C to
the Statement of Additional Information, which may be ordered by
calling 1.800.225.5677 or through the OppenheimerFunds website, at
www.oppenheimerfunds.com (follow the hyperlinks: "Access Accounts and
Services" - "Forms & Literature" - "Order Literature" - "Statements of
Additional Information"). A description of these waivers and special
sales charge arrangements is also available for viewing on the
OppenheimerFunds website (follow the hyperlinks: "Research Funds" -
"Fund Documents" - "View a description . . ."). To receive a waiver or
special sales charge rate under these programs, the purchaser must
notify the Distributor (or other financial intermediary through which
shares are being purchased) at the time of purchase, or notify the
Transfer Agent at the time of redeeming shares for those waivers that
apply to contingent deferred sales charges.

o Purchases by Certain Retirement Plans. There is no initial sales charge
on purchases of Class A shares of the Fund by retirement plans that
have $5 million or more in plan assets. In that case the Distributor
may pay from its own resources, at the time of sale, concessions in an
amount equal to 0.25% of the purchase price of Class A shares purchased
within the first six months of account establishment by those
retirement plans to dealers of record, subject to certain exceptions
described in "Retirement Plans" in the Statement of Additional
Information.

There is also no initial sales charge on purchases of Class A shares
of the Fund by certain retirement plans that are part of a retirement
plan or platform offered by banks, broker-dealers, financial advisors,
insurance companies or recordkeepers. No contingent deferred sales
charge is charged upon the redemption of such shares.

Class A Contingent Deferred Sales Charge. There is no initial sales charge on
purchases of Class A shares of any one or more of the Oppenheimer funds
aggregating $1 million or more, or on purchases of Class A shares by
certain retirement plans that satisfied certain requirements prior to
March 1, 2001 ("grandfathered retirement accounts"). However, those
Class A shares may be subject to a Class A contingent deferred sales
charge, as described below. Retirement plans holding shares of
Oppenheimer funds in an omnibus account(s) for the benefit of plan
participants in the name of a fiduciary or financial intermediary
(other than OppenheimerFunds-sponsored Single DB Plus plans) are not
permitted to make initial purchases of Class A shares subject to a
contingent deferred sales charge.
The Distributor pays dealers of record concessions in an amount equal
to 1.0% of purchases of $1 million or more other than purchases by
grandfathered retirement accounts. For grandfathered retirement
accounts, the concession is 0.75% of the first $2.5 million of
purchases plus 0.25% of purchases in excess of $2.5 million. In either
case, the concession will not be paid on purchases of shares by
exchange or that were previously subject to a front-end sales charge
and dealer concession.
If you redeem any of those shares within an 18-month "holding period"
measured from the beginning of the calendar month of their purchase, a
contingent deferred sales charge (called the "Class A contingent
deferred sales charge") may be deducted from the redemption proceeds.
That sales charge will be equal to 1.0% of the lesser of:
o the aggregate net asset value of the redeemed shares at the time of
redemption (excluding shares purchased by reinvestment of dividends or
capital gain distributions); or
o the original net asset value of the redeemed shares.
The Class A contingent deferred sales charge will not exceed the
aggregate amount of the concessions the Distributor paid to your dealer
on all purchases of Class A shares of all Oppenheimer funds you made
that were subject to the Class A contingent deferred sales charge.

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

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

- -------------------------------------------------------------------------------
Years Since Beginning of Month in Contingent Deferred Sales Charge on
Which Purchase Order was Accepted Redemptions in That Year (As % of Amount
Subject to Charge)
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
0 - 1 5.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
1 - 2 4.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
2 - 3 3.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
3 - 4 3.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
4 - 5 2.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
5 - 6 1.0%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
More than 6 None
- -------------------------------------------------------------------------------

In the table, a "year" is a 12-month period. In applying the contingent
deferred sales charge, all purchases are considered to have been made on the
first regular business day of the month in which the purchase was made.

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

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

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

Class N shares are sold at net asset value without an initial sales
charge. A contingent deferred sales charge of 1.0% will be imposed upon the
redemption of Class N shares, if:
o The group retirement plan is terminated or Class N shares of all
Oppenheimer funds are terminated as an investment option of the plan
and Class N shares are redeemed within 18 months after the plan's first
purchase of Class N shares of any Oppenheimer fund, or
o With respect to an IRA or 403(b) plan, Class N shares are redeemed
within 18 months of the plan's first purchase of Class N shares of any
Oppenheimer fund.

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.

Distribution and Service Plan for Class A Shares. The Fund has adopted a
Distribution and Service Plan for Class A shares. The Fund pays a
service fee to the Distributor of 0.25% of the average annual net
assets of Class A shares. The Distributor currently uses all of the
service fee to pay dealers, brokers, banks and other financial
institutions quarterly for providing personal service and maintenance
of accounts of their customers that hold Class A shares. The plan also
provides for the Fund to pay an asset-based sales charge to the
Distributor at an annual rate of 0.25% of average annual net assets of
Class A shares the Fund (the Board of Directors has set that rate at
zero). Prior to January 1, 2003, the Fund paid the Distributor an
annual asset-based sales charge equal to 0.15% of average annual net
assets representing Class A shares purchased before September 1, 1993,
and 0.10% of average annual net assets representing Class A shares
purchased on or after that date. The Distributor paid the entire
asset-based sales charge to brokers.

With respect to Class A shares subject to a Class A contingent deferred
sales charge purchased by grandfathered retirement accounts, the
Distributor pays the 0.25% service fee to dealers in advance for the
first year after the shares are sold by the dealer. The Distributor
retains the first year's service fee paid by the Fund. After the shares
have been held by grandfathered retirement accounts for a year, the
Distributor pays the service fee to dealers periodically.

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

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

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

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

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

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

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

For Class C shares purchased through the OppenheimerFunds Recordkeeper
Pro program, the Distributor will pay the Class C asset-based sales
charge to the dealer of record in the first year after the purchase of
such shares in lieu of paying the dealer a sales concession at the time
of purchase. The Distributor will use the service fee it receives from
the Fund on those shares to reimburse FASCorp for providing personal
services to the Class C accounts holding those shares.

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

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

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

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

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

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

Special Investor Services

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

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

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

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

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

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

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

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

How to Sell Shares

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

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

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

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

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

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

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

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

o To redeem shares through a service representative or automatically on
PhoneLink, call 1.800.225.5677.
Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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

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

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

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

How to Exchange Shares

If you want to change all or part of your investment from one Oppenheimer
fund to another, you can exchange your shares for shares of the same class of
another Oppenheimer fund that offers the exchange privilege. For example, you
can exchange Class A shares of the Fund only for Class A shares of another
fund. To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in
your state of residence.
o The prospectus of the selected fund must offer the exchange privilege.
o When you establish an account, you must hold the shares you buy for at
least seven days before you can exchange them. After your account is
open for seven days, you can exchange shares on any regular business
day, subject to the limitations described below.
o You must meet the minimum purchase requirements for the selected fund.
o Generally, exchanges may be made only between identically registered
accounts, unless all account owners send written exchange instructions
with a signature guarantee.

o Before exchanging into a fund, you must obtain its prospectus and
should read it carefully.

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

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

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

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

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

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

Telephone and Internet Exchange Requests. Telephone exchange requests may be
made either by calling a service representative or by using PhoneLink
by calling 1.800.225.5677. You may submit internet exchange requests on
the OppenheimerFunds internet website, at www.oppenheimerfunds.com. You
must have obtained a user I.D. and password to make transactions on
that website. Telephone and/or internet exchanges may be made only
between accounts that are registered with the same name(s) and address.
Shares for which share certificates have been issued may not be
exchanged by telephone or the internet.
Automatic Exchange Plan. Shareholders can authorize the Transfer Agent to
exchange a pre-determined amount of shares automatically on a monthly,
quarterly, semi-annual or annual basis.

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

ARE THERE LIMITATIONS ON FREQUENT PURCHASES, REDEMPTIONS AND EXCHANGES?

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

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

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

o Limits on Disruptive Activity. The Transfer Agent may, in its
discretion, limit or terminate trading activity by any person, group or
account that it believes would be disruptive, even if the activity has
not exceeded the policy outlined in this Prospectus. The Transfer Agent
may review and consider the history of frequent trading activity in all
accounts in the Oppenheimer funds known to be under common ownership or
control as part of the Transfer Agent's procedures to detect and deter
excessive trading activity.
o Exchanges of Client Accounts by Financial Advisers. The Fund and the
Transfer Agent permit dealers and financial intermediaries to submit
exchange requests on behalf of their customers (unless the customer has
revoked that authority). The Distributor and/or the Transfer Agent have
agreements with a number of financial intermediaries that permit them
to submit exchange orders in bulk on behalf of their clients. Those
intermediaries are required to follow the exchange policies stated in
this Prospectus and to comply with additional, more stringent
restrictions. Those additional restrictions include limitations on the
funds available for exchanges, the requirement to give advance notice
of exchanges to the Transfer Agent, and limits on the amount of client
assets that may be invested in a particular fund. A fund or the
Transfer Agent may limit or refuse bulk exchange requests submitted by
such financial intermediaries if, in the Transfer Agent's judgment,
exercised in its discretion, the exchanges would be disruptive to any
of the funds involved in the transaction.

o Redemptions of Shares. These exchange policy limits do not apply to
redemptions of shares. Shareholders are permitted to redeem their
shares on any regular business day, subject to the terms of this
Prospectus. Further details are provided under "How to Sell Shares."

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

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

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

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

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

Additional Policies and Procedures. The Fund's Board has adopted the
following additional policies and procedures to detect and prevent frequent
and/or excessive exchanges and purchase and redemption activity:
o 30-Day Limit. A direct shareholder may exchange some or all of the

shares of the Fund held in his or her account to another eligible
Oppenheimer fund once in a 30 calendar-day period. When shares are
exchanged into a fund account, that account will be "blocked" from
further exchanges into another fund for a period of 30 calendar days
from the date of the exchange. The block will apply to the full account
balance and not just to the amount exchanged into the account. For
example, if a shareholder exchanged $1,000 from one fund into another
fund in which the shareholder already owned shares worth $10,000, then,
following the exchange, the full account balance ($11,000 in this
example) would be blocked from further exchanges into another fund for
a period of 30 calendar days. A "direct shareholder" is one whose
account is registered on the Fund's books showing the name, address and
tax ID number of the beneficial owner.
o Exchanges Into Money Market Funds. A direct shareholder will be
permitted to exchange shares of a stock or bond fund for shares of a
money market fund at any time, even if the shareholder has exchanged
shares into the stock or bond fund during the prior 30 days. However,
all of the shares held in that money market fund would then be blocked
from further exchanges into another fund for 30 calendar days.
o Dividend Reinvestments/B Share Conversions. Reinvestment of dividends
or distributions from one fund to purchase shares of another fund and
the conversion of Class B shares into Class A shares will not be
considered exchanges for purposes of imposing the 30-day limit.
o Asset Allocation. Third-party asset allocation and rebalancing
programs will be subject to the 30-day limit described above. Asset
allocation firms that want to exchange shares held in accounts on
behalf of their customers must identify themselves to the Transfer
Agent and execute an acknowledgement and agreement to abide by these
policies with respect to their customers' accounts. "On-demand"
exchanges outside the parameters of portfolio rebalancing programs will
be subject to the 30-day limit. However, investment programs by other
Oppenheimer "funds-of-funds" that entail rebalancing of investments in
underlying Oppenheimer funds will not be subject to these limits.
o Automatic Exchange Plans. Accounts that receive exchange proceeds
through automatic or systematic exchange plans that are established
through the Transfer Agent will not be subject to the 30-day block as a
result of those automatic or systematic exchanges (but may be blocked
from exchanges, under the 30-day limit, if they receive proceeds from
other exchanges).

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling
and exchanging shares is contained in the Statement of Additional Information.
A $12 annual "Minimum Balance Fee" is assessed on each Fund account with a

value of less than $500. The fee is automatically deducted from each
applicable Fund account annually in September. See the Statement of
Additional Information to learn how you can avoid this fee and for
circumstances under which this fee will not be assessed.

The offering of shares may be suspended during any period in which the
determination of net asset value is suspended, and the offering may be
suspended by the Board of Directors at any time the Board believes it
is in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
be modified, suspended or terminated by the Fund at any time. The Fund
will provide you notice whenever it is required to do so by applicable
law. If an account has more than one owner, the Fund and the Transfer
Agent may rely on the instructions of any one owner. Telephone
privileges apply to each owner of the account and the dealer
representative of record for the account unless the Transfer Agent
receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
transactions and has adopted other procedures to confirm that telephone
instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by
confirming such transactions in writing. The Transfer Agent and the
Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.
Redemption or transfer requests will not be honored until the Transfer Agent
receives all required documents in proper form. From time to time, the
Transfer Agent in its discretion may waive certain of the requirements
for redemptions stated in this Prospectus.
Dealers that perform account transactions for their clients by participating
in NETWORKING through the National Securities Clearing Corporation are
responsible for obtaining their clients' permission to perform those
transactions, and are responsible to their clients who are shareholders
of the Fund if the dealer performs any transaction erroneously or
improperly.
The redemption price for shares will vary from day to day because the value
of the securities in the Fund's portfolio fluctuates. The redemption
price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more
or less than their original cost.

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

The Transfer Agent may delay processing any type of redemption payment as
described under "How to Sell Shares" for recently purchased shares, but
only until the purchase payment has cleared. That delay may be as much
as 10 days from the date the shares were purchased. That delay may be
avoided if you purchase shares by Federal Funds wire or certified
check, or arrange with your bank to provide telephone or written
assurance to the Transfer Agent that your purchase payment has cleared.
Involuntary redemptions of small accounts may be made by the Fund if the
account value has fallen below $500 for reasons other than the fact
that the market value of shares has dropped. In some cases, involuntary
redemptions may be made to repay the Distributor for losses from the
cancellation of share purchase orders.
Shares may be "redeemed in kind" under unusual circumstances (such as a lack
of liquidity in the Fund's portfolio to meet redemptions). This means
that the redemption proceeds will be paid with liquid securities from
the Fund's portfolio. If the Fund redeems your shares in kind, you may
bear transaction costs and will bear market risks until such time as
such securities are converted into cash.
Federal regulations may require the Fund to obtain your name, your date of
birth (for a natural person), your residential street address or
principal place of business and your Social Security Number, Employer
Identification Number or other government issued identification when
you open an account. Additional information may be required in certain
circumstances or to open corporate accounts. The Fund or the Transfer
Agent may use this information to attempt to verify your identity. The
Fund may not be able to establish an account if the necessary
information is not received. The Fund may also place limits on account
transactions while it is in the process of attempting to verify your
identity. Additionally, if the Fund is unable to verify your identity
after your account is established, the Fund may be required to redeem
your shares and close your account.
"Backup withholding" of federal income tax may be applied against taxable
dividends, distributions and redemption proceeds (including exchanges)
if you fail to furnish the Fund your correct, certified Social Security
or Employer Identification Number when you sign your application, or if
you under-report your income to the Internal Revenue Service.
To avoid sending duplicate copies of materials to households, the Fund will
mail only one copy of each prospectus, annual and semi-annual report
and annual notice of the Fund's privacy policy to shareholders having
the same last name and address on the Fund's records. The consolidation
of these mailings, called householding, benefits the Fund through
reduced mailing expense.

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

Dividends, Capital Gains and Taxes

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

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

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

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

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

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

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

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

Financial Highlights

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

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

CLASS A YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 26.89 $ 23.71 $ 19.07 $ 20.91 $ 33.65
- -----------------------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment loss (.05) 1 (.10) (.09) (.13) (.11)
Net realized and unrealized gain (loss) 2.58 3.45 4.73 (1.25) (2.59)
-----------------------------------------------------------------------
Total from investment operations 2.53 3.35 4.64 (1.38) (2.70)
- -----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to
shareholders:
Distributions from net realized gain (2.08) (.17) -- (.46) (10.04)
- -----------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 27.34 $ 26.89 $ 23.71 $ 19.07 $ 20.91
=======================================================================

- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 9.80% 14.22% 24.33% (6.90)% (9.91)%
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $339,703 $252,661 $193,955 $ 150,161 $154,346
- -----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $309,617 $225,711 $165,906 $ 164,479 $161,187
- -----------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (0.19)% (0.37)% (0.43)% (0.61)% (0.44)%
Total expenses 1.34% 4 1.40% 4,5 1.56% 4,5 1.71% 4,5 1.67% 4
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 89% 61% 74% 75% 80%

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

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

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

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

CLASS B YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- ---------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.07 $ 22.31 $ 18.09 $ 19.99 $ 32.77
- ---------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.28) 1 (.29) (.22) (.19) .05
Net realized and unrealized gain (loss) 2.40 3.22 4.44 (1.25) (2.79)
-------------------------------------------------------
Total from investment operations 2.12 2.93 4.22 (1.44) (2.74)
- ---------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (2.08) (.17) -- (.46) (10.04)
- ---------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 25.11 $ 25.07 $ 22.31 $ 18.09 $ 19.99
=======================================================

- ---------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 8.81% 13.22% 23.33% (7.53)% (10.48)%
- ---------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $74,004 $64,069 $55,449 $42,010 $34,278
- ---------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $73,417 $60,460 $46,785 $42,900 $27,144
- ---------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (1.10)% (1.26)% (1.23)% (1.30)% (1.13)%
Total expenses 2.25% 2.30% 2.43% 2.41% 2.26%
Expenses after payments and waivers and
reduction to custodian expenses 2.25% 2.30% 2.36% 2.41% 2.26%
- ---------------------------------------------------------------------------------------------------------
Portfolio turnover rate 89% 61% 74% 75% 80%

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

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

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

CLASS C YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 25.10 $ 22.34 $ 18.11 $ 20.01 $ 32.80
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.27) 1 (.29) (.14) (.13) .11
Net realized and unrealized gain (loss) 2.39 3.22 4.37 (1.31) (2.86)
--------------------------------------------------------------------------
Total from investment operations 2.12 2.93 4.23 (1.44) (2.75)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (2.08) (.17) -- (.46) (10.04)
--------------------------------------------------------------------------

Net asset value, end of period $ 25.14 $ 25.10 $ 22.34 $ 18.11 $ 20.01
==========================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2 8.80% 13.20% 23.36% (7.52)% (10.50)%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 46,560 $ 34,414 $ 30,510 $ 16,979 $ 10,272
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 42,635 $ 32,051 $ 20,901 $ 15,323 $ 7,898
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment loss (1.09)% (1.26)% (1.24)% (1.30)% (1.13)%
Total expenses 2.24% 2.31% 2.43% 2.41% 2.26%
Expenses after payments and waivers and
reduction to custodian expenses 2.24% 2.31% 2.36% 2.41% 2.26%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 89% 61% 74% 75% 80%

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

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

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

CLASS N YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001 1
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period $ 26.61 $ 23.56 $ 19.00 $ 20.88 $ 23.25
- -----------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.16) 2 (.19) (.15) (.17) (.03)
Net realized and unrealized gain (loss) 2.54 3.41 4.71 (1.25) (2.34)
--------------------------------------------------------------------------
Total from investment operations 2.38 3.22 4.56 (1.42) (2.37)
- -----------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain (2.08) (.17) -- (.46) --
- -----------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 26.91 $ 26.61 $ 23.56 $ 19.00 $ 20.88
==========================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 9.31% 13.75% 24.00% (7.10)% (10.19)%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 16,451 $ 10,554 $ 6,408 $ 2,983 $ 187
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 13,849 $ 8,724 $ 4,218 $ 1,475 $ 38
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (0.61)% (0.78)% (0.75)% (0.88)% (0.96)%
Total expenses 2.08% 2.20% 1.97% 1.87% 1.75%
Expenses after payments and waivers and
reduction to custodian expenses 1.76% 1.81% 1.87% 1.87% 1.75%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 89% 61% 74% 75% 80%

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

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

3. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year. Returns do not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares.

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

INFORMATION AND SERVICES

For More Information on Oppenheimer Quest Capital Value Fund, Inc.SM

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

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

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

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

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

Information about the Fund including the Statement of Additional Information
can be reviewed and copied at the SEC's Public Reference Room in Washington,
D.C. Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1.202.942.8090. Reports and other information
about the Fund are available on the EDGAR database on the SEC's Internet
website at www.sec.gov. Copies may be obtained after payment of a duplicating
fee by electronic request at the SEC's e-mail address: publicinfo@sec.gov or
by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
Prospectus. This Prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any
state or other jurisdiction where it is unlawful to make such an offer.

The Fund's SEC File No.: 811-04797 The Fund's shares are distributed by:
PR0835.001.0206 [logo] OppenheimerFunds Distributor, Inc.
Printed on recycled paper

Appendix to Prospectus of
Oppenheimer Quest Capital Value Fund, Inc.

Graphic Material included in the Prospectus of Oppenheimer Quest Capital
Value Fund, Inc., (the "Fund") under the heading: "Annual Total Returns
(Class A) (as of 12/31 each year)":

A bar chart will be included in the Prospectus of the Fund depicting the
annual total returns of a hypothetical investment in Class A shares of the
Fund for the past 10 calendar years, without deducting sales charges or
taxes. Set forth below are the relevant data points that will appear on the
bar chart.

Calendar Annual
Year Total
Ended Return
12/31/96 18.25%
12/31/97 14.84%
12/31/98 20.15%
12/31/99 5.83%
12/31/00 14.97%
12/31/01 -1.20%
12/31/02 -14.71%
12/31/03 28.63%
12/31/04 16.68%
12/31/05 9.25%

Oppenheimer
Quest Capital Value Fund, Inc.

6803 South Tucson Way, Centennial, Colorado 80112

1.800.CALL OPP (225.5677)

Statement of Additional Information dated February 28, 2006

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, 2006. It should be read together with the
Prospectus, which may be obtained by writing to the Fund's Transfer Agent,
OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217, or by
calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

Contents Page

About the Fund

Additional Information About the Fund's Investment Policies and Risks.... 2
The Fund's Investment Policies....................................... 2
Other Investment Techniques and Strategies........................... 9
Other Investment Restrictions........................................ 24
Disclosure of Portfolio Holdings..................................... 26
How the Fund is Managed ................................................. 31
Organization and History............................................. 31
Board of Directors and Audit Committees.............................. 32
Directors and Officers of the Fund................................... 33
The Manager.......................................................... 42
The Sub-Advisor...................................................... 45
Brokerage Policies of the Fund........................................... 48
Distribution and Service Plans........................................... 50
Payments to Fund Intermediaries.......................................... 55
Performance of the Fund.................................................. 59

About Your Account

How To Buy Shares........................................................ 64
How To Sell Shares....................................................... 74
How To Exchange Shares................................................... 78
Dividends, Capital Gains and Taxes....................................... 82
Additional Information About the Fund.................................... 87

Financial Information About the Fund

Independent Registered Public Accounting Firm's Report................... 88
Financial Statements..................................................... 89

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

ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

The investment objective, the principal investment policies and the main
risks of the Fund are described in the Prospectus. This Statement of
Additional Information ("SAI") contains supplemental information about those
policies and risks and the types of securities that the Fund's Sub-Advisor,
Oppenheimer Capital LLC, 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, 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, when evaluating
the securities of issuers in a particular country, 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.

|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, in the
Sub-Advisor's view, 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.

o 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 may 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:

o Price/Earnings ratio, which is the stock's price divided by its
earnings per share. A stock having a price/earnings ratio lower than
its historical range, or the market as a whole or that of similar
companies, may offer attractive investment opportunities.
o Price/book value ratio, which is the stock price divided by the book
value of the company per share, which measures the company's stock
price in relation to its asset value.
o Dividend Yield is measured by dividing the annual dividend by the stock
price per share.
o Valuation of Assets, which compares the stock price to the value of the
company's underlying assets, including their projected value in the
marketplace and liquidation value.

o 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. Preferred stock may be "participating" stock, which means that
it may be entitled to a dividend exceeding the stated dividend in certain
cases.

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

o 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.

o 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 credit 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 fixed income
securities. Convertible securities are subject to the credit risks and
interest rate risks described below. 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 total 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.

o Credit Risk. Credit risk relates to the ability of the issuer of a debt
security to meet interest and principal payment obligations as they become
due. 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. ("Moody's"), at least
"BBB" by Standard & Poor's Rating Service ("Standard & Poor's") or Fitch,
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 the principal ratings organizations are included in Appendix A
to this SAI.

o 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.

o U.S. Government Securities. These are securities issued or guaranteed
by the U.S. Treasury or other government agencies or federally-chartered
corporate entities referred to as "instrumentalities." 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. "Full faith and credit" means generally that
the taxing power of the U.S. government is pledged to the payment of interest
and repayment of principal on a security. Some are obligations 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 securities of U.S. government agencies and instrumentalities only when the
Sub-Advisor is satisfied that the credit risk with respect to such agency or
instrumentality is minimal.

o 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 Fitch, Inc., or similar ratings by other
nationally recognized 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 SAI.

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 Fitch, Inc. 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.

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

o 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.

o 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.

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

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

The Fund has no limitations on the type of issuer from whom these notes
will be purchased. However, in connection with such purchases and on an
ongoing basis, the 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.

o 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.

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

o fluctuation in value of foreign investments due to changes in currency
rates or currency control regulations (for example, currency
blockage), or currency devaluation;

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;

o unfavorable differences between the U.S. economy and foreign economies
o foreign withholding taxes; and
o foreign exchange contracts.

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

o Special Risks of Emerging Markets. Emerging and developing markets
abroad may also offer special opportunities for 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.

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

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

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

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

|X| 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. These are speculative
securities and can increase the Fund's overall portfolio risks.

|X| Investment in Other Investment Companies. The Fund can also invest in
the securities of other investment companies, which can include open-end
funds, closed-end funds and unit investment trusts, subject to the limits set
forth in the Investment Company Act that apply to those types of investments.
For example, the Fund can invest in Exchange-Traded Funds, which are
typically open-end funds or unit investment trusts, listed on a stock
exchange. The Fund might do so as a way of gaining exposure to the segments
of the equity or fixed-income markets represented by the Exchange-Traded
Fund's portfolio, at times when the Fund may not be able to buy those
portfolio securities directly.

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

|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. 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, the Fund makes no payment to the issuer and no
interest accrues to the Fund from the investment until it receives the
security as settlement. There is a risk of loss to the Fund if the value of
the security changes prior to the settlement date, and there is the risk that
the other party may not perform.

The Fund 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 investment manager,
OppenheimerFunds, Inc. (the "Manager") from time to time.

The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's 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.

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

o Reverse Repurchase Agreements. The Fund can use reverse repurchase
agreements 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 applicable securities
laws, the Fund may have to cause those securities to be registered. The
expenses of registering restricted securities may be negotiated by the Fund
with the issuer at the time the Fund buys the securities. When the Fund must
arrange registration because the Fund wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell
the security and the time the security is registered so that the Fund could
sell it. The Fund would bear the risks of any downward price fluctuation
during that period.

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

Borrowing and Leverage. The Fund may not borrow money, except to the
extent permitted under the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom that is applicable to the Fund, as such
statute, rules or regulations may be amended or interpreted from time to
time. Borrowing may entail "leverage," and may be a speculative investment
strategy. Any borrowing will be made only from banks and, pursuant to the
requirements of the Investment Company Act, will 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, when computed in that
manner, should fail to meet the 300% asset coverage requirement, the Fund is
required within three days to reduce its bank debt to the extent necessary to
meet that coverage requirement. To do so, the Fund may have to sell a portion
of its investments at a time when it would otherwise not want to sell the
securities. Interest on money the Fund borrows is an expense the Fund would
not otherwise incur, so that during periods of substantial borrowings, its
expenses may increase more than the expenses of funds that do not borrow. The
use of leverage also may make the Fund's share prices more sensitive to
interest rate changes.

o 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:
o sell futures contracts,
o buy puts on such futures or on securities, or
o 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:
o buy futures, or
o 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.

o 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"), (3) an
individual stock ("single stock futures") and (4) 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.

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

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

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

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

o Put and Call Options. The Fund can buy and sell certain kinds of put
options ("puts") and call options ("calls"). The Fund can buy and sell
exchange-traded and over-the-counter put and call options, including options
on broadly-based stock indices, securities, foreign currencies and stock
index futures.

o 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 identifying 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 bank, or a securities depository acting for the
custodian bank, 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.

If the Fund writes an over-the-counter ("OTC") option, it will enter
into an arrangement with a primary U.S. government securities dealer which
will establish a formula price at which the Fund will have the absolute right
to repurchase that OTC option. The formula price will generally be based on a
multiple of the premium received for the option, plus the amount by which the
option is exercisable below the market price of the underlying security (that
is, the option is "in the money"). If 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 identifying an
equivalent dollar amount of liquid assets on the Fund's books. The Fund will
identify additional liquid assets if the value of the identified assets drops
below 100% of the current value of the future. Because of the requirement to
identify liquid assets, in no circumstances would the Fund's receipt of an
exercise notice as to that future require the Fund to deliver a futures
contract. It would simply put the Fund in a short futures position, which is
permitted by the Fund's hedging policies.

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

o Purchasing Puts and Calls. 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 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.

o 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 an
identified account) upon conversion or exchange of other foreign currency
held in its portfolio.

o Risks of Hedging with Options and Futures. The use of hedging
instruments requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management. If
the 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.

o Forward Contracts. Forward contracts are foreign currency exchange
contracts. They are used to buy or sell foreign currency for future delivery
at a fixed price. The Fund uses them to "lock in" the U.S. dollar price of a
security denominated in a foreign currency that the Fund has bought or sold,
or to protect against possible losses from changes in the relative values of
the U.S. dollar and a foreign currency. The Fund 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
on the Fund's books liquid 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.

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

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

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

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

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

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

|X| Temporary Defensive and Interim Investments. When market, economic or
political conditions are unstable, or the Sub-Advisor believes it is
otherwise appropriate to reduce holdings in stocks, the Fund can invest in a
variety of debt securities for defensive purposes. The Fund can also purchase
these securities for liquidity purposes to meet cash needs due to the
redemption of Fund shares, or to hold while waiting to reinvest cash received
from the sale of other portfolio securities. The Fund's temporary defensive
investments can include the following short-term (maturing in one year or
less) dollar-denominated debt obligations:
o obligations issued or guaranteed by the U. S. government or its
instrumentalities or agencies,
o commercial paper (short-term, unsecured promissory notes) rated within
the top two rating categories rating category by an established
rating organization,
o debt obligations of domestic or foreign corporate issuers rated "Baa"
or higher by Moody's or "BBB" or higher by Standard & Poor's,
o certificates of deposit and bankers' acceptances and other bank
obligations, and
o repurchase agreements.

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

Other Investment Restrictions

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

The Fund's investment objective is a fundamental policy. Other policies
described in the Prospectus or this SAI 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 SAI, 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.

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

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

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

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

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

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

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

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 SAI. 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.

o 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.

o 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 SAI states that a percentage restriction
applies on an ongoing basis, it applies only at the time the Fund makes an
investment

(except in the case of borrowing and investments in illiquid securities). The
Fund need not sell securities to meet the percentage limits if the value of
the investment increases in proportion to the size of the Fund.

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

Public Disclosure. The Fund's portfolio holdings are made publicly
available no later than 60 days after the close of each of the
Fund's fiscal quarters in semi-annual and annual reports to
shareholders, or in its Statements of Investments on Form N-Q,
which are publicly available at the SEC. In addition, the top 10
or more holdings are posted on the OppenheimerFunds' website at
www.oppenheimerfunds.com in the "Fund Profiles" section. Other
general information about the Fund's portfolio investments, such
as portfolio composition by asset class, industry, country,
currency, credit rating or maturity, may also be posted with a
15-day lag.

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

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

A list of the top 10 or more portfolio securities holdings (based on
invested assets), listed by security or by issuer, as of the end of each
month may be disclosed to third parties (subject to the procedures below)
no sooner than 15 days after month-end.

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

o The third-party recipient must first submit a request for release of
Fund portfolio holdings, explaining the business reason for the
request;

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

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

o Employees of the Fund's Manager, Sub-Advisor, Distributor and Transfer
Agent who need to have access to such information (as determined
by senior officers of such entity),
o The Fund's independent registered public accounting firm,
o Members of the Fund's Board and the Board's legal counsel,
o The Fund's custodian bank,
o A proxy voting service designated by the Fund and its Board,
o Rating/ranking organizations (such as Lipper and Morningstar),
o Portfolio pricing services retained by the Manager to provide portfolio

security prices, and

o Dealers, to obtain bids (price quotations if securities are not priced
by the Fund's regular pricing services).

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

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

o Brokers and dealers in connection with portfolio transactions
(purchases and sales)

o Brokers and dealers to obtain bids or bid and asked prices (if
securities held by the Fund are not priced by the fund's regular
pricing services)
o Dealers to obtain price quotations where the fund is not identified as
the owner.

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

o Response to legal process in litigation matters, such as responses to
subpoenas or in class action matters where the Fund may be part
of the plaintiff class (and seeks recovery for losses on a
security) or a defendant,
o Response to regulatory requests for information (the SEC, NASD, state
securities regulators, and/or foreign securities authorities,
including without limitation requests for information in
inspections or for position reporting purposes),
o To potential sub-advisors of portfolios (pursuant to confidentiality
agreements),

o To consultants for retirement plans for plan sponsors/discussions at
due diligence meetings (pursuant to confidentiality agreements),
o Investment bankers in connection with merger discussions (pursuant to
confidentiality agreements).

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

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

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

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

A.G. Edwards & Sons
ABG Securities
ABN AMRO
Advest
AG Edwards
American Technology Research
Auerbach Grayson
Banc of America Securities
Barclays
Baseline
Bear Stearns
Belle Haven
Bloomberg
BNP Paribas
BS Financial Services
Buckingham Research Group
Caris & Co.
CIBC World Markets
Citigroup
Citigroup Global Markets
Collins Stewart
Craig-Hallum Capital Group LLC
Credit Agricole Cheuvreux
N.A. Inc.
Credit Suisse First Boston
Daiwa Securities
Davy
Deutsche Bank
Deutsche Bank Securities
Dresdner Kleinwort Wasserstein
Emmet & Co
Empirical Research
Enskilda Securities
Essex Capital Markets
Exane BNP Paribas
Factset
Fidelity Capital Markets
Fimat USA Inc.
First Albany
First Albany Corporation
Fixed Income Securities

Fortis Securities
Fox-Pitt, Kelton
Friedman, Billing, Ramsey
Fulcrum Global Partners
Garp Research
George K Baum & Co.
Goldman
Goldman Sachs
HSBC
HSBC Securities Inc
ING Barings
ISI Group
Janney Montgomery
Jefferies
Jeffries & Co.
JP Morgan
JP Morgan Securities
JPP Eurosecurities
Keefe, Bruyette & Woods
Keijser Securities
Kempen & Co. USA Inc.
Kepler Equities/Julius Baer
Sec
KeyBanc Capital Markets
Leerink Swan
Legg Mason
Lehman
Lehman Brothers
Lipper
Loop Capital Markets
MainFirst Bank AG
Makinson Cowell US Ltd
Maxcor Financial
Merrill
Merrill Lynch
Midwest Research
Mizuho Securities
Morgan Stanley
Morningstar
Natexis Bleichroeder
Ned Davis Research Group
Nomura Securities
Pacific Crest
Pacific Crest Securities
Pacific Growth Equities
Petrie Parkman
Pictet
Piper Jaffray Inc.
Plexus
Prager Sealy & Co.
Prudential Securities
Ramirez & Co.
Raymond James
RBC Capital Markets
RBC Dain Rauscher
Research Direct
Robert W. Baird
Roosevelt & Cross
Russell Mellon
Ryan Beck & Co.
Sanford C. Bernstein
Scotia Capital Markets
SG Cowen & Co.
SG Cowen Securities
Soleil Securities Group
Standard & Poors
Stone & Youngberg
SWS Group
Taylor Rafferty
Think Equity Partners
Thomas Weisel Partners
UBS
Wachovia
Wachovia Corp
Wachovia Securities
Wescott Financial
William Blair
Yieldbook

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

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,

will generally have a value, will generally have

separate voting rights on matters in which interests of one class are
different from interests of another class, and

o votes as a class on matters that affect that class alone.

Shares are freely transferable, and each share of each class has one vote
at shareholder meetings, with fractional shares voting proportionally, on
matters submitted to a 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 or when required to do so by the Investment Company Act or
other applicable law. The shareholders have the right to call a meeting to
remove a Director or to take certain other action described in the Articles of
Incorporation or under Maryland law.

The Fund will hold 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 Directors will call a meeting of shareholders for
that specified purpose. The Fund has undertaken that it will then either give
the applicants access to the Fund's shareholder list or mail the applicants'
communication to all other shareholders at the applicants' expense.

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

The Board of Directors has an Audit Committee comprised solely of Directors
who are not "interested persons" under the Investment Company Act (the
"Independent Directors"). The members of the Audit Committee are Paul Y. Clinton
(Chairman), Thomas W. Courtney, David K. Downes, Robert G. Galli, Lacy B.
Herrmann and Brian F. Wruble. The Audit Committee held six meetings during the
Fund's fiscal year ended October 31, 2005. The Audit Committee furnishes the
Board with recommendations regarding the selection of the Fund's independent
registered public accounting firm (also referred to as the "independent
Auditors"). Other main functions of the Audit Committee outlined in the Audit
Committee Charter, include, but are not limited to: (i) reviewing the scope and
results of financial statement audits and the audit fees charged; (ii) reviewing
reports from the Fund's independent registered public accounting firm regarding
the Fund's internal accounting procedures and controls; (iii) reviewing reports
from the Manager's Internal Audit Department; (iv) maintaining a separate line
of communication between the Fund's independent Auditors and the Independent
Directors; (v) reviewing the independence of the Fund's independent Auditors;
(vi) pre-approving the provision of any audit or non-audit services by the
Fund's independent Auditors, including tax services, that are not prohibited by
the Sarbanes-Oxley Act, to the Fund, the Manager and certain affiliates of the
Manager.

The Audit Committee's functions include selecting and nominating, to the
full Board, nominees for election as Directors, and selecting and nominating
Independent Directors for election. The Audit Committee may, but need not,
consider the advice and recommendation of the Manager and its affiliates in
selecting nominees. The full Board elects new directors except for those
instances when a shareholder vote is required.

To date, the Audit Committee has been able to identify from its own
resources an ample number of qualified candidates. Nonetheless, shareholders may
submit names of individuals, accompanied by complete and properly supported
resumes, for the Audit Committee's consideration by mailing such information to
the Audit Committee. Shareholders wishing to submit a nominee for election to
the Board may do so by mailing their submission to the offices of
OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, New York 10281-1008, to the attention of the Board of Trustees
of Oppenheimer Quest Capital Value Fund, Inc., c/o the Secretary of the Fund.
Submissions should, at a minimum, be accompanied by the following: (1) the name,
address, and business, educational, and/or other pertinent background of the
person being recommended; (2) a statement concerning whether the person is an
"interested person" as defined in the Investment Company Act; (3) any other
information that the Fund would be required to include in a proxy statement
concerning the person if he or she was nominated; and (4) the name and address
of the person submitting the recommendation and, if that person is a
shareholder, the period for which that person held Fund shares. Shareholders
should note that a person who owns securities issued by Massachusetts Mutual
Life Insurance Company ("MassMutual") (the parent company of the Manager) would
be deemed an "interested person" under the Investment Company Act. In addition,
certain other relationships with MassMutual or its subsidiaries, with registered
broker-dealers, or with the Funds' outside legal counsel may cause a person to
be deemed an "interested person."

Although candidates are expected to provide a mix of attributes,
experience, perspective and skills necessary to effectively advance the
interests of shareholders, the Audit Committee has not established specific
qualifications that must be met by a trustee nominee. In evaluating trustee
nominees, the Audit Committee considers, among other things, an individual's
background, skills, and experience; whether the individual is an "interested
person" as defined in the Investment Company Act; and whether the individual
would be deemed an "audit committee financial expert" within the meaning of
applicable SEC rules. The Audit Committee also considers whether the
individual's background, skills, and experience will complement the background,
skills, and experience of other nominees. The Audit Committee may, upon Board
approval, retain an executive search firm or use the services of legal,
financial, or other external counsel to assist in screening potential
candidates.

There are no differences in the manner in which the Audit Committee
evaluates nominees for trustees based on whether the nominee is recommended by a
shareholder.

Directors and Officers of the Fund. Except for Mr. Murphy, each of the
Directors is an "Independent Director" under the Investment Company Act. All of
the Directors are also directors or trustees of the following Oppenheimer funds
(referred to as "Board III Funds"):

Bond Fund Series
Oppenheimer MidCap Fund
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Rochester Fund Municipals
Rochester Portfolio Series

In addition to being a Board member of each of the Board III Funds, Messrs.
Galli and Wruble are also directors or trustees of 38 other portfolios in the
OppenheimerFunds complex.

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

Messrs. Gillespie, Murphy, Petersen, Szilagyi, Vandehey, Wixted and Zack
and Mss. Bloomberg and Ives, who are officers of the Fund, hold the same offices
with one or more of the other Board III Funds. As of February 1, 2006 the
Directors and officers of the Fund, as a group, owned of record or beneficially
less than 1% of any class of shares of the Fund. The foregoing statement does
not reflect ownership of shares held of record by an employee benefit plan for
employees of the Manager, other than the shares beneficially owned under that
plan by the officers of the Fund listed above. In addition, none of the
Independent Directors (nor any of their immediate family members) owns
securities of either the Manager, the Sub-Advisor or the Distributor of the
Board III Funds or of any entity directly or indirectly controlling, controlled
by or under common control with the Manager, the Sub-Advisor or the Distributor.

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

Independent Directors
- -------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------

Name, Position(s) Principal Occupation(s) During the Dollar Range Aggregate Dollar
Past 5 Years; Other of Shares Range of Shares
Held with the Trusteeships/Directorships Held; Beneficially Beneficially
Fund, Length of Number of Portfolios in the Fund Owned in the Owned in
Service, Age Complex Currently Overseen Fund Supervised Funds

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

As of December 31, 2005

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

Thomas W. Courtney, Principal of Courtney Associates, None $10,001-$50,000
Chairman of the Inc. (venture capital firm) (since
Board of Directors 1982); General Partner of Trivest
since 2001, Venture Fund (private venture capital
Director since 1996 fund); President of Investment
Age: 72 Counseling Federated Investors, Inc.
(1973-1982); Trustee of the following

open-end investment companies: Cash

Assets Trust (1984), Premier VIT
(formerly PIMCO Advisors VIT), Tax
Free Trust of Arizona (since 1984)
and four funds for the Hawaiian Tax
Free Trust. Oversees 11 portfolios in
the OppenheimerFunds complex.**

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

Paul Y. Clinton, Principal of Clinton Management None Over $100,000
Director, since Associates (financial and venture
1996 capital consulting firm) (since
Age: 75 1996); Trustee of Premier VIT
(formerly PIMCO Advisors VIT)
(open-end investment company);

Trustee of Capital Cash Management

Trust (money market fund)
(1979-December 2004); Trustee of

Narragansett Insured Tax-Free Income

Fund (tax-exempt bond fund)
(1996-December 2004); Trustee of
Prime Cash Fund (1996-December 2004);
and Director of OCC Cash Reserves,
Inc. (open-end investment company)
(1989-December 2002). Oversees 11

portfolios in the OppenheimerFunds

complex.**

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

David K. Downes, President, Chief Executive Officer None None
Director since 2005 and Board Member of CRAFund Advisors,
Age: 66 Inc. (investment management company)
(since January 2004); President of
The Community Reinvestment Act
Qualified Investment Fund (investment
management company) (since January
2004); Independent Chairman of the
Board of Trustees of Quaker
Investment Trust (registered
investment company) (since January
2004); Director of Internet Capital
Group (information technology
company) (since October 2003); Chief
Operating Officer and Chief Financial
Officer of Lincoln National
Investment Companies, Inc.
(subsidiary of Lincoln National
Corporation, a publicly traded
company) and Delaware Investments
U.S., Inc. (investment management
subsidiary of Lincoln National
Corporation) (1995-2003); President,
Chief Executive Officer and Trustee
of Delaware Investment Family of
Funds (1995-2003); President and
Board Member of Lincoln National
Convertible Securities Funds, Inc.
and the Lincoln National Income
Funds, TDC (1995-2003); Chairman and
Chief Executive Officer of Retirement
Financial Services, Inc. (registered
transfer agent and investment adviser
and subsidiary of Delaware
Investments U.S., Inc.) (1995-2003);
President and Chief Executive Officer
of Delaware Service Company, Inc.
(1995-2003); Chief Administrative
Officer, Chief Financial Officer,
Vice Chairman and Director of
Equitable Capital Management
Corporation (investment subsidiary of
Equitable Life Assurance Society)
(1985-1992); Corporate Controller of
Merrill Lynch & Company (financial
services holding company)
(1977-1985); held the following
positions at the Colonial Penn Group,
Inc. (insurance company): Corporate
Budget Director (1974-1977),
Assistant Treasurer (1972-1974) and
Director of Corporate Taxes
(1969-1972); held the following
positions at Price Waterhouse &
Company (financial services firm):
Tax Manager (1967-1969), Tax Senior
(1965-1967) and Staff Accountant
(1963-1965); United States Marine
Corps (1957-1959). Oversees 10
portfolios in the OppenheimerFunds
complex.

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

Robert G. Galli, A director or trustee of other None Over $100,000
Director since 1998 Oppenheimer funds. Oversees 48
Age: 72 portfolios in the OppenheimerFunds
complex.*

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

Lacy B. Herrmann, Founder and Chairman Emeritus of None $10,001-$50,000
Director since 1996 Aquila Management Corporation
Age: 76 (open-end investment company) (since
December 2004); Chairman and Chief
Executive Officer of Aquila
Management Corporation (since August
1984); Chairman of the Board and
President of Aquila Management
Corporation (August 1984-December
1984); Vice President, Director and
Secretary of Aquila Distributors,
Inc. (distributor of Aquila
Management Corporation); Treasurer of
Aquila Distributors, Inc.; President
and Chairman of the Board of Trustees
of Capital Cash Management Trust
("CCMT"); President and Director of
STCM Management Company, Inc.
(sponsor and adviser to CCMT);
Chairman, President and Director of
InCap Management Corporation;
Sub-Advisor and Administrator of
Prime Cash Fund & Short Term Asset
Reserves; Director of OCC Cash
Reserves, Inc. (open-end investment
company) (June 2003); Trustee of
Premier VIT (formerly PIMCO Advisors
VIT) (investment company) (since
1994); Trustee of OCC Accumulation
Trust (open-end investment company);
Chairman of the Board of Trustees and
President of Hawaiian Tax-Free Trust
(open-end investment company)
(February 1985-December 2003);
Trustee Emeritus of Brown University
(since June 1983) . Oversees 11
portfolios in the OppenheimerFunds
complex.**

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

Brian F. Wruble,
Director since
2001
General Partner of Odyssey Partners, L.P. $1-$10,000 Over $100,000
(hedge fund) (since September 1995);
Director of Special Value Opportunities Fund, LLC
(registered investment company) (since September 2004);
Member, Zurich Financial Investment Advisory Board
(affiliate of the Manager's parent company) (since October 2004);
Board of Governing Trustees of The Jackson Laboratory
(non-profit) (since August 1990); Trustee of the
Institute for Advanced Study (non-profit educational
institute) (since May 1992); Special Limited Partner of
Odyssey Investment Partners, LLC (private equity investment)
(January 1999-September 2004); Trustee of Research Foundation of
AIMR (2000-2002) (investment research, non-profit);
Governor, Jerome Levy Economics Institute of Bard College
(August 1990-September 2001) (economics research); Director
of Ray & Berendtson, Inc. (May 2000-April
2002) (executive search firm); President and Chief
Executive Officer of the Delaware Group of Mutual Funds
(1992-1995); Chairman, President and Chief
Executive Officer of Equitable Capital Management
Corporation (1985-1992); Executive Vice President and
Chief Investment Officer at The Equitable Life
Assurance Society of the U.S. (1979-1992); Vice
President and Co-manager at Smith Barney, Harris Upham
and Company (1970-1979); Engineer, Sperry Gyroscope
Company (1966-1970); former governor of the
Association for Investment Management and Research;
former chairman of the Institute of Chartered Financial
Analysts; Chartered Financial Analyst. Oversees 48
portfolios in the Director since 2001 OppenheimerFunds complex.*

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

* In addition to serving as Director of all of the Board III Funds, Messrs.
Galli and Wruble also serve as directors or trustees of 38 other Oppenheimer
funds that are not Board III Funds.

** Includes one open-end investment company, Premier VIT (formerly PIMCO
Advisors VIT) for which the Fund's Sub-Adviser acts as the investment adviser.
In accordance with the instructions for Form N-1A, for purposes of this section
only, Premier VIT is included in the "Fund Complex." The Manager does not
consider Premier VIT to be part of the OppenheimerFunds "Fund Complex" as that
term may be otherwise interpreted.

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

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

Interested Director and Officer

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

Name, Position(s) Principal Occupation(s) During the Past 5 Dollar Aggregate
Dollar Range
Range of Of Shares
Shares Beneficially
Held with Fund, Years; Other Trusteeships/Directorships Beneficially Owned in
Length of Held; Number of Portfolios in the Fund Owned in Supervised
Service, Age Complex Currently Overseen the Fund Funds

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

As of December 31, 2005

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

John V. Murphy, Chairman, Chief Executive Officer and None Over $100,000
President and Director (since June 2001) and President
Principal (since September 2000) of the Manager;
Executive Officer President and director or trustee of other
since 2001and Oppenheimer funds; President and Director
Trustee since 2005 of Oppenheimer Acquisition Corp. ("OAC")
Age: 56 (the Manager's parent holding company) and
of Oppenheimer Partnership Holdings, Inc.
(holding company subsidiary of the Manager)
(since July 2001); Director of
OppenheimerFunds Distributor, Inc.
(subsidiary of the Manager) (since November
2001); Chairman and Director of Shareholder
Services, Inc. and of Shareholder Financial
Services, Inc. (transfer agent subsidiaries
of the Manager) (since July 2001);
President and Director of OppenheimerFunds
Legacy Program (charitable trust program
established by the Manager) (since July
2001); Director of the following investment
advisory subsidiaries of the Manager: OFI
Institutional Asset Management, Inc.,
Centennial Asset Management Corporation,
Trinity Investment Management Corporation
and Tremont Capital Management, Inc. (since
November 2001), HarbourView Asset
Management Corporation and OFI Private
Investments, Inc. (since July 2001);
President (since November 1, 2001) and
Director (since July 2001) of Oppenheimer
Real Asset Management, Inc.; Executive Vice
President of Massachusetts Mutual Life
Insurance Company (OAC's parent company)
(since February 1997); Director of DLB
Acquisition Corporation (holding company
parent of Babson Capital Management LLC)
(since June 1995); Member of the Investment
Company Institute's Board of Governors
(since October 3, 2003); Chief Operating
Officer of the Manager (September 2000-June
2001); President and Trustee of MML Series
Investment Fund and MassMutual Select Funds
(open-end investment companies) (November
1999-November 2001); Director of C.M. Life
Insurance Company (September 1999-August
2000); President, Chief Executive Officer
and Director of MML Bay State Life
Insurance Company (September 1999-August
2000); Director of Emerald Isle Bancorp and
Hibernia Savings Bank (wholly-owned
subsidiary of Emerald Isle Bancorp) (June
1989-June 1998). Oversees 87 portfolios in
the OppenheimerFunds complex.

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

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

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

Other Officers of the Fund

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

Name, Position(s) Held Principal Occupation(s) During Past 5 Years
with Fund, Length of
Service, Age

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

Mark S. Vandehey, Senior Vice President and Chief Compliance Officer of the
Vice President and Manager (since March 2004); Vice President of OppenheimerFunds
Chief Compliance Distributor, Inc., Centennial Asset Management Corporation and
Officer since 2004 Shareholder Services, Inc. (since June 1983). Former Vice
Age: 55 President and Director of Internal Audit of the Manager
(1997-February 2004). An officer of 87 portfolios in the
OppenheimerFunds complex.

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

Brian W. Wixted, Senior Vice President and Treasurer of the Manager (since March
Treasurer and 1999); Treasurer of the following: HarbourView Asset Management
Principal Financial & Corporation, Shareholder Financial Services, Inc., Shareholder
Accounting Officer Services, Inc., Oppenheimer Real Asset Management Corporation,
since 1999 and Oppenheimer Partnership Holdings, Inc. (since March 1999),
Age: 46 OFI Private Investments, Inc. (since March 2000),
OppenheimerFunds International Ltd. (since May 2000),
OppenheimerFunds plc (since May 2000), OFI Institutional Asset
Management, Inc. (since November 2000), and OppenheimerFunds
Legacy Program (charitable trust program established by the
Manager) (since June 2003); Treasurer and Chief Financial
Officer of OFI Trust Company (trust company subsidiary of the
Manager) (since May 2000); Assistant Treasurer of the following:
OAC (since March 1999),Centennial Asset Management Corporation
(March 1999-October 2003) and OppenheimerFunds Legacy Program
(April 2000-June 2003); Principal and Chief Operating Officer of
Bankers Trust Company-Mutual Fund Services Division (March
1995-March 1999). An officer of 87 portfolios in the
OppenheimerFunds complex.

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

Brian Petersen, Assistant Vice President of the Manager (since August 2002);
Assistant Treasurer Manager/Financial Product Accounting of the Manager (November
since 2004 1998-July 2002). An officer of 87 portfolios in the
Age: 35 OppenheimerFunds complex.

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

Brian C. Szilagyi, Assistant Vice President of the Manager (since July 2004);
Assistant Treasurer Director of Financial Reporting and Compliance of First Data
since 2005 Corporation (April 2003-July 2004); Manager of Compliance of
Age: 35 Berger Financial Group LLC (May 2001-March 2003); Director of
Mutual Fund Operations at American Data Services, Inc.
(September 2000-May 2001). An officer of 87 portfolios in the
OppenheimerFunds complex.

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

Robert G. Zack, Executive Vice President (since January 2004) and General
Secretary since 2001 Counsel (since March 2002) of the Manager; General Counsel and
Age: 57 Director of the Distributor (since December 2001); General
Counsel of Centennial Asset Management Corporation (since
December 2001); Senior Vice President and General Counsel of
HarbourView Asset Management Corporation (since December 2001);
Secretary and General Counsel of OAC (since November 2001);
Assistant Secretary (since September 1997) and Director (since
November 2001) of OppenheimerFunds International Ltd. and
OppenheimerFunds plc; Vice President and Director of Oppenheimer
Partnership Holdings, Inc. (since December 2002); Director of
Oppenheimer Real Asset Management, Inc. (since November 2001);
Senior Vice President, General Counsel and Director of
Shareholder Financial Services, Inc. and Shareholder Services,
Inc. (since December 2001); Senior Vice President, General
Counsel and Director of OFI Private Investments, Inc. and OFI
Trust Company (since November 2001); Vice President of
OppenheimerFunds Legacy Program (since June 2003); Senior Vice
President and General Counsel of OFI Institutional Asset
Management, Inc. (since November 2001); Director of
OppenheimerFunds (Asia) Limited (since December 2003); Senior
Vice President (May 1985-December 2003), Acting General Counsel
(November 2001-February 2002) and Associate General Counsel (May
1981-October 2001) of the Manager; Assistant Secretary of the
following: Shareholder Services, Inc. (May 1985-November 2001),
Shareholder Financial Services, Inc. (November 1989-November
2001), and OppenheimerFunds International Ltd. (September
1997-November 2001). An officer of 87 portfolios in the
OppenheimerFunds complex.

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

Kathleen T. Ives, Vice President (since June 1998) and Senior Counsel and
Assistant Secretary Assistant Secretary (since October 2003) of the Manager; Vice
since 2001 President (since 1999) and Assistant Secretary (since October
Age: 40 2003) of the Distributor; Assistant Secretary of Centennial
Asset Management Corporation (since October 2003); Vice
President and Assistant Secretary of Shareholder Services, Inc.
(since 1999); Assistant Secretary of OppenheimerFunds Legacy
Program and Shareholder Financial Services, Inc. (since December
2001); Assistant Counsel of the Manager (August 1994-October
2003). An officer of 87 portfolios in the OppenheimerFunds
complex.

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

Lisa I. Bloomberg, Vice President and Associate Counsel of the Manager (since May
Assistant Secretary 2004); First Vice President (April 2001-April 2004), Associate
since 2004 General Counsel (December 2000-April 2004), Corporate Vice
Age: 38 President (May 1999-April 2001) and Assistant General Counsel
(May 1999-December 2000) of UBS Financial Services Inc.
(formerly, PaineWebber Incorporated). An officer of 87
portfolios in the OppenheimerFunds complex.

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

Phillip S. Gillespie, Senior Vice President and Deputy General Counsel of the Manager
Assistant Secretary (since September 2004); Mr. Gillespie held the following
since 2004 positions at Merrill Lynch Investment Management: First Vice
Age: 42 President (2001-September 2004); Director (2000-September 2004)
and Vice President (1998-2000). An officer of 87 portfolios in
the OppenheimerFunds complex.

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

|X| Remuneration of the Officers and Directors. The officers and the
interested Director of the Fund, who are affiliated with the Manager, receive
no salary or fee from the Fund. The Independent Directors' compensation from
the Fund, shown below, is for serving as a Director and member of a committee
(if applicable), with respect to the Fund's fiscal year ended October 31,
2005. The total compensation from the Fund and fund complex represents
compensation, including accrued retirement benefits, for serving as a
Director and member of a committee (if applicable) of the Boards of the Fund
and other funds in the OppenheimerFunds complex during the calendar year
ended December 31, 2005.

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

Aggregate Retirement Total
Benefits
Director Name and Accrued Estimated Compensation
Other Fund Compensation as Part Annual From the Fund
Position(s) From the of Fund Benefits Upon and Fund Complex
(as applicable) Fund(1) Expenses Retirement(2) (3)

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

Fiscal year ended 10/31/05 Year ended
December 31, 2005

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

Thomas W. Courtney $3,284 $2,570 $88,728 $207,746(4)
Chairman of the Board
and Audit Committee
Member

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

Paul Y. Clinton $3,140 $2,484 $85,662 $189,746(5)
Audit Committee Chairman

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

David K. Downes(6) None None None $6,860

Audit Committee Member
- ----------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------

Robert G. Galli $2,928 $2,341 $100,824(7) $264,812(8)

Lacy B. Herrmann $2,887 $1,772 $81,676 $171,621(9)
Audit Committee Member

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

Brian F. Wruble $2,928 $2,082 $31,332 $159,354(10)
Audit Committee Member

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

1. "Aggregate Compensation From the Fund" includes fees and deferred
compensation, if any, for a Director.
2. "Estimated Annual Benefits Upon Retirement" is based on a
straight life payment plan election with the assumption that a Director will
retire at the age of 75 and is eligible (after 7 years of service) to receive
retirement plan benefits as described below under "Retirement Plan for
Directors." Actual benefits upon retirement may vary based on retirement age,
years of service and benefit payment elections of the Director.
3. "Total Compensation From the Fund and Fund Complex" includes fees,
deferred compensation (if any) and accrued retirement benefits (if any).
For purposes of this section only, in accordance with the instructions
for Form N-1A, "Fund Complex" includes the Oppenheimer funds and one
open-end investment company, PIMCO Advisors VIT ("PIMCO") (formerly OCC
Accumulation Trust) for which the Fund's former Sub-Advisor acts as the
investment advisor. The Manager does not consider PIMCO to be part of the
OppenheimerFunds "Fund Complex" as that term may be otherwise interpreted.
4. Includes $47,246 ($34,646 compensation and $12,600 accrued retirement
benefits) from Premier VIT, with respect to Mr. Courtney's service as a
trustee of that fund.
5. Includes $46,246 ($33,646 compensation and $12,600 accrued retirement
benefits) from Premier VIT, with respect to Mr. Clinton's service as a
trustee of that fund.
6. Mr. Downes was appointed as Director of the Board III Funds on December
16, 2005.
7. Includes $54,984 estimated benefits to be paid to Mr. Galli for serving
as a director or trustee of 38 other Oppenheimer funds (at December 31,
2005) that are not Board III funds.
8. Includes $129,312 for serving as a director or trustee of 38 other
Oppenheimer funds (at December 31, 2005) that are not Board III Funds.
9. Includes $43,121 ($30,521 compensation and $12,600 accrued retirement
benefits) from Premier VIT, with respect to Mr. Herrmann's service as a
trustee of that fund.
10. Includes $23,854 for serving as a director or trustee of 38 other
Oppenheimer funds (at December 31, 2005) that are not Board III Funds.

|X| Retirement Plan for Directors. The Fund has adopted a retirement plan
that provides for payments to retired Independent Directors. Payments are up
to 80% of the average compensation paid during a Director's five years of
service in which the highest compensation was received. A Director must serve
as director or trustee for any of the Board III Funds for at least seven
years to be eligible for retirement plan benefits and must serve for at least
15 years to be eligible for the maximum benefit. The amount of retirement
benefits a Director will receive depends on the amount of the Director's
compensation, including future compensation and the length of his or her
service on the Board.

|X| Deferred Compensation Plan for Directors. The Board of Directors has
adopted a Deferred Compensation Plan for Independent Directors that enables
them to elect to defer receipt of all or a portion of the annual fees they
are entitled to receive from the Fund. Under the plan, the compensation
deferred by a Director is periodically adjusted as though an equivalent
amount had been invested in shares of one or more Oppenheimer funds selected
by the Director. The amount paid to the Director under the plan will be
determined based upon the amount of compensation deferred and the performance
of the selected funds.

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

Major Shareholders. As of February 1, 2006, the only persons or
entities who owned of record or were known by the Fund to own beneficially 5%
or more of any class of the Fund's outstanding shares were:

Fidelity Investments, Institutional Operations Co. Inc., Certain
Employee Benefit Plans, 100 Magellan Way #KW1C, Covington, KY
41015-1987, which owned 802,356.728 Class A shares (6.02% of the Class
A shares then outstanding).

Citigroup Global Markets, Inc., Attn. Cindy Tempesta, 333 W. 34th St.
Floor 7, New York, NY 10001-2483, which owned 922,036.592 Class A
shares (6.92% of the Class A shares then outstanding).

GE Financial Trust Co., for the benefit of Omnibus/GE Private Asset
Management, 3200 N. Central Ave. #MS612, Phoenix, AZ 85012-2425, which
owned 694,530.311 Class A shares (5.21% of the Class A shares then
outstanding).

MLPF&S for the sole benefit of its customers, Attn. Fund Admin., 4800
Deer Lake Dr. E. Floor 3, Jacksonville, FL 32246-6484, which owned
122,788.669 Class C shares (5.87% of the Class C shares then
outstanding).

MLPF&S for the sole benefit of its customers, Attn. Fund Admin., 4800
Deer Lake Dr. E. Floor 3, Jacksonville, FL 32246-6484, which owned
37,603.132 Class N shares (5.74% 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, a
global, diversified insurance and financial services organization.

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

Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy Voting
Policies and Procedures under which the Fund votes proxies relating to
securities ("portfolio proxies") held by the Fund. The Fund's primary
consideration in voting portfolio proxies is the financial interests of the
Fund and its shareholders. The Fund has retained an unaffiliated third-party
as its agent to vote portfolio proxies in accordance with the Fund's
Portfolio Proxy Voting Guidelines and to maintain records of such portfolio
proxy voting. The Portfolio Proxy Voting Policies and Procedures include
provisions to address conflicts of interest that may arise between the Fund
and the Manager or the Manager's affiliates or business relationships. Such a
conflict of interest may arise, for example, where the Manager or an
affiliate of the Manager manages or administers the assets of a pension plan
or other investment account of the portfolio company soliciting the proxy or
seeks to serve in that capacity. The Manager and its affiliates generally
seek to avoid such conflicts by maintaining separate investment decision
making processes to prevent the sharing of business objectives with respect
to proposed or actual actions regarding portfolio proxy voting decisions.
Additionally, the Manager employs the following two procedures: (1) if the
proposal that gives rise to the conflict is specifically addressed in the
Guidelines, the Manager will vote the portfolio proxy in accordance with the
Guidelines, provided that they do not provide discretion to the Manager on
how to vote on the matter; and (2) if such proposal is not specifically
addressed in the Guidelines or the Guidelines provide discretion to the
Manager on how to vote, the Manager will vote in accordance with the
third-party proxy voting agent's general recommended guidelines on the
proposal provided that the Manager has reasonably determined that there is no
conflict of interest on the part of the proxy voting agent. If neither of the
previous two procedures provides an appropriate voting recommendation, the
Manager may retain an independent fiduciary to advise the Manager on how to
vote the proposal or may abstain from voting. The Guidelines' provisions with
respect to certain routine and non-routine proxy proposals are summarized
below:
o The Fund generally votes with the recommendation of the issuer's
management on routine matters, including ratification of the
independent registered public accounting firm, unless circumstances
indicate otherwise.
o The Fund evaluates nominees for director nominated by management on a
case-by-case basis, examining the following factors, among others:
Composition of the board and key board committees, attendance at
board meetings, corporate governance provisions and takeover
activity, long-term company performance and the nominee's investment
in the company.
o In general, the Fund opposes anti-takeover proposals and supports the
elimination, or the ability of shareholders to vote on the
preservation or elimination, of anti-takeover proposals, absent
unusual circumstances.

o The Fund supports shareholder proposals to reduce a super-majority vote
requirement, and opposes management proposals to add a
super-majority vote requirement.

o The Fund opposes proposals to classify the board of directors.
o The Fund supports proposals to eliminate cumulative voting.
o The Fund opposes re-pricing of stock options without shareholder
approval.

o The Fund generally considers executive compensation questions such as
stock option plans and bonus plans to be ordinary business activity.
The Fund analyzes stock option plans, paying particular attention to
their dilutive effect. While the Fund generally supports management
proposals, the Fund opposes plans it considers to be excessive.

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

|X| The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and Fund. The Manager handles the Fund's
day-to-day business, and the agreement permits the Manager to enter into
sub-advisory agreements with other registered investment advisers to obtain
specialized services for the Fund, as long as the Fund is not obligated to
pay any additional fees for those services. The Manager has retained the
Sub-Advisor pursuant to a separate Sub-Advisory Agreement, described below,
under which the Sub-Advisor buys and sells portfolio securities for the Fund.
The 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 Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The investment 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. The management fees paid by
the Fund to the Manager during its last three fiscal years were:

---------------------------------------------------------------
Fiscal Year ended 10/31: Management Fees Paid to
OppenheimerFunds, Inc.
---------------------------------------------------------------
- -------------------------------------------------------------------------------
2003 $2,276,055
- -------------------------------------------------------------------------------
---------------------------------------------------------------
2004 $2,941,882
---------------------------------------------------------------
---------------------------------------------------------------

2005 $3,743,238

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

1. The Manager, not the Fund, pays the Sub-Advisor an annual
sub-advisory fee. For fiscal years ended 2003, 2004 and
2005 this sub-advisory fee was $858,498, $1,154,356 and
$1,403,415 respectively.

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 adviser 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 adviser or general distributor. If the Manager shall no
longer act as investment adviser 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.

The Sub-Advisor. The Fund's Sub-Advisor, since January 1, 2005, is
Oppenheimer Capital LLC, a registered investment advisor. The Sub-Advisor is
a Delaware limited liability company with one member, Allianz Dresdner Asset
Management U.S. Equities LLC. Allianz Dresdner Asset Management U.S. Equities
LLC is a wholly-owned subsidiary of Allianz Dresdner Asset Management of
America L.P. ("ADAM LP"). ADAM LP 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 three members, ADAM
U.S. Holding LLC, a Delaware limited liability company, Pacific Asset
Management LLC, a Delaware limited liability company and Pacific Life
Insurance Company, a California stock life insurance company. The sole member
of ADAM U.S. Holding LLC is Allianz Dresdner Asset Management of America LLC.
Allianz Dresdner Asset Management of America LLC has two members, Allianz of
America, Inc., a Delaware corporation which owns 99.9% non-managing interest
and Allianz Dresdner Asset Management of America Holding Inc., a Delaware
corporation which owns a 0.01% managing interest. Allianz Dresdner Asset
Management of America Holding Inc. is a wholly-owned subsidiary of ADAM GmbH,
which is wholly owned by Allianz Aktiengesellschaft ("Allianz AG"). Allianz
of America, Inc. is wholly-owned by Allianz AG. Pacific Asset Management LLC
is a wholly-owned subsidiary of Pacific Life Insurance Company, a
wholly-owned subsidiary of Pacific Mutual Holding Company. Allianz AG
indirectly holds a controlling interest in Allianz Dresdner Asset Management
of America LP. 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 LP and is a California-based
insurance company.

The Sub-Advisor has operated as an investment advisor to investment
companies and other investors since its organization in 1969. As of December
31, 2005, the Sub-Advisor advised accounts having assets in excess of $24
billion. The Sub-Advisor is located at 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105-4800.

Prior to January 1, 2005, the Fund's Sub-Advisor was OpCap Advisors
("OpCap"), a wholly-owned subsidiary of the Sub-Advisor. From the Fund's
inception on April 30, 1980 until February 28, 1997, OpCap (which was then
named Quest for Value Advisors) served as the Fund's investment advisor. On
February 28, 1997, the Manager retained OpCap to provide day-to-day portfolio
management for the Fund.

|X| The Sub-Advisor's Code of Ethics. Each employee of the Sub-Advisor is
subject to a Code of Ethics which has been adopted by the Sub-Advisor to
comply with the provisions of Rule 17j-1 under the Investment Company Act.
The Codes of Ethics are designed to detect and prevent improper personal
trading. The Codes of Ethics permit personnel subject to the Codes to invest
in securities, including securities that may be purchased, sold or held by
the Fund, subject to a number of restrictions and controls including
prohibitions against purchases of securities in an Initial Public Offering
and a preclearance requirement with respect to certain personal securities
transactions.

|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 November 22, 1995 (the "Base Amount") 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.

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.

Portfolio Manager. The Fund's portfolio is managed by Louis Goldstein
(referred to as the "Portfolio Manager"). He is the person responsible for
the day-to-day management of the Fund's investments.

Other Accounts Managed. In addition to managing the Fund's investment
portfolio, Mr. Goldstein also manages other investment portfolios on behalf of
the Manager or its affiliates. The following table provides information
regarding the other portfolios managed by Mr. Goldstein as of October 31, 2005.
No account has a performance-based advisory fee:

Registered Other Pooled
Investment Investment Other
Companies Vehicles Accounts(2)

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

5 1 18
Accounts Managed

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

Total Assets Managed(1) $4,403.10 $36.90 $1,305.56

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

Accounts with
Performance-Based None None None
Advisory Fees

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

Total Assets in Accounts
with Performance-Based None None None
Advisory Fees

1. In millions.
2. Does not include personal accounts of portfolio managers and
their families, which are subject to the Code of Ethics.

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

Compensation of the Portfolio Manager. The Fund's Portfolio Manager is
employed and compensated by the Sub-Advisor, not the Fund. The Sub-Advisor's
compensation structure is designed to attract and retain highly qualified
investment management professionals and to reward individual and team
contributions toward creating shareholder value. As of October 31, 2005, the
Portfolio Manager's compensation consisted of three elements: a base salary,
an annual discretionary bonus and eligibility to participate in a
non-qualified deferred compensation plan.

To help the Sub-Advisor attract and retain talent, the base pay
component of each portfolio manager is set on an annual basis at a level
determined solely by the Sub-Advisor and is intended to be competitive in
light of the particular portfolio manager's experience and responsibilities.
The Sub-Advisor evaluates competitive market compensation by reviewing
compensation survey results conducted by an independent third party of
investment industry compensation. The annual discretionary bonus, which forms
the majority of a portfolio manager's cash compensation, is determined by
senior management of the Sub-Advisor and is based on the Sub-Advisor's
revenues and assets under management in addition to the fund's pre-tax
performance for periods of up to five years, measured against an appropriate
benchmark selected by management. This is intended to align the portfolio
manager's interests with the success of the funds and accounts and their
shareholders. The compensation structure is also intended to be internally
equitable and serve to reduce potential conflicts of interest between the
Fund and other funds managed by the Portfolio Manager. The compensation
structure of the other funds managed by the Portfolio Manager is the same as
the compensation structure of the Fund, described above.

Ownership of Fund Shares. As of October 31, 2005, the Portfolio Manager
beneficially owned shares of the Fund as follows:

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

Range of Shares
Beneficially
Portfolio Manager Owned in the Fund

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

Louis P. Goldstein None

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

Brokerage Policies of the Fund

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

Under the Fund's advisory agreements, in choosing brokers to execute
portfolio transactions for the Fund, the Sub-Advisor may select brokers
(other than affiliates) that provide both brokerage and research services to
the Fund. The commissions paid to those brokers may be higher than another
qualified broker would charge, if the Sub-Advisor makes a good faith
determination that the commission is fair and reasonable in relation to the
services provided.

Brokerage Practices. The Sub-Advisor allocates brokerage for the Fund subject
to the provisions of the Fund's advisory agreements and other applicable
rules and procedures described below.

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

Transactions in equity 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 that are available in U.S. markets. Brokerage
commissions are paid primarily for transactions in listed securities or for
certain fixed-income agency transactions executed in the secondary market.
Otherwise, brokerage commissions are paid only if it appears likely that a
better price or execution can be obtained by doing so. In an option
transaction, the Fund ordinarily uses the same broker for the purchase or
sale of the option and any transaction in the securities to which the option
relates.

Most debt obligations are purchased by the Fund in principal
transactions at net prices. The Fund usually deals directly with the selling
or purchasing principal or market maker without incurring charges for the
services of a broker on its behalf unless the Sub-Advisor determines that a
better price or execution may be obtained by using the services of a broker.
Portfolio securities purchased from underwriters include a commission or
concession paid by the issuer to the underwriter in the price of the
security. Portfolio securities purchased from dealers include a spread
between the bid and asked price. In an option transaction, the Fund
ordinarily uses the same broker for the purchase or sale of the option and
any transaction in the investment to which the option relates.

Other accounts advised by the Sub-Advisor have investment policies
similar to those of the Fund. Those other accounts may purchase or sell the
same securities as the Fund at the same time as the Fund, which could affect
the supply and price of the securities. If two or more accounts advised by
the Sub-Advisor or its affiliates purchase the same security on the same day
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.

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

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

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

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

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

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

During the fiscal years ended October 31, 2003, 2004 and 2005, the Fund
paid the total brokerage commissions indicated in the chart below. During the
fiscal year ended October 31, 2005, the Fund did not execute any transactions
through or pay any commissions to firms that provide research services.

---------------------------------------------------------------------
Fiscal Year Ended Total Brokerage Commissions Paid by the

10/31: Fund(1)

---------------------------------------------------------------------
- -------------------------------------------------------------------------------
2003 $465,008
- -------------------------------------------------------------------------------
---------------------------------------------------------------------
2004 $439,937
---------------------------------------------------------------------
---------------------------------------------------------------------

2005 N/A

---------------------------------------------------------------------
1. Amounts do not include spreads or commissions on principal transactions on
a net trade basis.

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

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

- -------------------------------------------
Fiscal Aggregate Class A
Front-End
Year Front-End Sales Sales Charges
Ended Charges on Retained by
10/31: Class A Shares Distributor(1)
- -------------------------------------------
- -------------------------------------------
2003 $380,381 $111,449
- -------------------------------------------
- -------------------------------------------
2004 $703,510 $204,395
- -------------------------------------------
- -------------------------------------------

2005 $1,314,474 $346,285

- -------------------------------------------
1. Includes amounts retained by a broker-dealer that is an affiliate or a
parent of the Distributor.

- -----------------------------------------------------------------------------
Fiscal Concessions on Concessions on Concessions on Concessions on
Year Class A Shares Class B Shares Class C Shares Class N Shares
Ended Advanced by Advanced by Advanced by Advanced by
10/31: Distributor(1) Distributor(1) Distributor(1) Distributor(1)
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2003 $7,733 $310,827 $65,110 $27,337
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
2004 $17,382 $295,355 $74,562 $30,053
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------

2005 $43,004 $424,315 $128,017 $31,899

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

1. The Distributor advances concession payments to financial
intermediaries 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.

- ------------------------------------------------------------------------------
Fiscal Class A Class B Class C Class N
Contingent Contingent Contingent
Year Deferred Sales Deferred Sales Contingent Deferred Sales
Ended Charges Charges Deferred Sales Charges
10/31: Retained by Retained by Charges Retained Retained by
Distributor Distributor by Distributor Distributor
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2003 $1,203 $119,717 $7,691 $9,966
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
2004 $1,323 $101,232 $9,922 $4,636
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------

2005 $2,564 $125,289 $8,178 $18,483

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

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 pays the Distributor
for all or a portion of its costs incurred in connection with the
distribution and/or servicing of the shares of the particular class. Each
plan has been approved by a vote of the Board of Directors, including a
majority of the Independent Directors(1), cast in person at a meeting called
for the purpose of voting on that plan.

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

Unless a plan is terminated as described below, the plan continues in
effect from year to year but only if the 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 72 months after purchase, 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 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 plans for a class, no payment will be made to any recipient
in any period 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.

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

Under the Class A distribution plan, the plan provides for the Fund to
pay an asset-based sales charge to the Distributor at an annual rate of 0.25%
of average annual net assets of Class A shares of the Fund. Effective January
1, 2003, the Board set that rate to zero. The Distributor paid the entire
asset-based sales charge to brokers, dealers and financial institutions.

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

For the fiscal year ended October 31, 2005 payments under the Class A
distribution and service plan totaled $718,634, of which $1,623 was service
fee payments retained by the Distributor in connection with the grandfathered
retirement accounts, described above, and included $23,927 paid to an
affiliate of the Distributor's parent company. Any unreimbursed expenses the
Distributor incurs with respect to Class A shares in any fiscal year cannot
be recovered in subsequent years. The Distributor may not use payments
received under the Class A plan to pay any of its interest expenses, carrying
charges, or other financial costs, or allocation of overhead.

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

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

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

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

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

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

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

Distribution and Service Fees Paid to the Distributor for the Fiscal Year
Ended 10/31/05

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class: Total Payments Amount Distributor's Distributor's
Aggregate Unreimbursed
Unreimbursed Expenses as %
Retained by Expenses Under of Net Assets
Under Plan Distributor Plan of Class
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Class B Plan $732,916 $575,225(1) $889,702 1.20%

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

Class C Plan $425,289 $113,665(2) $0 0.00%

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

Class N Plan $69,123 $42,960(3) $199,318 1.21%

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

Includes $8,324 paid to an affiliate of the Distributor's parent company.
2. Includes $10,715 paid to an affiliate of the Distributor's parent
company.
3. Includes $3,269 paid to an affiliate of the Distributor's parent
company.

All payments under the plans are subject to the limitations imposed by
the Conduct Rules of the NASD on payments of asset-based sales charges and
service fees.

Payments to Fund Intermediaries

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

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

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

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

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

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

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

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

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

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

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

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

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

For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

ABN AMRO Financial Services Inc. ACS HR Solutions LLC
Administrative Management Group ADP Broker/Dealer Inc.
Aetna Financial Services Alliance Benefit Group
American Stock Transfer & Trust Co Ameriprise Financial Services, Inc.
Baden Retirement Plan Services LLC Banc One Securities Corp.
BCG Securities Benefit Administration Company LLC
Benefit Administration Inc. Benefit Plans Administrative
Services
Benetech Inc. Bisys Retirement Services
Boston Financial Data Services Inc. Ceridian Retirement Plan Services
Charles Schwab & Co Inc. Charles Schwab Trust Company
Circle Trust Company Citigroup Global Markets Inc.
CitiStreet City National Bank
Columbia Funds Distributor Inc. CPI Qualified Plan Consultants Inc.
Daily Access.Com Inc. Digital Retirement Solutions
DST Systems Inc. Dyatech LLC
Edgewood/Federated Investments ERISA Administrative Services Inc.
Expert Plan Inc. FASCorp
FBD Consulting Inc. Fidelity Institutional Operations
Co.
Fidelity Investments First National Bank of Omaha
First Trust Corp. First Trust-Datalynx
Franklin Templeton Geller Group LTD
GoldK Inc. Great West Life & Annuity Ins Co.
Hartford Life Insurance Co Hewitt Associates LLC
ICMA-RC Services LLC Independent Plan Coordinators Inc.
ING Ingham Group
Interactive Retirement Systems Invesco Retirement Plans
Invesmart InWest Pension Management
John Hancock Life Insurance Co. JPMorgan Chase & Co
JPMorgan Chase Bank July Business Services
Kaufman & Goble Leggette & Company Inc.
Lincoln National Life MassMutual Financial Group and
affiliates
Matrix Settlement & Clearance Mellon HR Solutions
Services
Mercer HR Services Merrill Lynch & Co., Inc.
Metavante 401(k) Services Metlife Securities Inc.
MFS Investment Management Mid Atlantic Capital Corp.
Milliman Inc. Morgan Stanley Dean Witter Inc.
National City Bank National Financial Services Corp.
Nationwide Investment Service Corp. New York Life Investment Management
Northeast Retirement Services Northwest Plan Services Inc.
Pension Administration and Consulting PFPC Inc.
Plan Administrators Inc. PlanMember Services Corporation
Princeton Retirement Group Inc. Principal Life Insurance Co
Programs for Benefit Plans Inc. Prudential Retirement Insurance &
Annuity Co
Prudential Retirement Services PSMI Group
Putnam Investments Quads Trust Company
RSM McGladrey Retirement Resources SAFECO
Standard Insurance Co Stanley Hunt DuPree Rhine
Stanton Group Inc. State Street Bank & Trust
Strong Capital Management Inc. Symetra Investment Services Inc.
T Rowe Price Associates Taylor Perky & Parker LLC
Texas Pension Consultants The 401(K) Company
The Chicago Trust Company The Retirement Plan Company LLC
The Vanguard Group TruSource
Unified Fund Services Inc. Union Bank & Trust Co. (Nebraska)
USI Consulting Group (CT) Valic Retirement Services Co
Wachovia Bank NA Web401k.com
Wells Fargo Bank NA Wilmington Trust Company
WySTAR Global Retirement Solutions

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its investment performance. Those terms include "cumulative total
return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how
total returns are calculated is set forth below. The charts below show the
Fund's performance as of the Fund's most recent fiscal year end. You can
obtain current performance information by calling the Fund's Transfer Agent
at 1.800.225.5677 or by visiting the OppenheimerFunds Internet website at
www.oppenheimerfunds.com.

The Fund's illustrations of its performance data in advertisements must
comply with rules of the SEC. 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.

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

o Total returns measure the performance of a hypothetical account in the
Fund over various periods and do not show the performance of each
shareholder's account. Your account's performance will vary from the
model performance data if your dividends are received in cash, or
you buy or sell shares during the period, or you bought your shares
at a different time and price than the shares used in the model.

o The Fund's performance returns may not reflect the effect of taxes on
dividends and capital gains distributions.

o An investment in the Fund is not insured by the FDIC or any other
government agency.
o The principal value of the Fund's shares, and total returns are not
guaranteed and normally will fluctuate on a daily basis.
o When an investor's shares are redeemed, they may be worth more or less
than their original cost.
o Total returns for any given past period represent historical
performance information and are not, and should not be considered, a
prediction of future returns.

The performance of each class of shares is shown separately, because
the performance of each class of shares will usually be different. That is
because of the different kinds of expenses each class bears. The total
returns of each class of shares of the Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of those
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" in the formula below) (unless the return is
shown without sales charge, as described below). For Class B shares, payment
of the applicable contingent deferred sales charge is applied, depending on
the period for which the return is shown: 5.0% in the first year, 4.0% in the
second year, 3.0% in the third and fourth years, 2.0% in the fifth year, 1.0%
in the sixth year and none thereafter. For Class C shares, the 1.0%
contingent deferred sales charge is deducted for returns for the one-year
period. For Class N shares, the 1.0% contingent deferred sales charge is
deducted for returns for the one-year period, and total returns for the
periods prior to 03/01/01 (the inception date for Class N shares) are based
on the Fund's Class A returns, adjusted to reflect the higher Class N 12b-1
fees.

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

- 1 = Average Annual Total
ERV l/n Return

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

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

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

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

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

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

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

The Fund's Total Returns for the Periods Ended 10/31/2005

years or
Shares life-of-class)

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

1-Year 5-Years 10-Years
(or life of (or life of
class if less) class if less)

- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
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 148.76% 163.93% 3.49% 9.80% 4.27% 5.51% 9.54% 10.19%

A(1)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Class 109.79% 109.79% 3.81% 8.81% 4.44% 4.69% 8.93% 8.93%

B(2)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Class 104.74% 104.74% 7.80% 8.80% 4.69% 4.69% 8.63% 8.63%

C(3)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------

Class 28.63% 28.63% 8.31% 9.31% 5.54% 5.54% N/A N/A

N(4)
- ---------------------------------------------------------------------------------
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

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

Average Annual Total Returns for Class A(1) Shares (After Sales Charge)
For the Periods Ended 10/31/2005

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

1-Year 5-Years 10-Years
(or life of (or life of
class if less) class if less)

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

After Taxes on Distributions 1.95% 1.97% 6.52%

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

After Taxes on 3.30% 2.47% 6.71%

Distributions and
Redemption of Fund Shares
- -----------------------------------------------------------------------------

1. Inception of Class A: 2/13/87

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 SAI.
The Fund may also compare its performance to that of other investments,
including other mutual funds, or use rankings of its performance by
independent ranking entities. Examples of these performance comparisons are
set forth below.

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

|X| Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc., an
independent mutual fund monitoring service. Morningstar rates mutual funds in
their specialized market sector. The Fund is rated among mid-cap blend funds.

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

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

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

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

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

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

ABOUT YOUR ACCOUNT

How to Buy Shares

Additional information is presented below about the methods that can be used
to buy shares of the Fund. Appendix C contains more information about the
special sales charge arrangements offered by the Fund, and the circumstances
in which sales charges may be reduced or waived for certain classes of
investors.

When you purchase shares of the Fund, your ownership interest in the shares
of the Fund will be recorded as a book entry on the records of the Fund. The
Fund will not issue or re-register physical share certificates.

AccountLink. When shares are purchased through AccountLink, each purchase
must be at least $50 and shareholders must invest at least $500 before an
Asset Builder Plan (described below) can be established on a new account.
Accounts established prior to November 1, 2002 will remain at $25 for
additional purchases. Shares will be purchased on the regular business day
the Distributor is instructed to initiate the Automated Clearing House
("ACH") transfer to buy the shares. Dividends will begin to accrue on shares
purchased with the proceeds of ACH transfers on the business day the Fund
receives Federal Funds for the purchase through the ACH system before the
close of the New York Stock Exchange (the "NYSE"). The NYSE normally closes
at 4:00 p.m., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the NYSE, the shares will be
purchased and dividends will begin to accrue on the next regular business
day. The proceeds of ACH transfers are normally received by the Fund three
days after the transfers are initiated. If the proceeds of the ACH transfer
are not received on a timely basis, the Distributor reserves the right to
cancel the purchase order. The Distributor and the Fund are not responsible
for any delays in purchasing shares resulting from delays in ACH
transmissions.

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

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

Oppenheimer AMT-Free Municipals Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer Main Street Fund
Oppenheimer Balanced Fund Oppenheimer Main Street Opportunity Fund
Oppenheimer Core Bond Fund Oppenheimer Main Street Small Cap Fund
Oppenheimer California Municipal Fund Oppenheimer MidCap Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Pennsylvania Municipal Fund

Oppenheimer Principal Protected Main

Oppenheimer Champion Income Fund Street Fund

Oppenheimer Principal Protected Main

Oppenheimer Convertible Securities Fund Street Fund II

Oppenheimer Principal Protected Main
Oppenheimer Developing Markets Fund Street Fund III
Oppenheimer Disciplined Allocation Fund Oppenheimer Quest Balanced Fund
Oppenheimer Quest Capital Value Fund,
Oppenheimer Discovery Fund Inc.
Oppenheimer Quest International Value

Oppenheimer Dividend Growth Fund Fund, Inc.
Oppenheimer Emerging Growth Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Emerging Technologies Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Enterprise Fund Oppenheimer Real Asset Fund
Oppenheimer Equity Fund, Inc. Oppenheimer Real Estate Fund

Oppenheimer Rochester National

Oppenheimer Global Fund Municipals
Oppenheimer Global Opportunities Fund Oppenheimer Select Value Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Growth Fund Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer High Yield Fund Oppenheimer Strategic Income Fund
Oppenheimer International Bond Fund Oppenheimer Total Return Bond Fund
Oppenheimer International Diversified
Fund Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund Oppenheimer Value Fund
Oppenheimer International Small Company
Fund Limited-Term New York Municipal Fund
Oppenheimer International Value Fund Rochester Fund Municipals
Oppenheimer Limited Term California
Municipal Fund Oppenheimer Portfolio Series:
Active Allocation Fund
Aggressive Investor Fund
Conservative Investor Fund
Oppenheimer Limited-Term Government Fund Moderate Investor Fund

And the following money market funds:

Oppenheimer Cash Reserves Centennial Money Market Trust
Oppenheimer Money Market Fund, Inc. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust

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

Letters of Intent. Under a Letter of Intent ("Letter"), you can reduce the
sales charge rate that applies to your purchases of Class A shares if you
purchase Class A, Class B or Class C shares of the Fund or other Oppenheimer
funds during a 13-month period. The total amount of your purchases of Class
A, Class B and Class C shares will determine the sales charge rate that
applies to your Class A share purchases during that period. You can choose to
include purchases that you made up to 90 days before the date of the Letter.
Class A shares of Oppenheimer Money Market Fund, Inc. and Oppenheimer Cash
Reserves on which you have not paid a sales charge and any Class N shares you
purchase, or may have purchased, will not be counted towards satisfying the
purchases specified in a Letter.

A Letter is an investor's statement in writing to the Distributor of
his or her intention to purchase a specified value of Class A, Class B and
Class C shares of the Fund and other Oppenheimer funds during a 13-month
period (the "Letter period"). At the investor's request, this may include
purchases made up to 90 days prior to the date of the Letter. The Letter
states the investor's intention to make the aggregate amount of purchases of
shares which will equal or exceed the amount specified in the Letter.
Purchases made by reinvestment of dividends or capital gains distributions
and purchases made at net asset value (i.e. without paying a front-end or
contingent deferred sales charge) do not count toward satisfying the amount
of the Letter.

Each purchase of Class A shares under the Letter will be made at the
offering price (including the sales charge) that would apply to a single
lump-sum purchase of shares in the amount intended to be purchased under the
Letter.

In submitting a Letter, the investor makes no commitment to purchase
shares. However, if the investor's purchases of shares within the Letter
period, when added to the value (at offering price) of the investor's
holdings of shares on the last day of that period, do not equal or exceed the
intended purchase amount, the investor agrees to pay the additional amount of
sales charge applicable to such purchases. That amount is described in "Terms
of Escrow," below (those terms may be amended by the Distributor from time to
time). The investor agrees that shares equal in value to 5% of the intended
purchase amount will be held in escrow by the Transfer Agent subject to the
Terms of Escrow. Also, the investor agrees to be bound by the terms of the
Prospectus, this SAI and the application used for a Letter. 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.

If the total eligible purchases made during the Letter period do not
equal or exceed the intended purchase amount, the concessions previously paid
to the dealer of record for the account and the amount of sales charge
retained by the Distributor will be adjusted to the rates applicable to
actual total purchases. If total eligible purchases during the Letter period
exceed the intended purchase amount and exceed the amount needed to qualify
for the next sales charge rate reduction set forth in the Prospectus, the
sales charges paid will be adjusted to the lower rate. That adjustment will
be made only if and when the dealer returns to the Distributor the excess of
the amount of concessions allowed or paid to the dealer over the amount of
concessions that apply to the actual amount of purchases. The excess
concessions returned to the Distributor will be used to purchase additional
shares for the investor's account at the net asset value per share in effect
on the date of such purchase, promptly after the Distributor's receipt
thereof.

The Transfer Agent will not hold shares in escrow for purchases of
shares of the Fund and other Oppenheimer funds by OppenheimerFunds prototype
401(k) plans under a Letter. If the intended purchase amount under a Letter
entered into by an OppenheimerFunds prototype 401(k) plan is not purchased by
the plan by the end of the Letter period, there will be no adjustment of
concessions paid to the broker-dealer or financial institution of record for
accounts held in the name of that plan.

In determining the total amount of purchases made under a Letter,
shares redeemed by the investor prior to the termination of the Letter period
will be deducted. It is the responsibility of the dealer of record and/or the
investor to advise the Distributor about the Letter when placing any purchase
orders for the investor during the Letter period. All of such purchases must
be made through the Distributor.

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

1. Out of the initial purchase (or subsequent purchases if necessary)
made pursuant to a Letter, shares of the Fund equal in value up to 5% of the
intended purchase amount specified in the Letter shall be held in escrow by
the Transfer Agent. For example, if the intended purchase amount is $50,000,
the escrow shall be shares valued in the amount of $2,500 (computed at the
offering price adjusted for a $50,000 purchase). Any dividends and capital
gains distributions on the escrowed shares will be credited to the investor's
account.

2. If the total minimum investment specified under the Letter is
completed within the 13-month Letter period, the escrowed shares will be
promptly released to the investor.

3. If, at the end of the 13-month Letter period the total purchases
pursuant to the Letter are less than the intended purchase amount specified
in the Letter, the investor must remit to the Distributor an amount equal to
the difference between the dollar amount of sales charges actually paid and
the amount of sales charges which would have been paid if the total amount
purchased had been made at a single time. That sales charge adjustment will
apply to any shares redeemed prior to the completion of the Letter. If the
difference in sales charges is not paid within twenty days after a request
from the Distributor or the dealer, the Distributor will, within sixty days
of the expiration of the Letter, redeem the number of escrowed shares
necessary to realize such difference in sales charges. Full and fractional
shares remaining after such redemption will be released from escrow. If a
request is received to redeem escrowed shares prior to the payment of such
additional sales charge, the sales charge will be withheld from the
redemption proceeds.

4. By signing the Letter, the investor irrevocably constitutes and
appoints the Transfer Agent as attorney-in-fact to surrender for redemption
any or all escrowed shares.

5. The shares eligible for purchase under the Letter (or the holding of
which may be counted toward completion of a Letter) include:
(a) Class A shares sold with a front-end sales charge or subject to a Class
A contingent deferred sales charge,

(b) Class B and Class C shares of other Oppenheimer funds acquired subject
to a contingent deferred sales charge, and
(c) Class A, Class B or Class C shares acquired by exchange of either (1)
Class A shares of one of the other Oppenheimer funds that were
acquired subject to a Class A initial or contingent deferred
sales charge or (2) Class B or Class C shares of one of the other
Oppenheimer funds that were acquired subject to a contingent
deferred sales charge.

6. Shares held in escrow hereunder will automatically be exchanged for
shares of another fund to which an exchange is requested, as described in the
section of the Prospectus entitled "How to Exchange Shares" and the escrow
will be transferred to that other fund.

Asset Builder Plans. As explained in the Prospectus, you must initially
establish your account with $500. Subsequently, you can establish an Asset
Builder Plan to automatically purchase additional shares directly from a bank
account for as little as $50. For those accounts established prior to
November 1, 2002 and which have previously established Asset Builder Plans,
additional purchases will remain at $25. Shares purchased by Asset Builder
Plan payments from bank accounts are subject to the redemption restrictions
for recent purchases described in the Prospectus. Asset Builder Plans are
available only if your bank is an ACH member. Asset Builder Plans may not be
used to buy shares for OppenheimerFunds employer-sponsored qualified
retirement accounts.

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

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

Retirement Plans. Certain types of retirement plans are entitled to purchase
shares of the Fund without sales charges or at reduced sales charge rates, as
described in Appendix C to this SAI. 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 $1 million in assets invested in applicable investments
(other than assets invested in money market funds), then the retirement plan
may purchase only Class C shares of the Oppenheimer funds. If on the date
the plan sponsor signed the Merrill Lynch record keeping service agreement
the plan has $1 million or more in assets but less than $5 million in assets
invested in applicable investments (other than assets invested in money
market funds), then the retirement plan may purchase only Class N shares of
the Oppenheimer funds. If on the date the plan sponsor signed the Merrill
Lynch record keeping service agreement the plan has $5 million or more in
assets invested in applicable investments (other than assets invested in
money market funds), then the retirement plan may purchase only Class A
shares of the Oppenheimer funds.

OppenheimerFunds has entered into arrangements with certain record
keepers whereby the Transfer Agent compensates the record keeper for its
record keeping and account servicing functions that it performs on behalf of
the participant level accounts of a retirement plan. While such compensation
may act to reduce the record keeping fees charged by the retirement plan's
record keeper, that compensation arrangement may be terminated at any time,
potentially affecting the record keeping fees charged by the retirement
plan's record keeper.

Cancellation of Purchase Orders. Cancellation of purchase orders for the
Fund's shares (for example, when a purchase check is returned to the Fund
unpaid) causes a loss to be incurred when the net asset values of the Fund's
shares on the cancellation date is less than on the purchase date. That loss
is equal to the amount of the decline in the net asset value per share
multiplied by the number of shares in the purchase order. The investor is
responsible for that loss. If the investor fails to compensate the Fund for
the loss, the Distributor will do so. The Fund may reimburse the Distributor
for that amount by redeeming shares from any account registered in that
investor's name, or the Fund or the Distributor may seek other redress.

Classes of Shares. Each class of shares of the Fund represents an interest in
the same portfolio of investments of the Fund. However, each class has
different shareholder privileges and features. The net income attributable to
Class B, Class C or Class N shares and the dividends payable on Class B,
Class C or Class N shares will be reduced by incremental expenses borne
solely by that class. Those expenses include the asset-based sales charges to
which Class B, Class C and Class N shares are subject.

The availability of different classes of shares permits an investor to
choose the method of purchasing shares that is more appropriate for the
investor. That may depend on the amount of the purchase, the length of time
the investor expects to hold shares, and other relevant circumstances. Class
A shares normally are sold subject to an initial sales charge. While Class B,
Class C and Class N shares have no initial sales charge, the purpose of the
deferred sales charge and asset-based sales charge on Class B, Class C and
Class N shares is the same as that of the initial sales charge on Class A
shares - to compensate the Distributor and brokers, dealers and
financial institutions that sell shares of the Fund. A salesperson who is
entitled to receive compensation from his or her firm for selling Fund shares
may receive different levels of compensation for selling one class of shares
rather than another.

The Distributor will not accept a purchase order of more than $100,000
for Class B shares or a purchase order of $1 million or more to purchase
Class C shares on behalf of a single investor (not including dealer "street
name" or omnibus accounts).

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

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

|X| Class B Conversion. Under current interpretations of applicable
federal income tax law by the Internal Revenue Service, the conversion of
Class B shares to Class A shares 72 months after purchase is not treated as a
taxable event for the shareholder. If those laws or the IRS interpretation of
those laws should change, the automatic conversion feature may be suspended.
In that event, no further conversions of Class B shares would occur while
that suspension remained in effect. Although Class B shares could then be
exchanged for Class A shares on the basis of relative net asset value of the
two classes, without the imposition of a sales charge or fee, such exchange
could constitute a taxable event for the shareholder, and absent such
exchange, Class B shares might continue to be subject to the asset-based
sales charge for longer than six years.

|X| Availability of Class N Shares. In addition to the description of
the types of retirement plans which may purchase Class N shares contained in
the prospectus, Class N shares also are offered to the following:
o to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o to all rollover contributions made to Individual 401(k) plans,
Profit-Sharing Plans and Money Purchase Pension Plans,
o to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and
Ascender retirement plans,
o to all trustee-to-trustee IRA transfers,
o to all 90-24 type 403(b) transfers,

o to Group Retirement Plans (as defined in Appendix C to this Statement
SAI) which have entered into a special agreement with the
Distributor for that purpose,

o to Retirement Plans qualified under Sections 401(a) or 401(k) of the
Internal Revenue Code, the recordkeeper or the plan sponsor for
which has entered into a special agreement with the Distributor,
o to Retirement Plans of a plan sponsor where the aggregate assets of all
such plans invested in the Oppenheimer funds is $500,000 or more,

o to Retirement Plans with at least 100 eligible employees or $500,000 or
more in plan assets,

o to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the
purchase with the redemption proceeds of Class A shares of one or
more Oppenheimer funds, and
o to certain customers of broker-dealers and financial advisors that are
identified in a special agreement between the broker-dealer or
financial advisor and the Distributor for that purpose.

The sales concession and the advance of the service fee, as described
in the Prospectus, will not be paid to dealers of record on sales of Class N
shares on:
o purchases of Class N shares in amounts of $500,000 or more by a
retirement plan that pays for the purchase with the redemption
proceeds of Class A shares of one or more Oppenheimer funds
(other than rollovers from an OppenheimerFunds-sponsored Pinnacle
or Ascender 401(k) plan to any IRA invested in the Oppenheimer
funds),

o purchases of Class N shares in amounts of $500,000 or more by a
retirement plan that pays for the purchase with the redemption
proceeds of Class C shares of one or more Oppenheimer funds held
by the plan for more than one year (other than rollovers from an
OppenheimerFunds-sponsored Pinnacle or Ascender 401(k) plan to
any IRA invested in the Oppenheimer funds), and

o on purchases of Class N shares by an OppenheimerFunds-sponsored
Pinnacle or Ascender 401(k) plan made with the redemption
proceeds of Class A shares of one or more Oppenheimer funds.

No sales concessions will be paid to the broker-dealer of record, as
described in the Prospectus, on sales of Class N shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added as an
investment option under that plan.

|X| Allocation of Expenses. 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 values of shares, and therefore are indirectly
borne by shareholders through their investment.

The methodology for calculating the net asset value, dividends and
distributions of the Fund's share classes recognizes two types of expenses.
General expenses that do not pertain specifically to any one class are
allocated pro rata to the shares of all classes. The allocation is based on
the percentage of the Fund's total assets that is represented by the assets
of each class, and then equally to each outstanding share within a given
class. Such general expenses include management fees, legal, bookkeeping and
audit fees, printing and mailing costs of shareholder reports, Prospectuses,
Statements of Additional Information and other materials for current

shareholders, fees to unaffiliated 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).

Fund Account Fees. As stated in the Prospectus, a $12 annual "Minimum Balance
Fee" is assessed on each Fund account with a share balance valued under $500.
The Minimum Balance Fee is automatically deducted from each such Fund account
in September.

Listed below are certain cases in which the Fund has elected, in its
discretion, not to assess the Fund Account Fees. These exceptions are
subject to change:

o A fund account whose shares were acquired after September 30th of the
prior year;
o A fund account that has a balance below $500 due to the automatic
conversion of shares from Class B to Class A shares. However,
once all Class B shares held in the account have been converted
to Class A shares the new account balance may become subject to
the Minimum Balance Fee;
o Accounts of shareholders who elect to access their account documents
electronically via eDoc Direct;
o A fund account that has only certificated shares and, has a balance
below $500 and is being escheated;
o Accounts of shareholders that are held by broker-dealers under the NSCC
Fund/SERV system;
o Accounts held under the Oppenheimer Legacy Program and/or holding
certain Oppenheimer Variable Account Funds;
o Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,
Custom Plus, Recordkeeper Pro and Pension Alliance Retirement
Plan programs; and
o A fund account that falls below the $500 minimum solely due to market
fluctuations within the 12-month period preceding the date the
fee is deducted.

To access account documents electronically via eDocs Direct, please
visit the Service Center on our website at www.oppenheimerfunds.com or call
1.888.470.0862 for instructions.

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

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

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

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

|X| Securities Valuation. The Fund's Board of Directors has
established procedures for the valuation of the Fund's securities. In general
those procedures are as follows:
o Equity securities traded on a U.S. securities exchange or on NASDAQ(R)
are valued as follows:
(1) if last sale information is regularly reported, they are valued at the
last reported sale price on the principal exchange on which
they are traded or on NASDAQ(R), as applicable, on that day, or

(2) if last sale information is not available on a valuation date, they are
valued at the last reported sale price preceding the valuation
date if it is within the spread of the closing "bid" and
"asked" prices on the valuation date or, if not, at the
closing "bid" price on the valuation date.
o Equity securities traded on a foreign securities exchange generally are
valued in one of the following ways:
(1) at the last sale price available to the pricing service approved by the
Board of Directors, or
(2) at the last sale price obtained by the Manager from the report of the
principal exchange on which the security is traded at its last
trading session on or immediately before the valuation date, or
(3) at the mean between the "bid" and "asked" prices obtained from the
principal exchange on which the security is traded or, on the
basis of reasonable inquiry, from two market makers in the
security.
o Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
o The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board
of Directors or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1) debt instruments that have a maturity of more than 397 days when
issued,
(2) debt instruments that had a maturity of 397 days or less when issued
and have a remaining maturity of more than 60 days, and
(3) non-money market debt instruments that had a maturity of 397 days or
less when issued and which have a remaining maturity of 60
days or less.

o The following securities are valued at cost, adjusted for amortization
of premiums and accretion of discounts:
(1) money market debt securities held by a non-money market fund that had a
maturity of less than 397 days when issued that have a
remaining maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining
maturity of 397 days or less.
o Securities (including restricted securities) not having
readily-available market quotations are valued at fair value determined under
the Board's procedures. If the Manager is unable to locate two market makers
willing to give quotes, a security may be priced at the mean between the
"bid" and "asked" prices provided by a single active market maker (which in
certain cases may be the "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

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

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

The reinvestment may be made without sales charge only in Class A
shares of the Fund or any of the other Oppenheimer funds into which shares of
the Fund are exchangeable as described in "How to Exchange Shares" below.
Reinvestment will be at the net asset value next computed after the Transfer
Agent receives the reinvestment order. The shareholder must ask the Transfer
Agent for that privilege at the time of reinvestment. This privilege does not
apply to Class C and Class N 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,
Class C and Class N contingent deferred sales charge will be followed in
determining the order in which shares are transferred.

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

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

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

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

Special Arrangements for Repurchase of Shares from Dealers and Brokers. The
Distributor is the Fund's agent to repurchase its shares from authorized
dealers or brokers on behalf of their customers. Shareholders should contact
their broker or dealer to arrange this type of redemption. The repurchase
price per share will be the net asset value next computed after the
Distributor receives an order placed by the dealer or broker. However, if the
Distributor receives a repurchase order from a dealer or broker after the
close of the NYSE on a regular business day, it will be processed at that
day's net asset value if the order was received by the dealer or broker from
its customers prior to the time the NYSE closes. Normally, the NYSE closes at
4:00 p.m., but may do so earlier on some days. Additionally, the order must
have been transmitted to and received by the Distributor prior to its close
of business that day (normally 5:00 p.m.).

Ordinarily, for accounts redeemed by a broker-dealer under this
procedure, payment will be made within three business days after the shares
have been redeemed upon the Distributor's receipt of the required redemption
documents in proper form. The signature(s) of the registered owners on the
redemption documents must be guaranteed as described in the Prospectus.

Automatic Withdrawal and Exchange Plans. Investors owning shares of the Fund
valued at $5,000 or more can authorize the Transfer Agent to redeem shares
(having a value of at least $50) automatically on a monthly, quarterly,
semi-annual or annual basis under an Automatic Withdrawal Plan. Shares will
be redeemed three business days prior to the date requested by the
shareholder for receipt of the payment. Automatic withdrawals of up to $1,500
per month may be requested by telephone if payments are to be made by check
payable to all shareholders of record. Payments must also be sent to the
address of record for the account and the address must not have been changed
within the prior 30 days. Required minimum distributions from
OppenheimerFunds-sponsored retirement plans may not be arranged on this
basis.

Payments are normally made by check, but shareholders having
AccountLink privileges (see "How To Buy Shares") may arrange to have
Automatic Withdrawal Plan payments transferred to the bank account designated
on the account application or by signature-guaranteed instructions sent to
the Transfer Agent. Shares are normally redeemed pursuant to an Automatic
Withdrawal Plan three business days before the payment transmittal date you
select in the account application. If a contingent deferred sales charge
applies to the redemption, the amount of the check or payment will be reduced
accordingly.

The Fund cannot guarantee receipt of a payment on the date requested.
The Fund reserves the right to amend, suspend or discontinue offering these
plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional
Class A share purchases while participating in an Automatic Withdrawal Plan.
Class B, Class C and Class N shareholders should not establish automatic
withdrawal plans, because of the potential imposition of the contingent
deferred sales charge on such withdrawals (except where the Class B, Class C
or Class N contingent deferred sales charge is waived as described in
Appendix C to this SAI).

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

|X| Automatic Exchange Plans. Shareholders can authorize the Transfer
Agent to exchange a pre-determined amount of shares of the Fund for shares
(of the same class) of other Oppenheimer funds automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The
minimum amount that may be exchanged to each other fund account is $50.
Instructions should be provided on the OppenheimerFunds application or
signature-guaranteed instructions. Exchanges made under these plans are
subject to the restrictions that apply to exchanges as set forth in "How to
Exchange Shares" in the Prospectus and below in this SAI.

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.

If the Transfer Agent ceases to act as transfer agent for the Fund, the
Planholder will be deemed to have appointed any successor transfer agent to
act as agent in administering the plan.

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of Oppenheimer
funds having more than one class of shares may be exchanged only for shares
of the same class of other Oppenheimer funds. Shares of Oppenheimer funds
that have a single class without a class designation are deemed "Class A"
shares for this purpose. You can obtain a current list showing which funds
offer which classes of shares by calling the Distributor.

o All of the Oppenheimer funds currently offer Class A, B, C, N and Y
shares with the following exceptions:

The following funds only offer Class A shares:
Centennial California Tax Exempt Trust Centennial New York Tax Exempt
Trust
Centennial Government Trust Centennial Tax Exempt Trust
Centennial Money Market Trust

The following funds do not offer Class N shares:

Limited Term New York Municipal Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer AMT-Free Municipals Oppenheimer Principal Protected Main
Street Fund II
Oppenheimer AMT-Free New York Oppenheimer Pennsylvania Municipal
Municipals Fund
Oppenheimer California Municipal Fund Oppenheimer Rochester National
Municipals
Oppenheimer International Value Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Limited Term California Rochester Fund Municipals
Municipal Fund
Oppenheimer Limited Term Municipal
Fund
Oppenheimer Money Market Fund, Inc.

The following funds do not offer Class Y shares:

Limited Term New York Municipal Fund Oppenheimer Limited Term California
Municipal Fund

Oppenheimer AMT-Free Municipals Oppenheimer Limited Term Municipal Fund
Oppenheimer AMT-Free New York Municipals Oppenheimer New Jersey Municipal Fund
Oppenheimer Balanced Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer California Municipal Fund Oppenheimer Principal Protected Main
Street Fund
Oppenheimer Capital Income Fund Oppenheimer Principal Protected Main
Street Fund II
Oppenheimer Cash Reserves Oppenheimer Principal Protected Main
Street Fund III
Oppenheimer Champion Income Fund Oppenheimer Quest Capital Value Fund,
Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest International Value
Fund, Inc.

Oppenheimer Disciplined Allocation Fund Oppenheimer Rochester National Municipals
Oppenheimer Dividend Growth Fund Oppenheimer Total Return Bond Fund
Oppenheimer Gold & Special Minerals Fund

o Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
shares.
o Class B and Class C shares of Oppenheimer Cash Reserves are generally

available only by exchange from the same class of shares of other
Oppenheimer funds or through OppenheimerFunds-sponsored 401(k) plans.

o Class M shares of Oppenheimer Convertible Securities Fund may be
exchanged only for Class A shares of other Oppenheimer funds. They may
not be acquired by exchange of shares of any class of any other
Oppenheimer funds except Class A shares of Oppenheimer Money Market
Fund, Inc. or Oppenheimer Cash Reserves acquired by exchange of Class M
shares.

o Class A shares of Oppenheimer funds may be exchanged at net asset value
for shares of any money market fund offered by the Distributor. Shares
of any money market fund purchased without a sales charge may be
exchanged for shares of Oppenheimer funds offered with a sales charge
upon payment of the sales charge. They may also be used to purchase
shares of Oppenheimer funds subject to an early withdrawal charge or
contingent deferred sales charge.
o Shares of the Fund acquired by reinvestment of dividends or
distributions from any of the other Oppenheimer funds or from any unit
investment trust for which reinvestment arrangements have been made
with the Distributor may be exchanged at net asset value for shares of
any of the Oppenheimer funds.
o Shares of Oppenheimer Principal Protected Main Street Fund may be
exchanged at net asset value for shares of any of the Oppenheimer
funds. However, shareholders are not permitted to exchange shares of
other Oppenheimer funds for shares of Oppenheimer Principal Protected
Main Street Fund until after the expiration of the warranty period
(8/5/2010).

o Shares of Oppenheimer Principal Protected Main Street Fund II may be
exchanged at net asset value for shares of any of the Oppenheimer
funds. However, shareholders are not permitted to exchange shares of
other Oppenheimer funds for shares of Oppenheimer Principal Protected
Main Street Fund II until after the expiration of the warranty period
(3/3/2011).
o Shares of Oppenheimer Principal Protected Main Street Fund III may be
exchanged at net asset value for shares of any of the Oppenheimer
funds. However, shareholders are not permitted to exchange shares of
other Oppenheimer funds for shares of Oppenheimer Principal Protected
Main Street Fund III until after the expiration of the warranty period
(12/16/2011).

The Fund may amend, suspend or terminate the exchange privilege at any
time. Although the Fund may impose these changes at any time, it will provide
you with notice of those changes whenever it is required to do so by
applicable law. It may be required to provide 60 days' notice prior to
materially amending or terminating the exchange privilege. That 60 day notice
is not required in extraordinary circumstances.

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

o When Class A shares of any Oppenheimer fund (other than Oppenheimer
Rochester National Municipals and Rochester Fund Municipals) acquired by
exchange of Class A shares of any Oppenheimer fund purchased subject to a
Class A contingent deferred sales charge are redeemed within 18 months
measured from the beginning of the calendar month of the initial purchase of
the exchanged Class A shares, the Class A contingent deferred sales charge is
imposed on the redeemed shares.

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

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

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

Except with respect to the Class B shares described in the next two
paragraphs, the contingent deferred sales charge is imposed on Class B shares
acquired by exchange if they are redeemed within six years of the initial
purchase of the exchanged Class B shares.

o With respect to Class B shares of Oppenheimer Limited Term California
Municipal Fund, Oppenheimer Limited-Term Government Fund, Oppenheimer Limited
Term Municipal Fund, Limited Term New York Municipal Fund and Oppenheimer
Senior Floating Rate Fund, the Class B contingent deferred sales charge is
imposed on the acquired shares if they are redeemed within five years of the
initial purchase of the exchanged Class B shares.

o With respect to Class B shares of Cash Reserves that were acquired
through the exchange of Class B shares initially purchased in the Oppenheimer
Capital Preservation Fund, the Class B contingent deferred sales charge is
imposed on the acquired shares if they are redeemed within five years of that
initial purchase.

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

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

o When Class B, Class C or Class N shares are redeemed to effect an
exchange, the priorities described in "How To Buy Shares" in the Prospectus
for the imposition of the Class B, Class C or Class N contingent deferred
sales charge will be followed in determining the order in which the shares
are exchanged. Before exchanging shares, shareholders should take into
account how the exchange may affect any contingent deferred sales charge that
might be imposed in the subsequent redemption of remaining shares.

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

|X| Limits on Multiple Exchange Orders. The Fund reserves the right
to reject telephone or written exchange requests submitted in bulk by anyone
on behalf of more than one account.

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

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

When you exchange some or all of your shares from one fund to another,
any special account feature such as an Asset Builder Plan or Automatic
Withdrawal Plan, will be switched to the new fund account unless you tell the
Transfer Agent not to do so. However, special redemption and exchange
features such as Automatic Exchange Plans and Automatic Withdrawal Plans
cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

In connection with any exchange request, the number of shares exchanged
may be less than the number requested if the exchange or the number requested
would include shares subject to a restriction cited in the Prospectus or this
SAI, 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 asset-based sales charge on
Class B, Class C and Class N shares. Those dividends will also differ in
amount as a consequence of any difference in the net asset values of the
different classes of shares.

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

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

The tax discussion in the Prospectus and this SAI is based on tax law
in effect on the date of the Prospectus and this SAI. 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.

Qualification as a Regulated Investment Company. The Fund has elected
to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. As a regulated investment company,
the Fund is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of net long-term capital gains over net short-term capital losses)
that it distributes to shareholders. That qualification enables the Fund to
"pass through" its income and realized capital gains to shareholders without
having to pay tax on them. This avoids a "double tax" on that income and
capital gains, since shareholders normally will be taxed on the dividends and
capital gains they receive from the Fund (unless their Fund shares are held
in a retirement account or the shareholder is otherwise exempt from tax).

The Internal Revenue Code contains a number of complex tests relating
to qualification that the Fund might not meet in a particular year. If it did
not qualify as a regulated investment company, the Fund would be treated for
tax purposes as an ordinary corporation and would receive no tax deduction
for payments made to shareholders.

To qualify as a regulated investment company, the Fund must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy
certain other requirements of the Internal Revenue Code, some of which are
described below. Distributions by the Fund made during the taxable year or,
under specified circumstances, within 12 months after the close of the
taxable year, will be considered distributions of income and gains for the
taxable year and will therefore count toward satisfaction of the
above-mentioned requirement.

To qualify as a regulated investment company, the Fund must derive at
least 90% of its gross income from dividends, interest, certain payments with
respect to securities loans, gains from the sale or other disposition of
stock or securities or foreign currencies (to the extent such currency gains
are directly related to the regulated investment company's principal business
of investing in stock or securities) and certain other income.

In addition to satisfying the requirements described above, the Fund
must satisfy an asset diversification test in order to qualify as a regulated
investment company. Under that test, at the close of each quarter of the
Fund's taxable year, at least 50% of the value of the Fund's assets must
consist of cash and cash items (including receivables), U.S. government
securities, securities of other regulated investment companies, and
securities of other issuers. As to each of those issuers, the Fund must not
have invested more than 5% of the value of the Fund's total assets in
securities of each such issuer and the Fund must not hold more than 10% of
the outstanding voting securities of each such issuer. No more than 25% of
the value of its total assets may be invested in the securities of any one
issuer (other than U.S. government securities and securities of other
regulated investment companies), or in two or more issuers which the Fund
controls and which are engaged in the same or similar trades or businesses.
For purposes of this test, obligations issued or guaranteed by certain
agencies or instrumentalities of the U.S. government are treated as U.S.
government securities.

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.

Taxation of Fund Distributions. The Fund anticipates distributing
substantially all of its investment company taxable income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income
and treated as dividends for federal income tax purposes.

Special provisions of the Internal Revenue Code govern the eligibility
of the Fund's dividends for the dividends-received deduction for corporate
shareholders. Long-term capital gains distributions are not eligible for the
deduction. The amount of dividends paid by the Fund that may qualify for the
deduction is limited to the aggregate amount of qualifying dividends that the
Fund derives from portfolio investments that the Fund has held for a minimum
period, usually 46 days. A corporate shareholder will not be eligible for the
deduction on dividends paid on Fund shares held for 45 days or less. To the
extent the Fund's dividends are derived from gross income from option
premiums, interest income or short-term gains from the sale of securities or
dividends from foreign corporations, those dividends will not qualify for the
deduction.

The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. The Fund currently intends to distribute
any such amounts. If net long term capital gains are distributed and
designated as a capital gain distribution, it will be taxable to shareholders
as a long-term capital gain and will be properly identified in reports sent
to shareholders in January of each year. Such treatment will apply no matter
how long the shareholder has held his or her shares or whether that gain was
recognized by the Fund before the shareholder acquired his or her shares.

If the Fund elects to retain its net capital gain, the Fund will be
subject to tax on it at the 35% corporate tax rate. If the Fund elects to
retain its net capital gain, the Fund will provide to shareholders of record
on the last day of its taxable year information regarding their pro rata
share of the gain and tax paid. As a result, each shareholder will be
required to report his or her pro rata share of such gain on their tax return
as long-term capital gain, will receive a refundable tax credit for his/her
pro rata share of tax paid by the Fund on the gain, and will increase the tax
basis for his/her shares by an amount equal to the deemed distribution less
the tax credit.

Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such
income. The Fund may be subject to U.S. Federal income tax, and an interest
charge, on certain distributions or gains from the sale of shares of a
foreign company considered to be a PFIC, even if those amounts are paid out
as dividends to shareholders. To avoid imposition of the interest charge, the
Fund may elect to "mark to market" all PFIC shares that it holds at the end
of each taxable year. In that case, any increase or decrease in the value of
those shares would be recognized as ordinary income or as ordinary loss (but
only to the extent of previously recognized "mark-to-market" gains).

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 28% of ordinary
income dividends, capital gains distributions and the proceeds of the
redemption of shares, paid to any shareholder (1) who has failed to provide a
correct taxpayer identification number or to properly certify that number
when required, (2) who is subject to backup withholding for failure to report
the receipt of interest or dividend income properly, or (3) who has failed to
certify to the Fund that the shareholder is not subject to backup withholding
or is an "exempt recipient" (such as a corporation). Any tax withheld by the
Fund is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

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.

Foreign Shareholders. Under U.S. tax law, taxation of a shareholder who
is a foreign person (to include, but not limited to, a nonresident alien
individual, a foreign trust, a foreign estate, a foreign corporation, or a
foreign partnership) primarily depends on whether the foreign person's income
from the Fund is effectively connected with the conduct of a U.S. trade or
business. Typically, ordinary income dividends paid from a mutual fund are
not considered "effectively connected" income.

Ordinary income dividends that are paid by the Fund (and are deemed not
"effectively connected income") to foreign persons will be subject to a U.S.
tax withheld by the Fund at a rate of 30%, provided the Fund obtains a
properly completed and signed Certificate of Foreign Status. The tax rate may
be reduced if the foreign person's country of residence has a tax treaty with
the U.S. allowing for a reduced tax rate on ordinary income dividends paid by
the Fund. Any tax withheld by the Fund is remitted by the Fund to the U.S.
Treasury and all income and any tax withheld is identified in reports mailed
to shareholders in March of each year with a copy sent to the IRS.

If the ordinary income dividends from the Fund are effectively
connected with the conduct of a U.S. trade or business, then the foreign
person may claim an exemption from the U.S. tax described above provided the
Fund obtains a properly completed and signed Certificate of Foreign Status.
If the foreign person fails to provide a certification of his/her foreign
status, the Fund will be required to withhold U.S. tax at a rate of 28% on
ordinary income dividends, capital gains distributions and the proceeds of
the redemption of shares, paid to any foreign person. Any tax withheld by the
Fund is remitted by the Fund to the U.S. Treasury and all income and any tax
withheld is identified in reports mailed to shareholders in January of each
year with a copy sent to the IRS.

The tax consequences to foreign persons entitled to claim the benefits
of an applicable tax treaty may be different from those described herein.
Foreign shareholders are urged to consult their own tax advisors or the U.S.
Internal Revenue Service with respect to the particular tax consequences to
them of an investment in the Fund, including the applicability of the U.S.
withholding taxes described above.

Dividend Reinvestment in Another Fund. Shareholders of the Fund may elect to
reinvest all dividends and/or capital gains distributions in shares of the
same class of any of the other Oppenheimer funds into which you may exchange
shares. Reinvestment will be made without sales charge at the net asset value
per share in effect at the close of business on the payable date of the
dividend or distribution. To elect this option, the shareholder must notify
the Transfer Agent in writing and must have an existing account in the fund
selected for reinvestment. Otherwise the shareholder first must obtain a
prospectus for that fund and an application from the Distributor to establish
an account. Dividends and/or distributions from shares of certain other
Oppenheimer funds may be invested in shares of this Fund on the same basis.

Additional Information About the Fund

The Distributor. The Fund's shares are sold through dealers, brokers and
other financial institutions that have a sales agreement with
OppenheimerFunds Distributor, Inc., a subsidiary of the Manager that acts as
the Fund's Distributor. The Distributor also distributes shares of the other
Oppenheimer funds and is sub-distributor for funds managed by a subsidiary of
the Manager.

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is
a division of the Manager. It is responsible for maintaining the Fund's
shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder
servicing and administrative functions. It serves as the Transfer Agent for
an annual

per account fee. It also acts as shareholder servicing agent for the other
Oppenheimer funds. Shareholders should direct inquiries about their accounts
to the Transfer Agent at the address and toll-free numbers shown on the back
cover.

The Custodian. Citibank, N.A. is the custodian of the Fund's assets. The
custodian's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. It is the practice of the Fund to deal with the custodian in a
manner uninfluenced by any banking relationship the custodian may have with
the Manager and its affiliates. The Fund's cash balances with the custodian
in excess of $100,000 are not protected by federal deposit insurance. Those
uninsured balances at times may be substantial.

Independent Registered Public Accounting Firm. KPMG LLP serves as the
independent registered public accounting firm for the Fund. KPMG LLP audits
the Fund's financial statements and performs other related audit services.
KPMG LLP also acts as the independent registered public accounting firm for
the Manager and certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided by KPMG LLP to the Fund
must be pre-approved by the Audit Committee.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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, 2005, and the related statement of operations for
the year then ended, the statements of changes in net assets for each of the
years in the two-year period then ended, and the financial highlights for each
of the years in the five-year period then ended. These financial statements and
financial highlights are the responsibility of the Fund's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). 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, 2005, 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, 2005, the results
of its operations for the year then ended, the changes in its net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the five-year period then ended, in
conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP
KPMG LLP

Denver, Colorado
December 20, 2005

STATEMENT OF INVESTMENTS October 31, 2005
- --------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
COMMON STOCKS--93.9%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--18.7%
- --------------------------------------------------------------------------------
AUTO COMPONENTS--1.8%
Gentex Corp. 177,100 $ 3,333,022
- --------------------------------------------------------------------------------
Lear Corp. 177,100 5,394,466
------------
8,727,488

- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--4.5%
Applebee's International, Inc. 207,900 4,555,089
- --------------------------------------------------------------------------------
Brinker International, Inc. 1 118,100 4,501,972
- --------------------------------------------------------------------------------
La Quinta Corp. 1 850,500 7,101,675
- --------------------------------------------------------------------------------
Ruby Tuesday, Inc. 239,700 5,251,827
------------
21,410,563

- --------------------------------------------------------------------------------
MEDIA--7.8%
Lamar Advertising Co., Cl. A 1 126,800 5,657,816
- --------------------------------------------------------------------------------
News Corp., Inc., Cl. A 433,100 6,171,675
- --------------------------------------------------------------------------------
Omnicom Group, Inc. 164,121 13,615,478
- --------------------------------------------------------------------------------
Viacom, Inc., Cl. B 137,400 4,255,278
- --------------------------------------------------------------------------------
WPP Group plc, Sponsored ADR 154,600 7,615,596
------------
37,315,843

- --------------------------------------------------------------------------------
SPECIALTY RETAIL--4.6%
Claire's Stores, Inc. 361,000 9,404,050
- --------------------------------------------------------------------------------
TJX Cos., Inc. (The) 573,500 12,347,455
------------
21,751,505

- --------------------------------------------------------------------------------
ENERGY--6.5%
- --------------------------------------------------------------------------------
ENERGY EQUIPMENT & SERVICES--2.3%
National Oilwell Varco, Inc. 1 177,800 11,107,166
- --------------------------------------------------------------------------------
OIL & GAS--4.2%
BP plc, ADR 69,700 4,628,080
- --------------------------------------------------------------------------------
Delta Petroleum Corp. 1 192,200 3,390,408
- --------------------------------------------------------------------------------
Exxon Mobil Corp. 116,100 6,517,854
- --------------------------------------------------------------------------------
XTO Energy, Inc. 120,500 5,236,930
------------
19,773,272

VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
FINANCIALS--29.8%
- --------------------------------------------------------------------------------
CAPITAL MARKETS--0.2%
Ameriprise Financial, Inc. 1 30,280 $ 1,127,022
- --------------------------------------------------------------------------------
COMMERCIAL BANKS--6.8%
M&T Bank Corp. 45,300 4,873,374
- --------------------------------------------------------------------------------
Prosperity Bancshares, Inc. 81,700 2,491,033
- --------------------------------------------------------------------------------
TCF Financial Corp. 305,800 8,287,180
- --------------------------------------------------------------------------------
Texas Regional Bancshares, Inc., Cl. A 95,600 2,803,948
- --------------------------------------------------------------------------------
Zions Bancorp 188,000 13,812,360
------------
32,267,895

- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL SERVICES--13.9%
American Express Co. 106,000 5,275,620
- --------------------------------------------------------------------------------
Capital One Financial Corp. 62,600 4,779,510
- --------------------------------------------------------------------------------
CIT Group, Inc. 238,300 10,897,459
- --------------------------------------------------------------------------------
Citigroup, Inc. 376,900 17,254,482
- --------------------------------------------------------------------------------
JPMorgan Chase & Co. 477,700 17,493,374
- --------------------------------------------------------------------------------
Merrill Lynch & Co., Inc. 165,600 10,720,944
------------
66,421,389

- --------------------------------------------------------------------------------
INSURANCE--6.8%
Conseco, Inc. 1 300,300 6,096,090
- --------------------------------------------------------------------------------
Hartford Financial Services Group, Inc. (The) 93,300 7,440,675
- --------------------------------------------------------------------------------
Partnerre Holdings Ltd. 138,300 8,812,476
- --------------------------------------------------------------------------------
Reinsurance Group of America, Inc. 221,700 10,142,775
------------
32,492,016

- --------------------------------------------------------------------------------
THRIFTS & MORTGAGE FINANCE--2.1%
Countrywide Financial Corp. 145,900 4,635,243
- --------------------------------------------------------------------------------
MGIC Investment Corp. 86,800 5,142,032
------------
9,777,275

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF INVESTMENTS Continued
- --------------------------------------------------------------------------------

VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
HEALTH CARE--13.5%
- --------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--7.5%
Beckman Coulter, Inc. 237,100 $11,679,546
- --------------------------------------------------------------------------------
Thermo Electron Corp. 1 430,100 12,984,719
- --------------------------------------------------------------------------------
Waters Corp. 1 305,000 11,041,000
------------
35,705,265

- --------------------------------------------------------------------------------
HEALTH CARE PROVIDERS & SERVICES--6.0%
DaVita, Inc. 1 253,000 12,442,540
- --------------------------------------------------------------------------------
Kindred Healthcare, Inc. 1 155,200 4,345,600
- --------------------------------------------------------------------------------
Laboratory Corp. of America Holdings 1 243,100 11,729,575
------------
28,517,715

- --------------------------------------------------------------------------------
INDUSTRIALS--12.9%
- --------------------------------------------------------------------------------
AEROSPACE & DEFENSE--2.0%
DRS Technologies, Inc. 50,600 2,492,556
- --------------------------------------------------------------------------------
L-3 Communications Holdings, Inc. 93,000 7,237,260
------------
9,729,816

- --------------------------------------------------------------------------------
AIRLINES--1.5%
Continental Airlines, Inc., Cl. B 1 538,000 6,967,100
- --------------------------------------------------------------------------------
INDUSTRIAL CONGLOMERATES--1.5%
General Electric Co. 207,400 7,032,934
- --------------------------------------------------------------------------------
MACHINERY--6.7%
Actuant Corp., Cl. A 151,100 7,358,570
- --------------------------------------------------------------------------------
Eaton Corp. 199,400 11,730,702
- --------------------------------------------------------------------------------
Gardner Denver, Inc. 1 136,600 6,638,760
- --------------------------------------------------------------------------------
Oshkosh Truck Corp. 141,266 6,153,547
------------
31,881,579

- --------------------------------------------------------------------------------
ROAD & RAIL--1.2%
Pacer International, Inc. 218,705 5,653,524

VALUE
SHARES SEE NOTE 1
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--7.0%
- --------------------------------------------------------------------------------
ELECTRONIC EQUIPMENT & INSTRUMENTS--2.2%
Amphenol Corp., Cl. A 219,000 $ 8,753,430
- --------------------------------------------------------------------------------
Jabil Circuit, Inc. 1 60,200 1,796,970
------------
10,550,400

- --------------------------------------------------------------------------------
INTERNET SOFTWARE & SERVICES--1.3%
Digitas, Inc. 1 574,500 6,204,600
- --------------------------------------------------------------------------------
IT SERVICES--0.6%
MoneyGram International, Inc. 121,700 2,957,310
- --------------------------------------------------------------------------------
OFFICE ELECTRONICS--1.5%
Zebra Technologies Corp., Cl. A 1 161,000 6,940,710
- --------------------------------------------------------------------------------
SEMICONDUCTORS & SEMICONDUCTOR EQUIPMENT--1.4%
Taiwan Semiconductor Manufacturing Co. Ltd., ADR 855,100 6,909,208
- --------------------------------------------------------------------------------
MATERIALS--1.0%
- --------------------------------------------------------------------------------
CONTAINERS & PACKAGING--1.0%
Smurfit-Stone Container Corp. 1 471,000 4,973,760
- --------------------------------------------------------------------------------
TELECOMMUNICATION SERVICES--1.0%
- --------------------------------------------------------------------------------
DIVERSIFIED TELECOMMUNICATION SERVICES--1.0%
Alltel Corp. 76,700 4,744,662
- --------------------------------------------------------------------------------
UTILITIES--3.5%
- --------------------------------------------------------------------------------
ELECTRIC UTILITIES--2.5%
Cinergy Corp. 300,200 11,977,980
- --------------------------------------------------------------------------------
MULTI-UTILITIES & UNREGULATED POWER--1.0%
SCANA Corp. 117,000 4,641,390
------------
Total Common Stocks
(Cost $416,730,888) 447,559,387

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

PRINCIPAL VALUE
AMOUNT SEE NOTE 1
- --------------------------------------------------------------------------------
SHORT-TERM NOTES--4.5%
- --------------------------------------------------------------------------------
American Express Credit Corp.,
3.78%, 11/7/05 $ 5,000,000 $ 4,996,850
- --------------------------------------------------------------------------------
Federal Home Loan Bank,
3.65%, 11/1/05 4,309,000 4,309,000
- -------------------------------------------------------------------------------
Federal Home Loan Mortgage Corp.,
3.72%, 11/8/05 12,000,000 11,991,413
-------------
Total Short-Term Notes
(Cost $21,297,263) 21,297,263

VALUE
SEE NOTE 1
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE
(COST $438,028,151) 98.4% $468,856,650
- --------------------------------------------------------------------------------
OTHER ASSETS
NET OF LIABILITIES 1.6 7,860,858
---------------------
NET ASSETS 100.0% $476,717,508
=====================
FOOTNOTE TO STATEMENT OF INVESTMENTS

1. Non-income producing security.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF ASSETS AND LIABILITIES October 31, 2005
- --------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------------
Investments, at value (cost $438,028,151)--see accompanying statement
of investments $ 468,856,650
- -------------------------------------------------------------------------------------------------
Cash 110,762
- -------------------------------------------------------------------------------------------------
Receivables and other assets:
Investments sold 8,222,776
Shares of capital stock sold 431,411
Interest and dividends 301,853
Other 35,219
--------------
Total assets 477,958,671

- -------------------------------------------------------------------------------------------------
LIABILITIES
- -------------------------------------------------------------------------------------------------
Payables and other liabilities:
Shares of capital stock redeemed 849,734
Shareholder communications 140,236
Distribution and service plan fees 93,785
Transfer and shareholder servicing agent fees 90,736
Directors' compensation 47,724
Other 18,948
--------------
Total liabilities 1,241,163

- -------------------------------------------------------------------------------------------------
NET ASSETS $ 476,717,508
==============

- -------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- -------------------------------------------------------------------------------------------------
Par value of shares of capital stock $ 1,784
- -------------------------------------------------------------------------------------------------
Additional paid-in capital 395,568,620
- -------------------------------------------------------------------------------------------------
Accumulated net investment loss (44,003)
- -------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency
transactions 50,362,608
- -------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments 30,828,499
--------------
NET ASSETS $ 476,717,508
==============

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

- -------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- -------------------------------------------------------------------------------------------------

Class A Shares:
Net asset value and redemption price per share (based on net assets of
$339,702,920 and 12,425,560 shares of capital stock outstanding) $ 27.34
Maximum offering price per share (net asset value plus sales charge of 5.75%
of offering price) $ 29.01
- -------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $74,003,829 and
2,947,050 shares of capital stock outstanding) $ 25.11
- -------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $46,559,869 and
1,851,906 shares of capital stock outstanding) $ 25.14
- -------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $16,450,890 and
611,232 shares of capital stock outstanding) $ 26.91

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENT OF OPERATIONS For the Year Ended October 31, 2005
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
INVESTMENT INCOME
- --------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $21,197) $ 4,127,449
- --------------------------------------------------------------------------------
Interest 868,760
- --------------------------------------------------------------------------------
Portfolio lending fees 33,290
- --------------------------------------------------------------------------------
Other income 11,418
--------------
Total investment income 5,040,917

- --------------------------------------------------------------------------------
EXPENSES
- --------------------------------------------------------------------------------
Management fees 3,743,238
- --------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 718,634
Class B 732,916
Class C 425,589
Class N 69,123
- --------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 548,633
Class B 217,447
Class C 127,370
Class N 93,053
- --------------------------------------------------------------------------------
Shareholder communications:
Class A 132,501
Class B 56,090
Class C 27,013
Class N 4,282
- --------------------------------------------------------------------------------
Directors' compensation 25,113
- --------------------------------------------------------------------------------
Custodian fees and expenses 10,280
- --------------------------------------------------------------------------------
Administration service fees 1,500
- --------------------------------------------------------------------------------
Other 104,838
--------------
Total expenses 7,037,620
Less reduction to custodian expenses (3,480)
Less waivers and reimbursements of expenses (44,831)
--------------
Net expenses 6,989,309

- --------------------------------------------------------------------------------
NET INVESTMENT LOSS (1,948,392)

- --------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
- --------------------------------------------------------------------------------
Net realized gain on:
Investments 58,632,698
Foreign currency transactions 434
--------------
Net realized gain 58,633,132
- --------------------------------------------------------------------------------
Net change in unrealized appreciation on investments (21,273,522)

- --------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 35,411,218
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------

YEAR ENDED OCTOBER 31, 2005 2004
- ------------------------------------------------------------------------------------------

OPERATIONS
- ------------------------------------------------------------------------------------------
Net investment loss $ (1,948,392) $ (2,056,779)
- ------------------------------------------------------------------------------------------
Net realized gain 58,633,132 35,194,517
- ------------------------------------------------------------------------------------------
Net change in unrealized appreciation (21,273,522) 7,472,308
-------------------------------
Net increase in net assets resulting from operations 35,411,218 40,610,046

- ------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- ------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A (20,205,360) (1,407,511)
Class B (5,450,917) (421,504)
Class C (2,913,193) (234,513)
Class N (840,494) (47,778)

- ------------------------------------------------------------------------------------------
CAPITAL STOCK TRANSACTIONS
- ------------------------------------------------------------------------------------------
Net increase in net assets resulting from
capital stock transactions:
Class A 81,732,028 31,831,708
Class B 9,594,810 1,735,308
Class C 11,963,644 144,639
Class N 5,726,757 3,167,760

- ------------------------------------------------------------------------------------------
NET ASSETS
- ------------------------------------------------------------------------------------------
Total increase 115,018,493 75,378,155
- ------------------------------------------------------------------------------------------
Beginning of period 361,699,015 286,320,860
-------------------------------
End of period (including accumulated net investment loss
of $44,003 and $32,742, respectively) $ 476,717,508 $ 361,699,015
===============================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

CLASS A YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 27.34 $ 26.89 $ 23.71 $ 19.07 $ 20.91
=======================================================================

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

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

4. Reduction to custodian expenses less than 0.01%.

5. Voluntary waiver of transfer agent fees less than 0.01%.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

CLASS B YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- ---------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 25.11 $ 25.07 $ 22.31 $ 18.09 $ 19.99
=======================================================

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

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

FINANCIAL HIGHLIGHTS Continued
- --------------------------------------------------------------------------------

CLASS C YEAR ENDED OCTOBER 31, 2005 2004 2003 2002 2001
- -----------------------------------------------------------------------------------------------------------------------------

Net asset value, end of period $ 25.14 $ 25.10 $ 22.34 $ 18.11 $ 20.01
==========================================================================

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

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

Net asset value, end of period $ 26.91 $ 26.61 $ 23.56 $ 19.00 $ 20.88
==========================================================================

- -----------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 3 9.31% 13.75% 24.00% (7.10)% (10.19)%
- -----------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $ 16,451 $ 10,554 $ 6,408 $ 2,983 $ 187
- -----------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 13,849 $ 8,724 $ 4,218 $ 1,475 $ 38
- -----------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 4
Net investment loss (0.61)% (0.78)% (0.75)% (0.88)% (0.96)%
Total expenses 2.08% 2.20% 1.97% 1.87% 1.75%
Expenses after payments and waivers and
reduction to custodian expenses 1.76% 1.81% 1.87% 1.87% 1.75%
- -----------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 89% 61% 74% 75% 80%

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

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

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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). Effective
January 1, 2005, Oppenheimer Capital LLC (the Sub-Advisor) replaced OpCap
Advisors as the Fund's Sub-Advisor, and assumed its responsibility for providing
day-to-day portfolio management for the Fund. Oppenheimer Capital LLC is the
parent company of 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 and voting privileges with respect to the Fund in
general and exclusive voting rights on matters that affect that class alone.
Earnings, net assets and net asset value per share may differ due to each class
having its own expenses, such as transfer and shareholder servicing agent fees
and shareholder communications, directly attributable to that class. Class 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. The Fund calculates the net asset value of its shares as
of the close of The New York Stock Exchange (the Exchange), normally 4:00 P.M.
Eastern time, on each day the Exchange is open for business. Securities may be
valued primarily using dealer-supplied valuations or a portfolio pricing service
authorized by the Board of Directors. Securities listed or traded on National
Stock Exchanges or other domestic 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. Securities traded on NASDAQ are valued based on the closing
price provided by NASDAQ 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 traded on foreign
exchanges are valued based on the last sale price on the principal exchange on
which the security is traded, in the country that is identified by the portfolio
pricing service, prior to the time when the Fund's assets are valued. In the
absence of a sale, the security is valued at the official closing price on the
principal exchange. Corporate, government and municipal debt instruments having
a remaining maturity in excess of sixty days and all mortgage-backed securities
will be valued at the mean between the "bid" and "asked" prices. Futures
contracts traded on a commodities or futures exchange will be valued at the
final settlement price or official closing price on the principal exchange as
reported by

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

such principal exchange at its trading session ending at, or most recently prior
to, the time when the Fund's assets are valued. Securities (including restricted
securities) for which market quotations are not readily available are valued at
their fair value. Foreign and domestic securities whose values have been
materially affected by what the Manager identifies as a significant event
occurring before the Fund's assets are valued but after the close of their
respective exchanges will be fair valued. Fair value is determined in good faith
using consistently applied procedures under the supervision of the Board of
Directors. Short-term "money market type" debt securities with remaining
maturities of sixty days or less are valued at amortized cost (which
approximates market value).

- --------------------------------------------------------------------------------
FOREIGN CURRENCY TRANSLATION. The Fund's accounting records are maintained in
U.S. dollars. The values of securities denominated in foreign currencies and
amounts related to the purchase and sale of foreign securities and foreign
investment income are translated into U.S. dollars as of the close of The New
York Stock Exchange (the Exchange), normally 4:00 P.M. Eastern time, on each day
the Exchange is open for business. Foreign exchange rates may be valued
primarily using dealer supplied valuations or a portfolio pricing service
authorized by the Board of Directors.

Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized foreign exchange gains and losses arise from changes in the
values of assets and liabilities, including investments in securities at fiscal
period end, resulting from changes in exchange rates.

The effect of changes in foreign currency exchange rates on investments is
separately identified from the fluctuations arising from changes in market
values of securities held and reported with all other foreign currency gains and
losses in the Fund's Statement of Operations.

- --------------------------------------------------------------------------------
ALLOCATION OF INCOME, EXPENSES, GAINS AND LOSSES. Income, expenses (other than
those attributable to a specific class), gains and losses are allocated on a
daily basis 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 comply with provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders, therefore, no federal income or excise tax provision is
required.

The tax components of capital shown in the following table represent
distribution requirements the Fund must satisfy under the income tax
regulations, losses the Fund may be

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

able to offset against income and gains realized in future years and unrealized
appreciation or depreciation of securities and other investments for federal
income tax purposes.

NET UNREALIZED
APPRECIATION
BASED ON COST OF
SECURITIES AND
UNDISTRIBUTED UNDISTRIBUTED ACCUMULATED OTHER INVESTMENTS
NET INVESTMENT LONG-TERM LOSS FOR FEDERAL INCOME
INCOME GAIN CARRYFORWARD 1,2 TAX PURPOSES
------------------------------------------------------------------------
$1,372,888 $48,989,721 $-- $30,828,499

1. During the fiscal year ended October 31, 2005, the Fund did not utilize any
capital loss carryforward.

2. During the fiscal year ended October 31, 2004, the Fund did not utilize any
capital loss carryforward.

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for October 31, 2005. Net assets of the
Fund were unaffected by the reclassifications.

REDUCTION TO REDUCTION TO
ACCUMULATED ACCUMULATED NET
INCREASE TO NET INVESTMENT REALIZED GAIN
PAID-IN CAPITAL LOSS ON INVESTMENTS 3
------------------------------------------------------
$6,208,581 $1,937,131 $8,145,712

3. $6,208,581, including $6,039,334 of long-term capital gain, was distributed
in connection with Fund share redemptions.

The tax character of distributions paid during the years ended October 31, 2005
and October 31, 2004 was as follows:

YEAR ENDED YEAR ENDED
OCT. 31, 2005 OCT. 31, 2004
-----------------------------------------------------------------
Distributions paid from:
Ordinary income $ 7,524,389 $ 1,717,729
Long-term capital gain 21,885,575 393,577
-------------------------------------
Total $ 29,409,964 $ 2,111,306
=====================================

The aggregate cost of securities and other investments and the composition of
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes as of October 31, 2005 are noted below. The primary
difference between book and tax appreciation or depreciation of securities and
other investments, if applicable, is attributable to the tax deferral of losses
or tax realization of financial statement unrealized gain or loss.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

Federal tax cost of securities $ 438,028,151
===============
Gross unrealized appreciation $ 45,749,287
Gross unrealized depreciation (14,920,788)
---------------
Net unrealized appreciation $ 30,828,499
===============

- --------------------------------------------------------------------------------
DIRECTORS' COMPENSATION. The Fund has adopted an unfunded retirement plan for
the Fund's independent directors. Benefits are based on years of service and
fees paid to each director during the years of service. During the year ended
October 31, 2005, the Fund's projected benefit obligations were increased by
$11,266 and payments of $604 were made to retired directors, resulting in an
accumulated liability of $38,550 as of October 31, 2005.

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 the annual compensation they are entitled to receive from the Fund.
For purposes of determining the amount owed to the Director under the plan,
deferred amounts are treated as though equal dollar amounts had been invested in
shares of the Fund or in other Oppenheimer funds selected by the Director. The
Fund purchases shares of the funds selected for deferral by the Director in
amounts equal to his or her deemed investment, resulting in a Fund asset equal
to the deferred compensation liability. Such assets are included as a component
of "Other" within the asset section of the Statement of Assets and Liabilities.
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. Amounts will be deferred until distributed in
accordance to the Plan.

- --------------------------------------------------------------------------------
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. Income and capital gain distributions, if
any, are declared and paid annually.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
CUSTODIAN FEES. Custodian Fees and Expenses in the Statement of Operations may
include interest expense incurred by the Fund on any cash overdrafts of its
custodian account during the period. Such cash overdrafts may result from the
effects of failed trades in portfolio securities and from cash outflows
resulting from unanticipated shareholder redemption activity. The Fund pays
interest to its custodian on such cash overdrafts at a rate equal to the Federal
Funds Rate plus 0.50%. The Reduction to Custodian Expenses line item, if
applicable, represents earnings on cash balances maintained by the Fund during
the period. Such interest expense and other custodian fees may be paid with
these earnings.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

SECURITY TRANSACTIONS. Security transactions are recorded on the trade date.
Realized gains and losses on securities sold are determined on the basis of
identified cost.

- --------------------------------------------------------------------------------
OTHER. The preparation of financial statements in conformity with U.S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of income and expenses during the reporting
period. Actual results could differ from those estimates.

- --------------------------------------------------------------------------------
2. SHARES OF CAPITAL STOCK

The Fund has authorized one billion shares of $0.0001 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, 2005 YEAR ENDED OCTOBER 31, 2004
SHARES AMOUNT SHARES AMOUNT
- -----------------------------------------------------------------------------------------------------------

CLASS A
Sold 5,126,318 $ 139,073,180 2,915,233 $ 75,259,490
Dividends and/or
distributions reinvested 685,289 17,830,853 49,931 1,200,855
Redeemed (2,781,682) (75,172,005) (1,750,878) (44,628,637)
-----------------------------------------------------------------
Net increase 3,029,925 $ 81,732,028 1,214,286 $ 31,831,708
=================================================================

- -----------------------------------------------------------------------------------------------------------
CLASS B
Sold 1,048,244 $ 26,362,973 778,873 $ 18,762,947
Dividends and/or
distributions reinvested 211,813 5,102,574 17,259 390,238
Redeemed (868,351) (21,870,737) (725,869) (17,417,877)
-----------------------------------------------------------------
Net increase 391,706 $ 9,594,810 70,263 $ 1,735,308
=================================================================

- -----------------------------------------------------------------------------------------------------------
CLASS C
Sold 752,642 $ 18,936,146 495,377 $ 11,909,650
Dividends and/or
distributions reinvested 110,036 2,654,047 8,074 182,716
Redeemed (381,897) (9,626,549) (498,192) (11,947,727)
-----------------------------------------------------------------
Net increase 480,781 $ 11,963,644 5,259 $ 144,639
=================================================================

- -----------------------------------------------------------------------------------------------------------
CLASS N
Sold 306,714 $ 8,253,911 208,517 $ 5,296,582
Dividends and/or
distributions reinvested 32,272 829,719 1,999 47,770
Redeemed (124,402) (3,356,873) (85,885) (2,176,592)
-----------------------------------------------------------------
Net increase 214,584 $ 5,726,757 124,631 $ 3,167,760
=================================================================

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

- --------------------------------------------------------------------------------
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, 2005, were as
follows:

PURCHASES SALES
- ---------------------------------------------------------------
Investment securities $437,349,978 $363,492,129

- --------------------------------------------------------------------------------
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. Effective January 1, 2005, the Fund
provides for a fee of 0.85% of the first $400 million of average annual net
assets of the Fund, 0.80% of the next $400 million, 0.75% of the next $400
million, 0.65% of the next $400 million, 0.60% of the next $400 million and
0.50% of average annual net assets in excess of $2 billion. From January 1, 2004
thru December 31, 2004, the annual advisory rate was 0.90% of the first $400
million of average annual net assets of the Fund, 0.85% of the next $400
million, 0.80% of the next $400 million, 0.70% of the next $400 million, 0.65%
of the next $400 million and 0.60% of average annual net assets in excess of $2
billion.

- --------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. The Fund pays the Manager a fee of $1,500 per year
for preparing and filing the Fund's tax returns.

- --------------------------------------------------------------------------------
SUB-ADVISOR FEES. The Manager retains Oppenheimer Capital LLC (the
"Sub-Advisor") to provide the day-to-day portfolio management 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 calculated as a percentage of the fee the Fund pays
the Manager. The rate is 40% of the advisory fee collected by the Manager based
on the net assets of the Fund as of February 28, 1997, and remaining 120 days
later, plus 30% of the fee collected by the Manager on assets in excess of that
amount. In each case the fee is calculated after any waivers of the Manager's
fee from the Fund. For the year ended October 31, 2005, the Manager paid
$1,069,324 and $334,091 to the Sub-Advisor and OpCap Advisors, respectively for
their services to the Fund. The sub-advisory agreement between the Manager and
OpCap Advisors was terminated on December 31, 2004.

- --------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
acts as the transfer and shareholder servicing agent for the Fund. The Fund pays
OFS a per account fee. For the year ended October 31, 2005, the Fund paid
$923,022 to OFS for services to the Fund.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLAN (12b-1) FEES. Under its General Distributor's
Agreement with the Fund, OppenheimerFunds Distributor, Inc. (the Distributor)
acts as the Fund's principal underwriter in the continuous public offering of
the Fund's classes of shares.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

DISTRIBUTION AND SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a
Distribution and Service Plan for Class A shares. Under the plan, the Fund pays
a service fee to the Distributor of 0.25% of the average annual net assets of
Class A shares. The Distributor currently uses all of those fees to pay dealers,
brokers, banks and other financial institutions quarterly for providing personal
services and maintenance of accounts of their customers that hold Class A
shares. Under the plan, the Fund may also pay an asset-based sales charge to the
Distributor. Beginning January 1, 2003, the Board of Directors has set the
annual asset-based sales charge rate at zero. Fees incurred by the Fund under
the plan are detailed in the Statement of Operations.

- --------------------------------------------------------------------------------
DISTRIBUTION AND SERVICE PLANS FOR CLASS B, CLASS C AND CLASS N SHARES. The Fund
has adopted Distribution and Service Plans for Class B, Class C and Class N
shares to compensate the Distributor for its services in connection with the
distribution of those shares and servicing accounts. Under the plans, the Fund
pays the Distributor an annual asset-based sales charge of 0.75% on Class B and
Class C shares and 0.25% on Class N shares. The Distributor also receives a
service fee of 0.25% per year under each plan. If either the Class B, Class C or
Class N plan is terminated by the Fund or by the shareholders of a class, the
Board of Directors and its independent directors must determine whether the
Distributor shall be entitled to payment from the Fund of all or a portion of
the service fee and/or asset-based sales charge in respect to shares sold prior
to the effective date of such termination. The Distributor's aggregate
uncompensated expenses under the plan at October 31, 2005 for Class B and Class
N shares were $889,702 and $199,318, respectively. Fees incurred by the Fund
under the plans are detailed in the Statement of Operations.

- --------------------------------------------------------------------------------
SALES CHARGES. Front-end sales charges and contingent deferred sales charges
(CDSC) do not represent expenses of the Fund. They are deducted from the
proceeds of sales of Fund shares prior to investment or from redemption proceeds
prior to remittance, as applicable. The sales charges retained by the
Distributor from the sale of shares and the CDSC retained by the Distributor on
the redemption of shares is shown in the table below for the period indicated.

CLASS A CLASS B CLASS C CLASS N
CLASS A CONTINGENT CONTINGENT CONTINGENT CONTINGENT
FRONT-END DEFERRED DEFERRED DEFERRED DEFERRED
SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES SALES CHARGES
RETAINED BY RETAINED BY RETAINED BY RETAINED BY RETAINED BY
YEAR ENDED DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR DISTRIBUTOR
- ------------------------------------------------------------------------------------------------------
October 31, 2005 $346,285 $2,564 $125,289 $8,178 $18,483

- --------------------------------------------------------------------------------
WAIVERS AND REIMBURSEMENTS OF EXPENSES. OFS has voluntarily agreed to limit
transfer and shareholder servicing agent fees for all classes to 0.35% of
average annual net assets per class. During the year ended October 31, 2005, OFS
waived $44,831 for Class N shares. This undertaking may be amended or withdrawn
at any time.

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS

A foreign currency contract is a commitment to purchase or sell a foreign
currency at a future date, at a negotiated rate. The Fund may enter into foreign
currency contracts to settle specific purchases or sales of securities
denominated in a foreign currency and for protection from adverse exchange rate
fluctuation. Risks to the Fund include the potential inability of the
counterparty to meet the terms of the contract.

The net U.S. dollar value of foreign currency underlying all contractual
commitments held by the Fund and the resulting unrealized appreciation or
depreciation are determined using prevailing foreign currency exchange rates.
Unrealized appreciation and depreciation on foreign currency contracts are
reported in the Statement of Assets and Liabilities as a receivable or payable
and in the Statement of Operations with the change in unrealized appreciation or
depreciation.

The Fund may realize a gain or loss upon the closing or settlement of the
foreign transaction. Contracts closed or settled with the same broker are
recorded as net realized gains or losses. Such realized gains and losses are
reported with all other foreign currency gains and losses in the Statement of
Operations.

As of October 31, 2005, the Fund had no outstanding foreign currency
contracts.

- --------------------------------------------------------------------------------
6. SECURITIES LENDING

The Fund lends portfolio securities from time to time in order to earn
additional income. In return, the Fund receives collateral in the form of U.S.
Treasury obligations or cash, against the loaned securities and maintains
collateral in an amount not less than 100% of the market value of the loaned
securities during the period of the loan. The market value of the loaned
securities is determined at the close of business of the funds and any
additional required collateral is delivered to the Fund on the next business
day. If the borrower defaults on its obligation to return the securities loaned
because of insolvency or other reasons, the Fund could experience delays and
cost in recovering the securities loaned or in gaining access to the collateral.
Cash collateral is invested in cash equivalents. The Fund retains a portion of
the interest earned from the collateral. The Fund continues to receive the
economic benefit of interest or dividends paid on the securities loaned in the
form of a substitute payment received from the borrower. As of October 31, 2005,
the Fund had no securities on loan.

- --------------------------------------------------------------------------------
7. LITIGATION

A consolidated amended complaint has been filed as putative derivative and class
actions against the Manager, OFS and the Distributor, as well as 51 of the
Oppenheimer funds (as "Nominal Defendants") including the Fund, 30 present and
former Directors or Trustees and 8 present and former officers of the funds.
This complaint, initially filed in the U.S. District Court for the Southern
District of New York on January 10, 2005 and amended on March 4, 2005,
consolidates into a single action and amends six individual previously-filed
putative derivative and class action complaints. Like those prior complaints,
the

37 | OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

NOTES TO FINANCIAL STATEMENTS Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
7. LITIGATION Continued

complaint alleges that the Manager charged excessive fees for distribution and
other costs, improperly used assets of the funds in the form of directed
brokerage commissions and 12b-1 fees to pay brokers to promote sales of the
funds, and failed to properly disclose the use of assets of the funds to make
those payments in violation of the Investment Company Act of 1940 and the
Investment Advisers Act of 1940. Also, like those prior complaints, the
complaint further alleges that by permitting and/or participating in those
actions, the Directors/Trustees and the Officers breached their fiduciary duties
to shareholders of the funds under the Investment Company Act of 1940 and at
common law. The complaint seeks unspecified compensatory and punitive damages,
rescission of the funds' investment advisory agreements, an accounting of all
fees paid, and an award of attorneys' fees and litigation expenses.

The defendants believe that the allegations contained in the Complaints
are without merit and that they have meritorious defenses against the claims
asserted. The defendants intend to defend these lawsuits vigorously and to
contest any claimed liability. The defendants believe that it is premature to
render any opinion as to the likelihood of an outcome unfavorable to them and
that no estimate can yet be made with any degree of certainty as to the amount
or range of any potential loss.

Appendix A

RATINGS DEFINITIONS

Below are summaries of the rating definitions used by the
nationally-recognized rating agencies listed below. Those ratings represent
the opinion of the agency as to the credit quality of issues that they rate.
The summaries below are based upon publicly available information provided by
the rating organizations.

Moody's Investors Service, Inc. ("Moody's")

LONG-TERM RATINGS: BONDS AND PREFERRED STOCK ISSUER RATINGS

Aaa: Bonds and preferred stock rated "Aaa" are judged to be the best quality.
They carry the smallest degree of investment risk. Interest payments are
protected by a large or by an exceptionally stable margin and principal is
secure. While the various protective elements are likely to change, the
changes that can be expected are most unlikely to impair the fundamentally
strong position of such issues.

Aa: Bonds and preferred stock rated "Aa" are judged to be of high quality by
all standards. Together with the "Aaa" group, they comprise what are
generally known as high-grade bonds. They are rated lower than the best
bonds because margins of protection may not be as large as with "Aaa"
securities or fluctuation of protective elements may be of greater amplitude
or there may be other elements present which make the long-term risk appear
somewhat larger than that of "Aaa" securities.

A: Bonds and preferred stock rated "A" possess many favorable investment
attributes and are to be considered as upper-medium grade obligations.
Factors giving security to principal and interest are considered adequate but
elements may be present which suggest a susceptibility to impairment some
time in the future.

Baa: Bonds and preferred stock rated "Baa" are considered medium-grade
obligations; that is, they are neither highly protected nor poorly secured.
Interest payments and principal security appear adequate for the present but
certain protective elements may be lacking or may be characteristically
unreliable over any great length of time. Such bonds lack outstanding
investment characteristics and have speculative characteristics as well.

Ba: Bonds and preferred stock rated "Ba" are judged to have speculative
elements. Their future cannot be considered well-assured. Often the
protection of interest and principal payments may be very moderate and
thereby not well safeguarded during both good and bad times over the future.
Uncertainty of position characterizes bonds in this class.

B: Bonds and preferred stock rated "B" generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or of
maintenance of other terms of the contract over any long period of time may
be small.

Caa: Bonds and preferred stock rated "Caa" are of poor standing. Such issues
may be in default or there may be present elements of danger with respect to
principal or interest.
Ca: Bonds and preferred stock rated "Ca" represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C: Bonds and preferred stock rated "C" are the lowest class of rated bonds
and can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from "Aa" through "Caa." The modifier "1" indicates that the
obligation ranks in the higher end of its generic rating category; the
modifier "2" indicates a mid-range ranking; and the modifier "3" indicates a
ranking in the lower end of that generic rating category. Advanced refunded
issues that are secured by certain assets are identified with a # symbol.

PRIME RATING SYSTEM (SHORT-TERM RATINGS - TAXABLE DEBT)
These ratings are opinions of the ability of issuers to honor senior
financial obligations and contracts. Such obligations generally have an
original maturity not exceeding one year, unless explicitly noted.

Prime-1: Issuer has a superior ability for repayment of senior short-term
debt obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage ratios, while sound, may be more
subject to variation. Capitalization characteristics, while appropriate, may
be more affected by external conditions. Ample alternate liquidity is
maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions
may be more pronounced. Variability in earnings and profitability may result
in changes in the level of debt protection measurements and may require
relatively high financial leverage. Adequate alternate liquidity is
maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Ratings Services ("Standard & Poor's"), a division of The
McGraw-Hill Companies, Inc.

LONG-TERM ISSUE CREDIT RATINGS
Issue credit ratings are based in varying degrees, on the following
considerations:
o Likelihood of payment-capacity and willingness of the obligor to meet
its financial commitment on an obligation in accordance with the terms
of the obligation;
o Nature of and provisions of the obligation; and
o Protection afforded by, and relative position of, the obligation in the
event of bankruptcy, reorganization, or other arrangement under the
laws of bankruptcy and other laws affecting creditors' rights.
The issue ratings definitions are expressed in terms of default risk. As
such, they pertain to senior obligations of an entity. Junior obligations are
typically rated lower than senior obligations, to reflect the lower priority
in bankruptcy, as noted above.

AAA: An obligation rated "AAA" have the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: An obligation rated "AA" differ from the highest rated obligations only
in small degree. The obligor's capacity to meet its financial commitment on
the obligation is very strong.

A: An obligation rated "A" are somewhat more susceptible to the adverse
effects of changes in circumstances and economic conditions than obligations
in higher-rated categories. However, the obligor's capacity to meet its
financial commitment on the obligation is still strong.

BBB: An obligation rated "BBB" exhibit adequate protection parameters.
However, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity of the obligor to meet its financial
commitment on the obligation.

BB, B, CCC, CC, and C
An obligation rated `BB', `B', `CCC', `CC', and `C' are regarded as having
significant speculative characteristics. `BB' indicates the least degree of
speculation and `C' the highest. While such obligations will likely have some
quality and protective characteristics, these may be outweighed by large
uncertainties or major exposures to adverse conditions.

BB: An obligation rated "BB" are less vulnerable to nonpayment than other
speculative issues. However, they face major ongoing uncertainties or
exposure to adverse business, financial, or economic conditions which could
lead to the obligor's inadequate capacity to meet its financial commitment on
the obligation.

B: An obligation rated "B" are more vulnerable to nonpayment than obligations
rated "BB", but the obligor currently has the capacity to meet its financial
commitment on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor's capacity or willingness to meet
its financial commitment on the obligation.

CCC: An obligation rated "CCC" are currently vulnerable to nonpayment, and
are dependent upon favorable business, financial, and economic conditions for
the obligor to meet its financial commitment on the obligation. In the event
of adverse business, financial, or economic conditions, the obligor is not
likely to have the capacity to meet its financial commitment on the
obligation.

CC: An obligation rated "CC" are currently highly vulnerable to nonpayment.

C: Subordinated debt or preferred stock obligations rated "C" are currently
highly vulnerable to nonpayment. The "C" rating may be used to cover a
situation where a bankruptcy petition has been filed or similar action taken,
but payments on this obligation are being continued. A "C" also will be
assigned to a preferred stock issue in arrears on dividends or sinking fund
payments, but that is currently paying.

D: An obligation rated "D" are in payment default. The "D" rating category is
used when payments on an obligation are not made on the date due even if the
applicable grace period has not expired, unless Standard & Poor's believes
that such payments will be made during such grace period. The "D" rating also
will be used upon the filing of a bankruptcy petition or the taking of a
similar action if payments on an obligation are jeopardized.

The ratings from "AA" to "CCC" may be modified by the addition of a plus (+)
or minus (-) sign to show relative standing within the major rating
categories.

c: The `c' subscript is used to provide additional information to investors
that the bank may terminate its obligation to purchase tendered bonds if the
long-term credit rating of the issuer is below an investment-grade level
and/or the issuer's bonds are deemed taxable.

p: The letter `p' indicates that the rating is provisional. A provisional
rating assumes the successful completion of the project financed by the debt
being rated and indicates that payment of debt service requirements is
largely or entirely dependent upon the successful, timely completion of the
project. This rating, however, while addressing credit quality subsequent to
completion of the project, makes no comment on the likelihood of or the risk
of default upon failure of such completion. The investor should exercise his
own judgment with respect to such likelihood and risk.

Continuance of the ratings is contingent upon Standard & Poor's receipt of an
executed copy of the escrow agreement or closing documentation confirming
investments and cash flows.

r: The `r' highlights derivative, hybrid, and certain other obligations that
Standard & Poor's believes may experience high volatility or high variability
in expected returns as a result of noncredit risks. Examples of such
obligations are securities with principal or interest return indexed to
equities, commodities, or currencies; certain swaps and options; and
interest-only and principal-only mortgage securities. The absence of an `r'
symbol should not be taken as an indication that an obligation will exhibit
no volatility or variability in total return.

N.R. Not rated.

Debt obligations of issuers outside the United States and its territories are
rated on the same basis as domestic corporate and municipal issues. The
ratings measure the creditworthiness of the obligor but do not take into
account currency exchange and related uncertainties.

Bond Investment Quality Standards

Under present commercial bank regulations issued by the Comptroller of the
Currency, bonds rated in the top four categories (`AAA', `AA', `A', `BBB',
commonly known as investment-grade ratings) generally are regarded as
eligible for bank investment. Also, the laws of various states governing
legal investments impose certain rating or other standards for obligations
eligible for investment by savings banks, trust companies, insurance
companies, and fiduciaries in general

SHORT-TERM ISSUE CREDIT RATINGS
Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. In the U.S., for example, that means
obligations with an original maturity of no more than 365 days-including
commercial paper.

A-1: A short-term obligation rated "A-1" is rated in the highest category by
Standard & Poor's. The obligor's capacity to meet its financial commitment on
the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor's capacity
to meet its financial commitment on these obligations is extremely strong.

A-2: A short-term obligation rated "A-2" is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor's capacity to
meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated "A-3" exhibits adequate protection
parameters. However, adverse economic conditions or changing circumstances
are more likely to lead to a weakened capacity of the obligor to meet its
financial commitment on the obligation.

B: A short-term obligation rated "B" is regarded as having significant
speculative characteristics. The obligor currently has the capacity to meet
its financial commitment on the obligation; however, it faces major ongoing
uncertainties which could lead to the obligor's inadequate capacity to meet
its financial commitment on the obligation.

C: A short-term obligation rated "C" is currently vulnerable to nonpayment
and is dependent upon favorable business, financial, and economic conditions
for the obligor to meet its financial commitment on the obligation.

D: A short-term obligation rated "D" is in payment default. The "D" rating
category is used when payments on an obligation are not made on the date due
even if the applicable grace period has not expired, unless Standard & Poor's
believes that such payments will be made during such grace period. The "D"
rating also will be used upon the filing of a bankruptcy petition or the
taking of a similar action if payments on an obligation are jeopardized.

NOTES:
A Standard & Poor's note rating reflects the liquidity factors and market
access risks unique to notes. Notes due in three years or less will likely
receive a note rating. Notes maturing beyond three years will most likely
receive a long-term debt rating. The following criteria will be used in
making that assessment:
o Amortization schedule-the larger the final maturity relative to other
maturities, the more likely it will
be treated as a note; and
o Source of payment-the more dependent the issue is on the market for its
refinancing, the more likely
it will be treated as a note.

SP-1: Strong capacity to pay principal and interest. An issue with a very
strong capacity to pay debt service is given a (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some
vulnerability to adverse financial and economic changes over the term of the
notes.

SP-3: Speculative capacity to pay principal and interest.

Fitch, Inc.
International credit ratings assess the capacity to meet foreign currency or
local currency commitments. Both "foreign currency" and "local currency"
ratings are internationally comparable assessments. The local currency rating
measures the probability of payment within the relevant sovereign state's
currency and jurisdiction and therefore, unlike the foreign currency rating,
does not take account of the possibility of foreign exchange controls
limiting transfer into foreign currency.

INTERNATIONAL LONG-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings.

Investment Grade:

AAA: Highest Credit Quality. "AAA" ratings denote the lowest expectation of
credit risk. They are assigned only in the case of exceptionally strong
capacity for timely payment of financial commitments. This capacity is highly
unlikely to be adversely affected by foreseeable events.
AA: Very High Credit Quality. "AA" ratings denote a very low expectation of
credit risk. They indicate a very strong capacity for timely payment of
financial commitments. This capacity is not significantly vulnerable to
foreseeable events.

A: High Credit Quality. "A" ratings denote a low expectation of credit risk.
The capacity for timely payment of financial commitments is considered
strong. This capacity may, nevertheless, be more vulnerable to changes in
circumstances or in economic conditions than is the case for higher ratings.

BBB: Good Credit Quality. "BBB" ratings indicate that there is currently a
low expectation of credit risk. The capacity for timely payment of financial
commitments is considered adequate, but adverse changes in circumstances and
in economic conditions are more likely to impair this capacity. This is the
lowest investment-grade category.

Speculative Grade:

BB: Speculative. "BB" ratings indicate that there is a possibility of credit
risk developing, particularly as the result of adverse economic change over
time. However, business or financial alternatives may be available to allow
financial commitments to be met. Securities rated in this category are not
investment grade.

B: Highly Speculative. "B" ratings indicate that significant credit risk is
present, but a limited margin of safety remains. Financial commitments are
currently being met. However, capacity for continued payment is contingent
upon a sustained, favorable business and economic environment.

CCC, CC C: High Default Risk. Default is a real possibility. Capacity for
meeting financial commitments is solely reliant upon sustained, favorable
business or economic developments. A "CC" rating indicates that default of
some kind appears probable. "C" ratings signal imminent default.

DDD, DD, and D: Default. The ratings of obligations in this category are
based on their prospects for achieving partial or full recovery in a
reorganization or liquidation of the obligor. While expected recovery values
are highly speculative and cannot be estimated with any precision, the
following serve as general guidelines. "DDD" obligations have the highest
potential for recovery, around 90%-100% of outstanding amounts and accrued
interest. "DD" indicates potential recoveries in the range of 50%-90%, and
"D" the lowest recovery potential, i.e., below 50%.

Entities rated in this category have defaulted on some or all of their
obligations. Entities rated "DDD" have the highest prospect for resumption of
performance or continued operation with or without a formal reorganization
process. Entities rated "DD" and "D" are generally undergoing a formal
reorganization or liquidation process; those rated "DD" are likely to satisfy
a higher portion of their outstanding obligations, while entities rated "D"
have a poor prospect for repaying all obligations.

Plus (+) and minus (-) signs may be appended to a rating symbol to denote
relative status within the major rating categories. Plus and minus signs are
not added to the "AAA" category or to categories below "CCC," nor to
short-term ratings other than "F1" (see below).

INTERNATIONAL SHORT-TERM CREDIT RATINGS
The following ratings scale applies to foreign currency and local currency
ratings. A short-term rating has a time horizon of less than 12 months for
most obligations, or up to three years for U.S. public finance securities,
and thus places greater emphasis on the liquidity necessary to meet financial
commitments in a timely manner.

F1: Highest credit quality. Strongest capacity for timely payment of
financial commitments. May have an added "+" to denote any exceptionally
strong credit feature.

F2: Good credit quality. A satisfactory capacity for timely payment of
financial commitments, but the margin of safety is not as great as in the
case of higher ratings.

F3: Fair credit quality. Capacity for timely payment of financial commitments
is adequate. However, near-term adverse changes could result in a reduction
to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments,
plus vulnerability to near-term adverse changes in financial and economic
conditions.

C: High default risk. Default is a real possibility. Capacity for meeting
financial commitments is solely reliant upon a sustained, favorable business
and economic environment.

D: Default. Denotes actual or imminent payment default.

Appendix B

Industry Classifications

Aerospace & Defense Household Products
Air Freight & Couriers Industrial Conglomerates
Airlines Insurance
Auto Components Internet & Catalog Retail
Automobiles Internet Software & Services
Beverages IT Services
Biotechnology Leisure Equipment & Products
Building Products Machinery
Chemicals Marine
Consumer Finance Media
Commercial Banks Metals & Mining
Commercial Services & Supplies Multiline Retail
Communications Equipment Multi-Utilities
Computers & Peripherals Office Electronics
Construction & Engineering Oil & Gas
Construction Materials Paper & Forest Products
Containers & Packaging Personal Products
Distributors Pharmaceuticals
Diversified Financial Services Real Estate
Diversified Telecommunication Road & Rail
Services
Electric Utilities Semiconductors and Semiconductor
Equipment
Electrical Equipment Software
Electronic Equipment & Instruments Specialty Retail
Energy Equipment & Services Textiles, Apparel & Luxury Goods
Food & Staples Retailing Thrifts & Mortgage Finance
Food Products Tobacco
Gas Utilities Trading Companies & Distributors
Health Care Equipment & Supplies Transportation Infrastructure
Health Care Providers & Services Water Utilities
Hotels Restaurants & Leisure Wireless Telecommunication Services
Household Durables

Appendix C

OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class
A shares(2) 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.(3) That
is because of the economies of sales efforts realized by OppenheimerFunds
Distributor, Inc., (referred to in this document as the "Distributor"), or by
dealers or other financial institutions that offer those shares to certain
classes of investors. Not all waivers apply to all funds.

For the purposes of some of the waivers described below and in the Prospectus
and Statement of Additional Information of the applicable Oppenheimer funds,
the term "Retirement Plan" refers to the following types of plans:

1) plans created or qualified under Sections 401(a) or 401(k) of
the Internal Revenue Code,

2) non-qualified deferred compensation plans,
3) employee benefit plans(4)
4) Group Retirement Plans(5)
5) 403(b)(7) custodial plan accounts
6) Individual Retirement Accounts ("IRAs"), including traditional
IRAs, Roth IRAs, SEP-IRAs, SARSEPs or SIMPLE plans

The interpretation of these provisions as to the applicability of a special
arrangement or waiver in a particular case is in the sole discretion of the
Distributor or the transfer agent (referred to in this document as the
"Transfer Agent") of the particular Oppenheimer fund. These waivers and
special arrangements may be amended or terminated at any time by a particular
fund, the Distributor, and/or OppenheimerFunds, Inc. (referred to in this
document as the "Manager").

Waivers that apply at the time shares are redeemed must be requested by the
shareholder and/or dealer in the redemption request.

I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
- ------------------------------------------------------------------------------

Purchases of Class A Shares of Oppenheimer Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred
Sales Charge (unless a waiver applies).

There is no initial sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases
may be subject to the Class A contingent deferred sales charge if redeemed
within 18 months (24 months in the case of Oppenheimer Rochester National
Municipals and Rochester Fund Municipals) of the beginning of the calendar
month of their purchase, as described in the Prospectus (unless a waiver
described elsewhere in this Appendix applies to the redemption).
Additionally, on shares purchased under these waivers that are subject to the
Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent
Deferred Sales Charge."(6) This waiver provision applies to:
Purchases of Class A shares aggregating $1 million or more.
Purchases of Class A shares by a Retirement Plan that was permitted to
purchase such shares at net asset value but subject to a contingent
deferred sales charge prior to March 1, 2001. That included plans
(other than IRA or 403(b)(7) Custodial Plans) that: 1) bought shares
costing $500,000 or more, 2) had at the time of purchase 100 or more
eligible employees or total plan assets of $500,000 or more, or 3)
certified to the Distributor that it projects to have annual plan
purchases of $200,000 or more.
Purchases by an OppenheimerFunds-sponsored Rollover IRA, if the
purchases are made:
1) through a broker, dealer, bank or registered investment adviser
that has made special arrangements with the Distributor for those
purchases, or
2) by a direct rollover of a distribution from a qualified
Retirement Plan if the administrator of that Plan has made
special arrangements with the Distributor for those purchases.
Purchases of Class A shares by Retirement Plans that have any of the
following record-keeping arrangements:
1) The record keeping is performed by Merrill Lynch Pierce Fenner &
Smith, Inc. ("Merrill Lynch") on a daily valuation basis for the
Retirement Plan. On the date the plan sponsor signs the
record-keeping service agreement with Merrill Lynch, the Plan
must have $3 million or more of its assets invested in (a) mutual
funds, other than those advised or managed by Merrill Lynch
Investment Management, L.P. ("MLIM"), that are made available
under a Service Agreement between Merrill Lynch and the mutual
fund's principal underwriter or distributor, and (b) funds
advised or managed by MLIM (the funds described in (a) and (b)
are referred to as "Applicable Investments").

2) The record keeping for the Retirement Plan is performed on a
daily valuation basis by a record keeper whose services are
provided under a contract or arrangement between the Retirement
Plan and Merrill Lynch. On the date the plan sponsor signs the
record keeping service agreement with Merrill Lynch, the Plan
must have $5 million or more of its assets (excluding assets
invested in money market funds) invested in Applicable
Investments.

3) The record keeping for a Retirement Plan is handled under a
service agreement with Merrill Lynch and on the date the plan
sponsor signs that agreement, the Plan has 500 or more eligible
employees (as determined by the Merrill Lynch plan conversion
manager).

II. Waivers of Class A Sales Charges of Oppenheimer Funds
- ------------------------------------------------------------------------------

A. Waivers of Initial and Contingent Deferred Sales Charges for Certain
Purchasers.

Class A shares purchased by the following investors are not subject to any
Class A sales charges (and no concessions are paid by the Distributor on such
purchases):
The Manager or its affiliates.
Present or former officers, directors, trustees and employees (and
their "immediate families") of the Fund, the Manager and its
affiliates, and retirement plans established by them for their
employees. The term "immediate family" refers to one's spouse,
children, grandchildren, grandparents, parents, parents-in-law,
brothers and sisters, sons- and daughters-in-law, a sibling's
spouse, a spouse's siblings, aunts, uncles, nieces and nephews;
relatives by virtue of a remarriage (step-children, step-parents,
etc.) are included.
Registered management investment companies, or separate accounts of
insurance companies having an agreement with the Manager or the
Distributor for that purpose.
Dealers or brokers that have a sales agreement with the Distributor, if
they purchase shares for their own accounts or for retirement plans
for their employees.
Employees and registered representatives (and their spouses) of dealers
or brokers described above or financial institutions that have
entered into sales arrangements with such dealers or brokers (and
which are identified as such to the Distributor) or with the
Distributor. The purchaser must certify to the Distributor at the
time of purchase that the purchase is for the purchaser's own
account (or for the benefit of such employee's spouse or minor
children).
Dealers, brokers, banks or registered investment 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.

Effective October 1, 2005, taxable accounts established with the
proceeds of Required Minimum Distributions from Retirement Plans.

B. Waivers of the Class A Initial and Contingent Deferred Sales Charges in
Certain Transactions.

1. Class A shares issued or purchased in the following transactions are
not subject to sales charges (and no concessions are paid by the
Distributor on such purchases):
Shares issued in plans of reorganization, such as mergers, asset
acquisitions and exchange offers, to which the Fund is a party.
Shares purchased by the reinvestment of dividends or other
distributions reinvested from the Fund or other Oppenheimer funds or
unit investment trusts for which reinvestment arrangements have been
made with the Distributor.

Shares purchased by certain Retirement Plans that are part of a
retirement plan or platform offered by banks, broker-dealers,
financial advisors or insurance companies, or serviced by
recordkeepers.

Shares purchased by the reinvestment of loan repayments by a
participant in a Retirement Plan for which the Manager or an
affiliate acts as sponsor.
Shares purchased in amounts of less than $5.

2. Class A shares issued and purchased in the following transactions are
not subject to sales charges (a dealer concession at the annual rate of
0.25% is paid by the Distributor on purchases made within the first 6
months of plan establishment):
Retirement Plans that have $5 million or more in plan assets.
Retirement Plans with a single plan sponsor that have $5 million or
more in aggregate assets invested in Oppenheimer funds.

C. Waivers of the Class A Contingent Deferred Sales Charge for Certain
Redemptions.

The Class A contingent deferred sales charge is also waived if shares that
would otherwise be subject to the contingent deferred sales charge are
redeemed in the following cases:
To make Automatic Withdrawal Plan payments that are limited annually to
no more than 12% of the account value adjusted annually.
Involuntary redemptions of shares by operation of law or involuntary
redemptions of small accounts (please refer to "Shareholder Account
Rules and Policies," in the applicable fund Prospectus).
For distributions from Retirement Plans, deferred compensation plans or
other employee benefit plans for any of the following purposes:
1) Following the death or disability (as defined in the Internal
Revenue Code) of the participant or beneficiary. The death or
disability must occur after the participant's account was
established.
2) To return excess contributions.
3) To return contributions made due to a mistake of fact.
4) Hardship withdrawals, as defined in the plan.(7)
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.(8)
10) Participant-directed redemptions to purchase shares of a
mutual fund (other than a fund managed by the Manager or a
subsidiary of the Manager) if the plan has made special
arrangements with the Distributor.
11) Plan termination or "in-service distributions," if the
redemption proceeds are rolled over directly to an
OppenheimerFunds-sponsored IRA.
For distributions from 401(k) plans sponsored by broker-dealers that
have entered into a special agreement with the Distributor allowing
this waiver.
For distributions from retirement plans that have $10 million or more
in plan assets and that have entered into a special agreement with
the Distributor.
For distributions from retirement plans which are part of a retirement
plan product or platform offered by certain banks, broker-dealers,
financial advisors, insurance companies or record keepers which have
entered into a special agreement with the Distributor.

III. Waivers of Class B, Class C and Class N Sales Charges of Oppenheimer Funds
- ---------------------------------------------------------------------------------

The Class B, Class C and Class N contingent deferred sales charges will not
be applied to shares purchased in certain types of transactions or redeemed
in certain circumstances described below.

A. Waivers for Redemptions in Certain Cases.

The Class B, Class C and Class N contingent deferred sales charges will be
waived for redemptions of shares in the following cases:
Shares redeemed involuntarily, as described in "Shareholder Account
Rules and Policies," in the applicable Prospectus.
Redemptions from accounts other than Retirement Plans following the
death or disability of the last surviving shareholder. The death or
disability must have occurred after the account was established, and
for disability you must provide evidence of a determination of
disability by the Social Security Administration.

The contingent deferred sales charges are generally not waived
following the death or disability of a grantor or trustee for a
trust account. The contingent deferred sales charges will only be
waived in the limited case of the death of the trustee of a grantor
trust or revocable living trust for which the trustee is also the
sole beneficiary. The death or disability must have occurred after
the account was established, and for disability you must provide
evidence of a determination of disability (as defined in the
Internal Revenue Code).

Distributions from accounts for which the broker-dealer of record has
entered into a special agreement with the Distributor allowing this
waiver.
Redemptions of Class B shares held by Retirement Plans whose records
are maintained on a daily valuation basis by Merrill Lynch or an
independent record keeper under a contract with Merrill Lynch.
Redemptions of Class C shares of Oppenheimer U.S. Government Trust from
accounts of clients of financial institutions that have entered into
a special arrangement with the Distributor for this purpose.
Redemptions of Class C shares of an Oppenheimer fund in amounts of $1
million or more requested in writing by a Retirement Plan sponsor
and submitted more than 12 months after the Retirement Plan's first
purchase of Class C shares, if the redemption proceeds are invested
to purchase Class N shares of one or more Oppenheimer funds.
Distributions(9) 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.(10)
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.(11)
9) On account of the participant's separation from service.(12)
10) Participant-directed redemptions to purchase shares of a
mutual fund (other than a fund managed by the Manager or a
subsidiary of the Manager) offered as an investment option in a
Retirement Plan if the plan has made special arrangements with
the Distributor.
11) Distributions made on account of a plan termination or
"in-service" distributions, if the redemption proceeds are rolled
over directly to an OppenheimerFunds-sponsored IRA.
12) For distributions from a participant's account under an
Automatic Withdrawal Plan after the participant reaches age 59 1/2,
as long as the aggregate value of the distributions does not
exceed 10% of the account's value, adjusted annually.
13) Redemptions of Class B shares under an Automatic Withdrawal
Plan for an account other than a Retirement Plan, if the
aggregate value of the redeemed shares does not exceed 10% of the
account's value, adjusted annually.
14) For distributions from 401(k) plans sponsored by
broker-dealers that have entered into a special arrangement with
the Distributor allowing this waiver.
Redemptions of Class B shares or Class C shares under an Automatic
Withdrawal Plan from an account other than a Retirement Plan if the
aggregate value of the redeemed shares does not exceed 10% of the
account's value annually.

B. Waivers for Shares Sold or Issued in Certain Transactions.

The contingent deferred sales charge is also waived on Class B and Class C
shares sold or issued in the following cases:
Shares sold to the Manager or its affiliates.
Shares sold to registered management investment companies or separate
accounts of insurance companies having an agreement with the Manager
or the Distributor for that purpose.
Shares issued in plans of reorganization to which the Fund is a party.
Shares sold to present or former officers, directors, trustees or
employees (and their "immediate families" as defined above in
Section I.A.) of the Fund, the Manager and its affiliates and
retirement plans established by them for their employees.

IV. Special Sales Charge Arrangements for Shareholders of Certain
Oppenheimer Funds Who Were Shareholders of Former Quest for Value Funds
- -------------------------------------------------------------------------------

The initial and contingent deferred sales charge rates and waivers for Class
A, Class B and Class C shares described in the Prospectus or Statement of
Additional Information of the Oppenheimer funds are modified as described
below for certain persons who were shareholders of the former Quest for Value
Funds. To be eligible, those persons must have been shareholders on November
24, 1995, when OppenheimerFunds, Inc. became the investment advisor to those
former Quest for Value Funds. Those funds include:
Oppenheimer Quest Value Fund, Inc. Oppenheimer Small- & Mid- Cap
Value Fund
Oppenheimer Quest Balanced Fund Oppenheimer Quest
International Value Fund, Inc.

Oppenheimer Quest Opportunity Value Fund

These arrangements also apply to shareholders of the following funds
when they merged (were reorganized) into various Oppenheimer funds on
November 24, 1995:

Quest for Value U.S. Government Income Fund Quest for Value New York
Tax-Exempt Fund
Quest for Value Investment Quality Income Fund Quest for Value
National Tax-Exempt Fund
Quest for Value Global Income Fund Quest for Value California
Tax-Exempt Fund

All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds." The waivers of initial and contingent
deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
acquired by such shareholder pursuant to an exchange of shares of an
Oppenheimer fund that was one of the Former Quest for Value Funds,
or
purchased by such shareholder by exchange of shares of another
Oppenheimer fund that were acquired pursuant to the merger of any of
the Former Quest for Value Funds into that other Oppenheimer fund on
November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

Waiver of Class A Sales Charges for Certain Shareholders. Class A
shares purchased by the following investors are not subject to any Class A
initial or contingent deferred sales charges:

o Shareholders who were shareholders of the AMA Family of Funds on
February 28, 1991 and who acquired shares of any of the Former
Quest for Value Funds by merger of a portfolio of the AMA Family
of Funds.
o Shareholders who acquired shares of any Former Quest for Value Fund by
merger of any of the portfolios of the Unified Funds.

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:

o withdrawals under an automatic withdrawal plan holding only either
Class B or Class C shares if the annual withdrawal does not
exceed 10% of the initial value of the account value, adjusted
annually, and
o liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum
value of such accounts.

Waivers for Redemptions of Shares Purchased on or After March 6, 1995
but Prior to November 24, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or
Class C shares of an Oppenheimer fund. The shares must have been acquired by
the merger of a Former Quest for Value Fund into the fund or by exchange from
an Oppenheimer fund that was a Former Quest For Value Fund or into which such
Former Quest for Value Fund merged. Those shares must have been purchased on
or after March 6, 1995, but prior to November 24, 1995:
o redemptions following the death or disability of the shareholder(s) (as
evidenced by a determination of total disability by the U.S.
Social Security Administration);
o withdrawals under an automatic withdrawal plan (but only for Class B or
Class C shares) where the annual withdrawals do not exceed 10% of
the initial value of the account value; adjusted annually, and
o liquidation of a shareholder's account if the aggregate net asset value
of shares held in the account is less than the required minimum
account value.
A shareholder's account will be credited with the amount of any
contingent deferred sales charge paid on the redemption of any Class A, Class
B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another
Oppenheimer fund within 90 days after redemption.

V. Special Sales Charge Arrangements for Shareholders of Certain
Oppenheimer Funds Who Were Shareholders of Connecticut Mutual
Investment Accounts, Inc.
- ---------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
Oppenheimer U. S. Government Trust,
Oppenheimer Core Bond Fund,
Oppenheimer Value Fund and
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 AMT-Free Municipals, Oppenheimer U.S. Government
Trust, Oppenheimer Strategic Income Fund and Oppenheimer Capital Income Fund
who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those
Oppenheimer funds on October 18, 1991, and who held shares of Advance America
Funds, Inc. on March 30, 1990, may purchase Class A shares of those four
Oppenheimer funds at a maximum sales charge rate of 4.50%.

VII. Sales Charge Waivers on Purchases of Class M Shares of Oppenheimer
Convertible Securities Fund
- ------------------------------------------------------------------------------

Oppenheimer Convertible Securities Fund (referred to as the "Fund" in this
section) may sell Class M shares at net asset value without any initial sales
charge to the classes of investors listed below who, prior to March 11, 1996,
owned shares of the Fund's then-existing Class A and were permitted to
purchase those shares at net asset value without sales charge:
the Manager and its affiliates,
present or former officers, directors, trustees and employees (and
their "immediate families" as defined in the Fund's Statement of
Additional Information) of the Fund, the Manager and its affiliates,
and retirement plans established by them or the prior investment
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.

(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Directors" in this Statement of Additional Information refers to
those Directors who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
(2) Certain waivers also apply to Class M shares of Oppenheimer Convertible
Securities Fund.
(3) In the case of Oppenheimer Senior Floating Rate Fund, a
continuously-offered closed-end fund, references to contingent deferred sales
charges mean the Fund's Early Withdrawal Charges and references to
"redemptions" mean "repurchases" of shares.
(4) An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class N shares
of an Oppenheimer fund or funds are purchased by a fiduciary or other
administrator for the account of participants who are employees of a single
employer or of affiliated employers. These may include, for example, medical
savings accounts, payroll deduction plans or similar plans. The fund accounts
must be registered in the name of the fiduciary or administrator purchasing
the shares for the benefit of participants in the plan.
(5) The term "Group Retirement Plan" means any qualified or non-qualified
retirement plan for employees of a corporation or sole proprietorship,
members and employees of a partnership or association or other organized
group of persons (the members of which may include other groups), if the
group has made special arrangements with the Distributor and all members of
the group participating in (or who are eligible to participate in) the plan
purchase shares of an Oppenheimer fund or funds through a single investment
dealer, broker or other financial institution designated by the group. Such
plans include 457 plans, SEP-IRAs, SARSEPs, SIMPLE plans and 403(b) plans
other than plans for public school employees. The term "Group Retirement
Plan" also includes qualified retirement plans and non-qualified deferred
compensation plans and IRAs that purchase shares of an Oppenheimer fund or
funds through a single investment dealer, broker or other financial
institution that has made special arrangements with the Distributor.
(6) However, that concession will not be paid on purchases of shares in
amounts of $1 million or more (including any right of accumulation) by a
Retirement Plan that pays for the purchase with the redemption proceeds of
Class C shares of one or more Oppenheimer funds held by the Plan for more
than one year.
(7) This provision does not apply to IRAs.
(8) This provision only applies to qualified retirement plans and 403(b)(7)
custodial plans after your separation from service in or after the year you
reached age 55.
(9) The distribution must be requested prior to Plan termination or the
elimination of the Oppenheimer funds as an investment option under the Plan.
(10) This provision does not apply to IRAs.
(11) This provision does not apply to loans from 403(b)(7) custodial plans
and loans from the OppenheimerFunds-sponsored Single K retirement plan.
(12) This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.

Oppenheimer Quest Capital Value Fund, Inc.

Internet Website
www.oppenheimerfunds.com

Investment Advisor
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Sub-Advisor

Oppenheimer Capital LLC
1345 Avenue of the Americas, 49th Floor
New York, New York 10105-4800

Distributor
OppenheimerFunds Distributor, Inc.
Two World Financial Center
225 Liberty Street, 11th Floor
New York, New York 10281-1008

Transfer Agent
OppenheimerFunds Services

P.O. Box 5270
Denver, Colorado 80217
1.800.CALL OPP (225.5677)

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

Independent Registered Public Accounting Firm
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

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

(OppenheimerFunds logo)

PX835.001.0206

OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) (i) Articles of Amendment and Restatement of the Fund dated 3/3/97:
Previously filed with Registrant's Pre-Effective Amendment No. 2, 2/21/97,
and incorporated herein by reference.

(ii) Articles Supplementary dated 2/5/01 to Articles of Amendment and
Restatement of the Fund: Previously filed with Registrant's Post-Effective
Amendment No. 7, 2/08/01 and incorporated herein by reference.

(b) Amended and Restated By-Laws dated 10/3/05: Filed Herewith.

(c) (i) Specimen Class A Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 9, 12/23/02, and incorporated
herein by reference.

(ii) Specimen Class B Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 9, 12/23/02, and incorporated
herein by reference.

(iii) Specimen Class C Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 9, 12/23/02, and incorporated
herein by reference.

(iv) Specimen Class N Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 9, 12/23/02, and incorporated
herein by reference.

(d) (i) Amended and Restated Investment Advisory Agreement dated 1/1/05:
Previously filed with Registrant's Post-Effective Amendment No. 12, 2/28/05,
and incorporated herein by reference.

(ii) Amended and Restated Subadvisory Agreement dated 1/1/05: Filed
Herewith.

(e) (i) General Distributor's Agreement dated 2/28/97: Previously filed
with Registrant's Post-Effective Amendment No. 1, 11/25/97, and incorporated
herein by reference.

(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the Registration
Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the Registration
Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the Registration
Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.

(v) Form of Trust Company Fund/SERV Purchase Agreement of
OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund
(Reg. No. 2-62076), 10/26/01, and incorporated herein by reference.

(vi) Form of Trust Company Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to
the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076),
10/26/01, and incorporated herein by reference.

(f) Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No. 43 to
the Registration Statement of Oppenheimer Quest For Value Funds (Reg. No.
33-15489), 12/21/98, and incorporated herein by reference.

(g) (i) Global Custodial Services Agreement dated July 15, 2003, between
Registrant and Citibank, N.A.: Previously filed with Pre-Effective Amendment
No. 1 to the Registration Statement of Oppenheimer International Large-Cap
Core Trust (Reg. No. 333-106014), 8/5/03, and incorporated herein by
reference.

(ii) Amended and Restated Foreign Custody Manager Agreement dated May
31, 2001, as amended July 15, 2003: Previously filed with the Pre-Effective
Amendment No. 1 to the Registration Statement of Oppenheimer International
Large-Cap Core Trust (Reg. No. 333-106014), 8/5/03, and incorporated herein
by reference.

(h) Not applicable.

(i) (a) Opinion and Consent of Counsel dated 2/13/87: Previously filed as
Exhibit 10 to Registrant's Pre-Effective Amendment No. 1, 11/25/97, and
incorporated herein by reference.

(b) Opinion and Consent of Counsel dated 2/21/97: Previously filed with
Registrant's Pre-Effective Amendment No. 2, 2/21/97, and incorporated herein
by reference.

(j) Independent Registered Public Accounting Firm's Consent: Filed herewith.

(k) Not applicable.

(l) (i) Investment Letter dated 2/28/97 from OppenheimerFunds, Inc. to
Registrant: Previously filed with Registrant's Pre-Effective Amendment No. 2,
2/21/97, and incorporated herein by reference.

(ii) Investment Letter dated 12/4/86 from Quest for Value Advisors,
Inc.: Previously filed with Registrant's Post-Effective Amendment No. 1,
11/25/97, and incorporated herein by reference.

(m) (i) Amended and Restated Distribution and Service Plan and Agreement
for Class A shares dated 10/3/05: Filed Herewith

(ii) Amended and Restated Distribution and Service Plan and Agreement
for Class B shares dated 10/3/05: Filed Herewith.

(iii) Amended and Restated Distribution and Service Plan and Agreement
for Class C shares dated 10/3/05: Filed Herewith.

(iv) Amended and Restated Distribution and Service Plan and Agreement
for Class N shares dated 10/3/05: Filed herewith.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through
8/11/05: Previously filed with Post-Effective Amendment No. 5 to the
Registration Statement of Oppenheimer Main Street Opportunity Fund (Reg. No.
333-40186), (9/27/05), and incorporated herein by reference.

(o) (i) Powers of Attorney for all Trustees/Directors and Principal
Officers: Previously filed with Post-Effective Amendment No. 29 to the
Registration Statement of Oppenheimer Convertible Securities Fund (Reg. No.
33-3076), (4/28/05), and incorporated herein by reference.

(ii) Power of Attorney for David K. Downes dated January 17,
2006: Previously filed with Post-Effective Amendment No. 54 to the
Registration Statement of Oppenheimer Quest Value Fund, Inc. (Reg. No.
2-65223), 2/27/06, and incorporated herein by reference.

(p) (i) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
February 1, 2005 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Dividend Growth Fund (Reg. No. 333-122902), 2/18/05, and incorporated herein
by reference.

(ii) Code of Ethics dated July 1, 2003 for Allianz Dresdner Asset
Management of America L.P., the parent company of OpCap Advisors (the
"Sub-Advisor"): Previously filed with Registrant's Post-Effective Amendment
No. 10, 12/23/03, and incorporated herein by reference.

Item 24. Persons Controlled by or Under Common Control with the Fund

None.

Item 25. Indemnification

Reference is made to the provisions of Article Seven of Registrant's Amended
and Restated Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a) OppenheimerFunds, Inc. is the investment adviser of the Registrant; it
and certain subsidiaries and affiliates act in the same capacity to other
investment companies, including without limitation those described in Parts A
and B hereof and listed in Item 26(b) below.

(i) The directors and executive officers of OpCap Advisors, their
positions and their other business affiliations and business experience for
the past two years are listed in Item 26(b) below.

(b) There is set forth below information as to any other business,
profession, vocation or employment of a substantial nature in which each
officer and director of OppenheimerFunds, Inc. is, or at any time during the
past two fiscal years has been, engaged for his/her own account or in the
capacity of director, officer, employee, partner or trustee.

- ---------------------------------------------------------------------------------
Name and Current Position
with OppenheimerFunds, Inc. Other Business and Connections During the Past
Two Years
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy L. Abbuhl, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Emeline S. Adwers, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan, Senior Vice President of Shareholder Financial
Senior Vice President Services, Inc. and Shareholders Services, Inc.;
Vice President of OppenheimerFunds Distributor,
Inc., Centennial Asset Management Corporation
and OFI Private Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carl Algermissen, Formerly Associate Counsel & Legal Compliance
Vice President & Associate Officer at Great West-Life & Annuity Insurance
Counsel Co. (February 2004-October 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Amato, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Erik Anderson, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Beck Apostolopoulos, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante, Secretary (since December 2001) of: Centennial
Vice President & Secretary Asset Management Corporation, OppenheimerFunds
Distributor, Inc., HarbourView Asset Management
Corporation (since June 2003), Oppenheimer
Partnership Holdings, Inc., Oppenheimer Real
Asset Management, Inc., Shareholder Financial
Services, Inc., Shareholder Services, Inc.,
Trinity Investment Management Corporation (since
January 2005), OppenheimerFunds Legacy Program,
OFI Private Investments, Inc. (since June 2003)
and OFI Institutional Asset Management, Inc.
(since June 2003). Assistant Secretary of OFI
Trust Company (since December 2001).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Hany S. Ayad, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Baker, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Baldwin, President and Director of Shareholder Financial
Executive Vice President Services, Inc. and Shareholder Services, Inc.
Formerly Managing Director at Deutsche Bank
(March 2001 - March 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Michael Banta, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joanne Bardell, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin Baum, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeff Baumgartner, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marc Baylin, Formerly Portfolio Manager at J.P. Morgan (June
Vice President 2002-August 2005.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Todd Becerra, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lalit K. Behal Assistant Secretary of HarbourView Asset
Assistant Vice President Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Beichert, Vice President of OppenheimerFunds Distributor,
Senior Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gerald B. Bellamy, Assistant Vice President (Sales Manager of the
Assistant Vice President International Division) of OFI Institutional
Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Erik S. Berg, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Bertucci, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rajeev Bhaman, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Craig Billings, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Binning, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert J. Bishop, Treasurer (since October 2003) of
Vice President OppenheimerFunds Distributor, Inc. and
Centennial Asset Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Beth Bleimehl, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John R. Blomfield, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa I. Bloomberg, Formerly First Vice President & Associate
Vice President & Associate General Counsel of UBS Financial Services Inc.
Counsel (May 1999-May 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Veronika Boesch, Formerly (until February 2004) an independent
Assistant Vice President consultant/coach in organizational development.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Chad Boll, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Antulio N. Bomfim, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John C. Bonnell, Vice President of Centennial Asset Management
Vice President Corporation. Formerly a Portfolio Manager at
Strong Financial Corporation (May 1999-May 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michelle Borre Massick, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lori E. Bostrom, Formerly Vice President & Corporate Counsel at
Vice President & Senior Prudential Financial Inc. (October 2002 -
Counsel November 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Bourgeois, Assistant Vice President of Shareholder
Assistant Vice President Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Boydell, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Bromberg, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lowell Scott Brooks, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joan Brunelle, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kristine Bryan-Levin, Formerly Senior Vice President at Brown Brothers
Vice President Harriman (November 2002 - May 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephanie Bullington, Formerly Fund Accounting Manager at Madison
Assistant Vice President Capital Management Company (July 2005 - October
2005 and Fund Accounting Officer at Butterfield
Fund Services (Bermuda) Limited (a wholly owned
subsidiary of the Bank of NT Butterfield & Sons)
(September 2003 - June 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Burke, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Burns, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Geoffrey Caan, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Catherine Carroll, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Debra Casey, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Maria Castro, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Chaffee, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
May Chen, Formerly Assistant Vice President of Enterprise
Assistant Vice President Services at MassMutual Financial Group (May 2002
- April 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles Chibnik, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Patrick Sheng Chu, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brett Clark, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
H.C. Digby Clements, None
Vice President: Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Peter V. Cocuzza, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gerald James Concepcion, Formerly (until November 2004) an RIA Marketing
Assistant Vice President Associate of OppenheimerFunds, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Corbett, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell, Senior Vice President of Shareholder Financial
Senior Vice President Services, Inc. and Shareholder Services, Inc.;
Vice President of OppenheimerFunds Distributor,
Inc., Centennial Asset Management Corporation
and OppenheimerFunds Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott Cottier, None
Vice President: Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Laura Coulston, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julie C. Cusker, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George Curry, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin Dachille, Formerly Fixed Income Director at National
Vice President Railroad Retirement Investment Trust (May 2003 -
May 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Damian, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Demarco, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Craig P. Dinsell, None
Executive Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Randall C. Dishmon, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gavin Dobson, Formerly President at Britannic Asset Management
Vice President International (September 2001 - May 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rebecca K. Dolan, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steven D. Dombrower, Senior Vice President of OFI Private
Vice President Investments, Inc.; Vice President of
OppenheimerFunds Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas Doyle, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bruce C. Dunbar, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Dvorak, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Edmiston, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
A. Taylor Edwards, Formerly Associate at Dechert LLP (September
Assistant Vice President & 2000 - December 2005).
Assistant Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Venkat Eleswarapu, Formerly Associate Professor of Finance at Texas
Vice President Tech University (July 2005 - December 2005) and
Assistant Professor of Finance at Southern
Methodist University (January 1999 - May 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel R. Engstrom, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Robert Erven None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George R. Evans, None
Senior Vice President &
Director of International
Equities
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward N. Everett, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathy Faber, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Falicia, Assistant Secretary (as of July 2004) of
Assistant Vice President HarbourView Asset Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kristie Feinberg, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Emmanuel Ferreira, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ronald H. Fielding, Vice President of OppenheimerFunds Distributor,
Senior Vice President; Inc.; Director of ICI Mutual Insurance Company;
Chairman of the Rochester Governor of St. John's College; Chairman of the
Division Board of Directors of International Museum of
Photography at George Eastman House.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bradley G. Finkle, Vice President of OppenheimerFunds Distributor,
Vice President Inc. Formerly Head of Business
Management/Proprietary Distribution at Citigroup
Asset Management (August 1986-September 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Finley, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John E. Forrest, Senior Vice President of OppenheimerFunds
Senior Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jordan Hayes Foster, Vice President of OFI Institutional Asset
Vice President Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Foxhoven, Assistant Vice President of OppenheimerFunds
Vice President Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Colleen M. Franca, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Barbara Fraser, Formerly Attorney in Private Practice (April
Vice President & Associate 2000 - November 2005).
Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dominic Freud, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dan Gagliardo, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Hazem Gamal, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Seth Gelman, Formerly an Associate in the Asset Management
Vice President Legal Department at Goldman Sachs & Co.
(February 2003-August 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Gerlach, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Subrata Ghose, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles W. Gilbert, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Phillip S. Gillespie, Formerly First Vice President of Merrill Lynch
Senior Vice President & Investment Management (2001 to September 2004).
Deputy General Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alan C. Gilston, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jill E. Glazerman, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Benjamin J. Gord, Vice President of HarbourView Asset Management
Vice President Corporation and of OFI Institutional Asset
Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Laura Granger, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Leyla Greengard, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert B. Grill, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Haley, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marilyn Hall, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kelly Haney, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steve Hauenstein, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jacqueline Girvin-Harkins, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert W. Hawkins, Formerly an Associate at Shearman and Sterling
Assistant Vice President & LLP (July 2004-August 2005) and Dechert LLP
Assistant Counsel (September 2000-June 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas B. Hayes, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jennifer Heathwood, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Annika Helgerson, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dennis Hess, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph Higgins, Vice President of OFI Institutional Asset
Vice President Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dorothy F. Hirshman, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel Hoelscher, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward Hrybenko, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott T. Huebl, Assistant Vice President of OppenheimerFunds
Vice President Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Margaret Hui, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Huttlin, Senior Vice President (Director of the
Vice President International Division) (since January 2004) of
OFI Institutional Asset Management, Inc.;
Director (since June 2003) of OppenheimerFunds
(Asia) Limited
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James G. Hyland, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephen P. Ilnitzki, Vice President of OppenheimerFunds Distributor,
Senior Vice President Inc.; Senior Vice President of OFI Private
Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kelly Bridget Ireland, Vice President (since January 2004) of
Vice President OppenheimerFunds Distributor Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Secretary of
Vice President, Senior OppenheimerFunds Distributor, Inc. and
Counsel & Assistant Secretary Shareholder Services, Inc.; Assistant Secretary
of Centennial Asset Management Corporation,
OppenheimerFunds Legacy Program and Shareholder
Financial Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William Jaume, Senior Vice President of HarbourView Asset
Vice President Management Corporation and OFI Institutional
Asset Management, Inc.; Director of OFI Trust
Company.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Frank V. Jennings, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Jennings, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Michael Johnson, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Kadehjian, Formerly Vice President, Compensation Manager at
Assistant Vice President The Bank of New York (November 1996-November
2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles Kandilis, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas W. Keffer, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina J. Keller, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Keogh, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Kiernan, Formerly Vice President and Senior Compliance
Assistant Vice President & Officer, Guardian Trust Company, FSB at The
Marketing Compliance Manager Guardian Life Insurance Company of America
(since February 1998 - November 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Martin S. Korn, Formerly a Senior Vice President at Bank of
Senior Vice President America (Wealth and Investment Management
Technology Group) (March 2002-August 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dimitrios Kourkoulakos, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Kramer, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Kunz, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Lamentino, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Lange, Vice President of OppenheimerFunds Distributor,
Vice President Inc. and OFI Private Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey P. Lagarce, President & Chief Marketing Officer of OFI
Senior Vice President Institutional Asset Management, Inc. as of
January 2005. Formerly Executive Vice
President-Head of Fidelity Tax-Exempt Services
Business at Fidelity Investments (August
1996-January 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Latino, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kristina Lawrence, Formerly Assistant Vice President of
Vice President OppenheimerFunds, Inc. (November 2002-March
2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gayle Leavitt, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christopher M. Leavy, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Randy Legg, Formerly an associate with Dechert LLP
Vice President & Assistant (September 1998-January 2004).
Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Laura Leitzinger, Senior Vice President of Shareholder Services,
Senior Vice President Inc. and Shareholder Financial Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Justin Leverenz, Formerly, a research/technology analyst at
Vice President Goldman Sachs, Taiwan (May 2002-May 2004)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael S. Levine, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Levitt, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gang Li, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Shanquan Li, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julie A. Libby, Senior Vice President of OFI Private Investment,
Senior Vice President Inc. Formerly Executive Vice President & Chief
Operating Officer at Fred Alger Management, Inc.
(July 1996 - February 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel Lifshey, Formerly a Marketing Manager at PIMCO Advisors
Assistant Vice President (January 2002-September 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mitchell J. Lindauer, None
Vice President & Assistant
General Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bill Linden, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Malissa B. Lischin, Assistant Vice President of OppenheimerFunds
Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David P. Lolli, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel G. Loughran None
Vice President: Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Patricia Lovett, Vice President of Shareholder Financial
Vice President Services, Inc. and Senior Vice President of
Shareholder Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Misha Lozovik, Formerly Senior Director at Clinical Development
Vice President Capital LLC/Care Capital LLC (August 2002 -
October 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steven Lucaccini, Formerly Director and High Yield Analyst at UBS
Assistant Vice President Global Asset Management (November 2001 - April
2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dongyan Ma, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steve Macchia, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark H. Madden, Formerly Senior Vice President & Senior
Vice President Portfolio Manager with Pioneer Investments, Inc.
(July 1990 - July 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Mandzij, Formerly Marketing Manager - Sales Force
Assistant Vice President Marketing (March 2003-June 2004) of
OppenheimerFunds, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jerry Mandzij, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Angelo G. Manioudakis Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation and of OFI Institutional
Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
LuAnn Mascia, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Mattisinko, Assistant Secretary of Centennial Asset
Vice President & Associate Management Corporation, HarbourView Asset
Counsel Management Corporation, Trinity Investment
Management Corporation, OppenheimerFunds Legacy
Program, OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and
Oppenheimer Real Asset Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William T. Mazzafro, Formerly self-employed as a consultant
Assistant Vice President securities (January 2004 - December 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elizabeth McCormack, Vice President and Assistant Secretary of
Vice President HarbourView Asset Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph McGovern, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles L. McKenzie, Chairman of the Board, Director, Chief Executive
Senior Vice President Officer and President of OFI Trust Company;
Chairman, Chief Executive Officer, Chief
Investment Officer and Director of OFI
Institutional Asset Management, Inc.; Chief
Executive Officer, President, Senior Managing
Director and Director of HarbourView Asset
Management Corporation; Chairman, President and
Director of Trinity Investment Management
Corporation
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Medev, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lucienne Mercogliano, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Andrew J. Mika, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jan Miller, Formerly a Supervisor at Janus (May 2004-October
Assistant Vice President 2004 and a Manager at Invesco (February
1994-February 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nikolaos D. Monoyios, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles Moon, Vice President of HarbourView Asset Management
Vice President Corporation and of OFI Institutional Asset
Management, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John V. Murphy, President and Management Director of Oppenheimer
Chairman, President, Chief Acquisition Corp.; President and Director of
Executive Officer & Director Oppenheimer Partnership Holdings, Inc. and
Oppenheimer Real Asset Management, Inc.;
Chairman and Director of Shareholder Services,
Inc. and Shareholder Financial Services, Inc.;
Director of Centennial Asset Management
Corporation, OppenheimerFunds Distributor, Inc.,
OFI Institutional Asset Management, Inc.,
Trinity Investment Management Corporation,
Tremont Capital Management, Inc., HarbourView
Asset Management Corporation and OFI Private
Investments, Inc.; Executive Vice President of
Massachusetts Mutual Life Insurance Company;
Director of DLB Acquisition Corporation; a
member of the Investment Company Institute's
Board of Governors.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Meaghan Murphy, Formerly Marketing Professional, RFP Writer at
Assistant Vice President JP Morgan Fleming Asset Management (May 2002 -
October 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Suzanne Murphy, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas J. Murray, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kenneth Nadler, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina Nasta, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Newman, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Nichols, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William Norman, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James B. O'Connell, Formerly a Senior Designer Manager of
Assistant Vice President OppenheimerFunds, Inc. (April 2002 - December
2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Matthew O'Donnell, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tony Oh, Formerly Director of SEC Reporting at Teletech
Assistant Vice President Holdings (July 2004 - April 2005. Audit Manager
at Deloitte & Touche (January 1997 - June 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John O'Hare, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John J. Okray, Formerly Vice President, Head of Trust
Vice President Operations at Lehman Brothers (June 2004-October
2004) prior to which he was an Assistant Vice
President, Director of Trust Services at
Cambridge Trust Company (October 2002-June 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lerae A. Palumbo, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Anthony Parish, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David P. Pellegrino, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Allison C. Pells, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert H. Pemble, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lori L. Penna, Formerly an RFP Manager/Associate at JPMorgan
Vice President Chase & Co. (June 2001-September 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian Petersen, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marmeline Petion-Midy, Formerly a Senior Financial Analyst with General
Assistant Vice President Motors, NY Treasurer's Office (July 2000-Augut
2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Pfeffer, Senior Vice President of HarbourView Asset
Senior Vice President & Chief Management Corporation since February 2004.
Financial Officer Formerly, Director & Chief Financial Officer at
Citigroup Asset Management (February
2000-February 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Sanjeev Phansalkar, Formerly Consultant at The Solomon-Page Group
Assistant Vice President (October 2004 - September 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James F. Phillips, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott Phillips, Formerly Vice President at Merrill Lynch
Vice President Investment Management (June 2000-July 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gary Pilc, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Piper, Assistant Vice President of Shareholder
Assistant Vice President Services, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nicolas Pisciotti, Formerly Assistant Vice President at ING (April
Assistant Vice President 2002 - May 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jason Pizzorusso, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Poiesz, Formerly a Senior Portfolio Manager at Merrill
Senior Vice President, Head Lynch (October 2002-May 2004).
of Growth Equity Investments
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Sergei Polevikov, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Semyon Polyak, Formerly Vice President and Co-Portfolio Manager
Vice President at Pioneer Investments (June 1998 - August 2005)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey Portnoy, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Raghaw Prasad, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Preuss, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ellen Puckett, Formerly Sennior Program Manager at Dendant
Assistant Vice President Telecommunications (May 2002-September 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jane C. Putnam, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Quarles, Formerly a Principal at AIM Management Group,
Assistant Vice President Inc. (October 1997-October 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael E. Quinn, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julie S. Radtke, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Norma J. Rapini, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Corry E. Read, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marc Reinganum, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jill Reiter, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Claire Ring, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David Robertson, Senior Vice President of OppenheimerFunds
Senior Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Robis, Formerly a Proprietary Trader at J.P. Morgan
Assistant Vice President Chase & Co. (May 2004-May 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Antoinette Rodriguez, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stacey Roode, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey S. Rosen, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stacy Roth, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff, President & Director of OppenheimerFunds
Executive Vice President Distributor, Inc. and Centennial Asset
Management Corporation; Executive Vice President
of OFI Private Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Adrienne Ruffle, Formerly an Associate with Sidley Austin Brown &
Assistant Vice President & Wood LLP (September 2002-February 2005).
Assistant Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kim Russomanno, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Ryan, Formerly a research analyst in the large
Vice President equities group at Credit Suisse Asset Management
(August 2001-June 2004)
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rohit Sah, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Valerie Sanders, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Karen Sandler, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rudi W. Schadt, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ellen P. Schoenfeld, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Maria Schulte, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Scott A. Schwegel, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Allan P. Sedmak None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jennifer L. Sexton, Senior Vice President of OFI Private
Vice President Investments, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nava Sharma, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bonnie Sherman, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David C. Sitgreaves, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward James Sivigny None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Enrique H. Smith, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Louis Sortino, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Keith J. Spencer, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Marco Antonio Spinar, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard A. Stein, None
Vice President: Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Arthur P. Steinmetz, Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jennifer Stevens, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John P. Stoma, Senior Vice President of OppenheimerFunds
Senior Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Deborah A. Sullivan, Secretary of OFI Trust Company.
Vice President & Assistant
Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Sussman, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian C. Szilagyi, Director of Financial Reporting and Compliance
Assistant Vice President at First Data Corporation (April 2003-June 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Matthew Tartaglia, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Martin Telles, Senior Vice President of OppenheimerFunds
Senior Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul Temple, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeaneen Terrio, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vincent Toner, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Leonid Tsvayg, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Keith Tucker, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cameron Ullyat, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Angela Uttaro, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark S. Vandehey, Vice President and Chief Compliance Officer of
Senior Vice President & Chief OppenheimerFunds Distributor, Inc., Centennial
Compliance Officer Asset Management Corporation and Shareholder
Services, Inc.; Chief Compliance Officer of
HarbourView Asset Management Corporation,
Oppenheimer Partnership Holdings, Inc., Real
Asset Management, Inc., Shareholder Financial
Services, Inc., Trinity Investment Management
Corporation, OppenheimerFunds Legacy Program,
OFI Private Investments Inc. and OFI Trust
Company and OFI Institutional Asset Management,
Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Maureen Van Norstrand, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nancy Vann, Formerly Assistant General Counsel at Reserve
Vice President & Assistant Management Company, Inc. (April to December
Counsel 2004); attorney at Sidley Austin Brown & Wood
LLP (October 1997 - April 2004).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rene Vecka, None
Assistant Vice President:
Rochester Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vincent Vermette, Assistant Vice President of OppenheimerFunds
Assistant Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Phillip F. Vottiero, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Walsh, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Teresa M. Ward, Vice President of OppenheimerFunds Distributor,
Vice President Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jerry A. Webman, Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christopher D. Weiler, None
Vice President: Rochester
Division
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Adam Weiner, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Barry D. Weiss, Vice President of HarbourView Asset Management
Vice President Corporation and of Centennial Asset Management
Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Melissa Lynn Weiss, None
Vice President & Associate
Counsel
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christine Wells, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph J. Welsh, Vice President of HarbourView Asset Management
Vice President Corporation.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Diederick Werdmolder, Director of OppenheimerFunds International Ltd.
Senior Vice President and OppenheimerFunds plc and OppenheimerFunds
(Asia) Limited; Senior Vice President (Managing
Director of the International Division) of OFI
Institutional Asset Management, Inc..
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Catherine M. White, Assistant Vice President of OppenheimerFunds
Assistant Vice President Distributor, Inc.; member of the American
Society of Pension Actuaries (ASPA) since 1995.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Annabel Whiting, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William L. Wilby, None
Senior Vice President &
Senior Investment Officer,
Director of Equities
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Troy Willis, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Donna M. Winn, President, Chief Executive Officer & Director of
Senior Vice President OFI Private Investments, Inc.; Director &
President of OppenheimerFunds Legacy Program;
Senior Vice President of OppenheimerFunds
Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip Witkower, Senior Vice President of OppenheimerFunds
Senior Vice President Distributor, Inc.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian W. Wixted, Treasurer of HarbourView Asset Management
Senior Vice President & Corporation; OppenheimerFunds International
Treasurer Ltd., Oppenheimer Partnership Holdings, Inc.,
Oppenheimer Real Asset Management, Inc.,
Shareholder Services, Inc., Shareholder
Financial Services, Inc., OFI Private
Investments, Inc., OFI Institutional Asset
Management, Inc., OppenheimerFunds plc and
OppenheimerFunds Legacy Program; Treasurer and
Chief Financial Officer of OFI Trust Company;
Assistant Treasurer of Oppenheimer Acquisition
Corp.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Carol E. Wolf, Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation and of Centennial Asset
Management Corporation; serves on the Board of
the Colorado Ballet.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Meredith Wolff, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Oliver Wolff, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kurt Wolfgruber, Director of Tremont Capital Management, Inc.,
Executive Vice President, HarbourView Asset Management Corporation and OFI
Chief Investment Officer & Institutional Asset Management, Inc. (since June
Director 2003). Management Director of Oppenheimer
Acquisition Corp. (since December 2005).
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Caleb C. Wong, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward C. Yoensky, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lucy Zachman, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack General Counsel of Centennial Asset Management
Executive Vice President & Corporation; General Counsel and Director of
General Counsel OppenheimerFunds Distributor, Inc.; Senior Vice
President and General Counsel of HarbourView
Asset Management Corporation and OFI
Institutional Asset Management, Inc.; Senior
Vice President, General Counsel and Director of
Shareholder Financial Services, Inc.,
Shareholder Services, Inc., OFI Private
Investments, Inc. and OFI Trust Company; Vice
President and Director of Oppenheimer
Partnership Holdings, Inc.; Director and
Assistant Secretary of OppenheimerFunds
International Ltd and OppenheimerFunds plc;
Secretary and General Counsel of Oppenheimer
Acquisition Corp.; Director of Oppenheimer Real
Asset Management, Inc. and OppenheimerFunds
(Asia) Limited); Vice President of
OppenheimerFunds Legacy Program.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Neal A. Zamore, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark D. Zavanelli, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alex Zhou, None
Assistant Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Arthur J. Zimmer, Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation.
- ---------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------
Name and Current Position with Other Business and Connections During the Past
Oppenheimer Capital LLC Two Years
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Malcolm Bishopp, Managing Director, PIMCO Advisors Retail
Managing Director Holdings LLC.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark F. Degenhart, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Colin J. Glinsman, Chief Investment Officer of Oppenheimer Capital
Managing Director LLC.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Louis P. Goldstein, None
Managing Director
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Matthew J. Greenwald, None
Senior Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Benjamin D. Gutstein, None
Vice President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bruce Koepfgen, Chief Executive Officer of Oppenheimer Capital
Managing Director LLC.
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Francis A. LeCates, Jr., None
Managing Director
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John G. Lindenthal, None
Managing Director
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John C. Maney, None
Chief Financial Officer
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elisa A. Mazen, None
Managing Director
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William P. McDaniel, None
Managing Director
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vinh T. Nguyen, None
Vice President & Controller
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Anne-Marie L. Pitale, None
Vice President & Director of
Compliance
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Francis C. Poli, None
Executive Vice President,
Chief Legal Officer & Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian S. Shlissel, Senior Vice President of PIMCO Advisors Fund
Senior Vice President & Management LLC.
Treasurer
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stewart A. Smith, None
Vice President & Assistant
Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephen J. Treadway, Chief Executive Officer of PIMCO Advisors Fund
Managing Director Management LLC.
- ---------------------------------------------------------------------------------

The Oppenheimer Funds include the following:

Centennial California Tax Exempt Trust
Centennial Government Trust
Centennial Money Market Trust
Centennial New York Tax Exempt Trust
Centennial Tax Exempt Trust
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
OFI Tremont Core Strategies Hedge Fund
OFI Tremont Market Neutral Hedge Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer High Yield Fund
Oppenheimer International Bond Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Large-Cap Core Fund (a series of Oppenheimer
International Large-
Cap Core Trust)
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
Oppenheimer New Jersey Municipal Fund
Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
Active Allocation Fund
Aggressive Investor Fund
Conservative Investor Fund
Moderate Investor Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
Protected Trust III)
Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Quest Balanced Fund
Oppenheimer Quest Opportunity Value Fund
Oppenheimer Small- & Mid- Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Quest Value Fund, Inc.
Oppenheimer Real Asset Fund
Oppenheimer Real Estate Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (2 series):
Oppenheimer Disciplined Allocation Fund
Oppenheimer Value Fund
Oppenheimer Strategic Income Fund
Oppenheimer Total Return Bond Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
Oppenheimer Aggressive Growth Fund/VA
Oppenheimer Balanced Fund/VA
Oppenheimer Capital Appreciation Fund/VA
Oppenheimer Core Bond Fund/VA
Oppenheimer Global Securities Fund/VA
Oppenheimer High Income Fund/VA
Oppenheimer Main Street Fund/VA
Oppenheimer Main Street Small Cap Fund/VA
Oppenheimer Money Fund/VA
Oppenheimer Strategic Bond Fund/VA
Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
Government Securities Portfolio
Growth Portfolio
Oppenheimer International Growth Fund/VA
Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, Centennial Capital Corp.,
Oppenheimer Real Asset Management, Inc. and OppenheimerFunds Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corporation, Oppenheimer Partnership Holdings,
Inc., Oppenheimer Acquisition Corp., OFI Private Investments, Inc., OFI
Institutional Asset Management, Inc. and Oppenheimer Trust Company is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

The address of Tremont Advisers, Inc. is 555 Theodore Fremd Avenue, Suite
206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is Bloc C, Irish Life
Center, Lower Abbey Street, Dublin 1, Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.

The address of Oppenheimer Capital LLC is 1345 Avenue of the Americas, 49th
Floor, New York, New York 10105-4800.

Item 27. Principal Underwriter

(a) OppenheimerFunds Distributor, Inc. is the Distributor of the
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc. is
the investment adviser, as described in Part A and Part B of this
Registration Statement and listed in Item 26(b) above (except Panorama Series
Fund, Inc.) and for MassMutual Institutional Funds.

(b) The directors and officers of the Registrant's principal underwriter
are:

- ---------------------------------------------------------------------------------
Name & Principal Position & Office Position and Office
Business Address with Underwriter with Registrant
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Timothy Abbhul(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Agan(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Janette Aprilante(2) Secretary None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Barker Vice President None
1723 W. Nelson Street
Chicago, IL 60657
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen Beichert(1) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rocco Benedetto(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert J. Bishop(1) Treasurer None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Douglas S. Blankenship Vice President None
10407 Cromdale Manor Ct.
Springs, TX 77379
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Blinzler(1) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David A. Borrelli Vice President None
105 Black Calla Ct.
San Ramon, CA 94583
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey R. Botwinick(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michelle Brennan(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
L. Scott Brooks(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin E. Brosmith Senior Vice President None
5 Deer Path
South Natlick, MA 01760
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey W. Bryan Vice President None
1048 Malaga Avenue
Coral Gables, FL 33134
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Patrick Campbell(1) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Andrew Chonofsky Vice President None
300 West Fifth Street, Apt. 118
Charlotte, NC 28202
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Angelanto Ciaglia(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Melissa Clayton(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Rodney Constable(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Susan Cornwell(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Neev Crane Vice President None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Julian C. Curry Vice President None
5801 Nicholson Lane, Suite 420
North Bethesda, MD 20852
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jeffrey D. Damia(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Davis(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephen J. Demetrovits(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph A. DiMauro Vice President None
522 Lakeland Avenue
Grosse Pointe, MI 48230
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steven Dombrower(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George P. Dougherty Vice President None
328 Regency Drive
North Wales, PA 19454
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ryan C. Drier Vice President None
2240 Breton Road SE
Grand Rapids, MI 49525
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cliff H. Dunteman Vice President None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Hillary Eigen(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Eiler(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kent M. Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gregg A. Everett Vice President None
4328 Auston Way
Palm Harbor, FL 34685-4017
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George R. Fahey(1) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric C. Fallon Vice President None
10 Worth Circle
Newton, MA 02458
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Deanna Farrugia(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Joseph Fernandez Vice President None
1717 Richbourg Park Drive
Brentwood, TN 37027
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark J. Ferro(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ronald H. Fielding(3) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bradley Finkle(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric P. Fishel Vice President None
725 Boston Post Rd., #12
Sudbury, MA 01776
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Patrick W. Flynn (1) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John E. Forrest(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John ("J") Fortuna(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jayme D. Fowler(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Gottesman Vice President None
255 Westchester Way
Birmingham, MI 48009
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Raquel Granahan(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ralph Grant Senior Vice President None
10 Boathouse Close
Mt. Pleasant, SC 29464
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kahle Greenfield(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric Grossjung Vice President None
4002 N. 194th Street
Elkhorn, NE 68022
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael D. Guman Vice President None
3913 Pleasant Avenue
Allentown, PA 18103
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James E. Gunther Vice President None
603 Withers Circle
Wilmington, DE 19810
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin J. Healy(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin Hennessey Vice President None
8634 Forest Run Lane
Orlando, FL 32836
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elyse R. Jurman Herman Vice President None
5486 NW 42 Avenue
Boca Raton, FL 33496
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wendy G. Hetson(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William E. Hortz(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Edward Hrybenko(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian F. Husch(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Stephen Ilnitzki(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kathleen T. Ives(1) Vice President & Assistant Secretary
Assistant Secretary
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Shonda Rae Jaquez(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nivan Jaleeli Vice President None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric K. Johnson(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark D. Johnson Vice President None
15792 Scenic Green Court
Chesterfield, MO 63017
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina J. Keller(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Keogh(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Lisa Klassen(1) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Klein Senior Vice President None
4820 Fremont Avenue South
Minneapolis, MN 55419
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Knott(1) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brent A. Krantz Senior Vice President None
61500 Tam McArthur Loop
Bend, OR 97702
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David T. Kuzia(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Tracey Lange(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Paul R. LeMire Assistant Vice President None
7 Cormorant Drive
Middletown, NJ 07748
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric J. Liberman(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Malissa Lischin(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James V. Loehle(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas Loncar(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Craig Lyman Vice President None
7425 Eggshell Drive
Las Vegas, NV 89084
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John J. Lynch Vice President None
6325 Bryan Parkway
Dallas, TX 75214
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Malik Vice President None
546 Idylberry Road
San Rafael, CA 94903
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Steven C. Manns Vice President None
1627 N. Hermitage Avenue
Chicago, IL 60622
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Todd A. Marion(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
LuAnn Mascia(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John C. McDonough Vice President None
533 Valley Road
New Canaan, CT 06840
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kent C. McGowan Vice President None
9510 190th Place SW
Edmonds, WA 98020
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian F. Medina(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Daniel Melehan Vice President None
906 Bridgeport Court
San Marcos, CA 92069
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark Mezzanotte Vice President None
16 Cullen Way
Exeter, NH 03833
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Matthew L. Michaelson Vice President None
1250 W. Grace, #3R
Chicago, IL 60613
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Clint Modler(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert Moser(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David W. Mountford Vice President None
7820 Banyan Terrace
Tamarac, FL 33321
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Gzim Muja Vice President None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John V. Murphy(2) Director President
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wendy Jean Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John S. Napier Vice President None
17 Hillcrest Ave.
Darien, CT 06820
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christina Nasta(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kevin P. Neznek(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bradford G. Norford Vice President None
5095 Lahinch Ct.
Westerville, OH 43082
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alan Panzer Vice President None
6755 Ridge Mill Lane
Atlanta, GA 30328
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Park(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian C. Perkes Vice President None
6 Lawton Ct.
Frisco, TX 75034
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles K. Pettit(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elaine M. Puleo-Carter(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Dusting Raring Vice President None
27 Blakemore Drive
Ladera Ranch, CA 92797
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael A. Raso(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Richard Rath Vice President None
46 Mt. Vernon Ave.
Alexandria, VA 22301
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William J. Raynor(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ruxandra Risko(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David R. Robertson(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Nicole Robbins(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Ian M. Roche Vice President None
7070 Bramshill Circle
Bainbridge, OH 44023
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kenneth A. Rosenson Vice President None
24753 Vantage Pt. Terrace
Malibu, CA 90265
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James H. Ruff(2) President & Director None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Matthew Rutig Vice President None
199 North Street
Ridgefield, CT 06877
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William R. Rylander Vice President None
85 Evergreen Road
Vernon, CT 06066
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas Sabow Vice President None
6617 Southcrest Drive
Edina, MN 55435
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Saunders Vice President None
2251 Chantilly Ave.
Winter Park, FL 32789
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Jill Schmitt(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Thomas Schmitt(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William Schories Vice President None
3 Hill Street
Hazlet, NJ 07730
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Charles F. Scully Vice President None
125 Cypress View Way
Apex, NC 27502
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William Sheluck(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Debbie A. Simon Vice President None
55 E. Erie St., #4404
Chicago, IL 60611
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bryant Smith(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Douglas Bruce Smith Vice President None
8927 35th Street W.
University Place, WA 98466
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Christopher M. Spencer Vice President None
2353 W 118th Terrace
Leawood, KS 66211
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Spensley Vice President None
2000 Rhettsbury Street
Carmel, IN 46032
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Alfred St. John(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Bryan Stein Vice President None
8 Longwood Rd.
Voorhees, NJ 08043
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Stoma(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Wayne Strauss(3) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Brian C. Summe Vice President None
2479 Legends Way
Crestview Hills, KY 41017
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael Sussman(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
George T. Sweeney Senior Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
William K. Tai(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
James Taylor(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Martin Telles(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
David G. Thomas Vice President None
16628 Elk Run Court
Leesburg, VA 20176
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Barrie L. Tiedemann Vice President None
1774 Sheridan Drive
Ann Arbor, MI 48104
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Mark S. Vandehey(1) Vice President and Chief Vice President and
Compliance Officer Chief Compliance
Officer
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Vincent Vermete(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Elaine Villas(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cynthia Walloga(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Kenneth Lediard Ward Vice President None
1400 Cottonwood Valley Circle
N.
Irving, TX 75038
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Teresa Ward(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Michael J. Weigner Vice President None
4905 W. San Nicholas Street
Tampa, FL 33629
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Chris G. Werner(1) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Catherine White(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Donna Winn(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Peter Winters(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Philip Witkower(2) Senior Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Meredith Wolff(2) Assistant Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Cary Patrick Wozniak(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
John Charles Young(2) Vice President None
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
Robert G. Zack(2) General Counsel & Vice President &
Director Secretary
- ---------------------------------------------------------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World Financial Center, 225 Liberty Street, 11th Floor, New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of OppenheimerFunds,
Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets all the
requirements for effectiveness of this Registration Statement pursuant to
Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 28th day of February, 2006.

Oppenheimer Quest Capital Value Fund, Inc.

By: /s/ John V. Murphy*
John V. Murphy, President,
Principal Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures Title Date

/s/ Thomas W. Courtney* Chairman of the
February 28, 2006
Thomas W. Courtney Board of Director

/s/ John V. Murphy* President, Principal February 28, 2006
John V. Murphy Executive Officer and Director

/s/ Brian W. Wixted* Treasurer, Principal February 28, 2006
Brian W. Wixted Financial & Accounting Officer

/s/ David K. Downes* Director February 28, 2006
David K. Downes

/s/ Paul Y. Clinton* Director February 28, 2006
Paul Y. Clinton

/s/ Robert G. Galli* Director February 28, 2006
Robert G. Galli

/s/ Lacy B. Herrmann* Director
February 28, 2006
Lacy B. Herrmann

/s/ Brian F. Wruble* Director February 28, 2006
Brian F. Wruble

*By: /s/ Mitchell J. Lindauer
Mitchell J. Lindauer, Attorney-in-Fact

Oppenheimer Quest Capital Value Fund, Inc.

Post-Effective Amendment No. 13

Registration Statement No. 333-16881

EXHIBIT INDEX

Exhibit No. Description

22(b) Amended and Restated By-Laws dated 10/3/05

22(d)(ii) Amended and Restated Subadvisory Agreement dated 1/1/05

22(j) Consent of Independent Registered Public Accounting Firm

22(m)(i) Amended and Restated Distribution and Service Plan and
Agreement for Class A shares dated 10/3/05

22(m)(ii) Amended and Restated Distribution and Service Plan and
Agreement for Class B shares dated 10/3/05

22(m)(iii) Amended and Restated Distribution and Service Plan and
Agreement for Class C shares dated 10/3/05

22(m)(iv) Amended and Restated Distribution and Service Plan and
Agreement for Class N shares dated 10/3/05

EX-99.B 3 bylaws.htm by-laws

                      OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.

                                   BY-LAWS
                     (as amended through October 3, 2005)

                                  ARTICLE I

                                 SHAREHOLDERS

     Section 1. Place of Meeting.  All meetings of the  Shareholders  shall be
held at the  principal  office of the Trust or at such other place as may from
time to time be  designated  by the Board of Trustees and stated in the notice
of  meeting.  Any terms  used  herein  shall have the  meaning  defined in the
Declaration of Trust, as amended from time to time.

     Section 2.  Shareholder  Meetings.  Meetings of the  Shareholders for any
purpose or purposes  may be called by the  Chairman of the Board of  Trustees,
if any, or by the  President  or by the Board of Trustees  and shall be called
by  the  Secretary   upon  receipt  of  the  request  in  writing   signed  by
Shareholders  holding  not less than one third in amount of the entire  number
of Shares issued and  outstanding  and entitled to vote thereat.  Such request
shall  state the purpose or purposes of the  proposed  meeting.  In  addition,
meetings of the  Shareholders  shall be called by the Board of  Trustees  upon
receipt of the request in writing  signed by  Shareholders  that have,  for at
least  six  months  prior to  making  such  requests,  held not less  than ten
percent in amount of the entire  number of Shares issued and  outstanding  and
entitled to vote thereat,  stating that the purpose of the proposed meeting is
the removal of a Trustee.

     Section  3.  Notice  of  Meetings  of   Shareholders.   Consistent   with
applicable  law,  written or printed notice of every meeting of  Shareholders,
stating the time and place  thereof  (and the general  nature of the  business
proposed to be transacted at any special or extraordinary  meeting),  shall be
given to each  Shareholder  entitled to vote such  meeting by leaving the same
with  each  Shareholder  at the  Shareholder's  residence  or  usual  place of
business or by mailing it, postage prepaid and addressed to the  Shareholder's
address as it appears  upon the books of the Trust.  Such  notice  also may be
delivered by such other means, for example electronic delivery,  as consistent
with applicable laws.

     No notice of the time,  place or purpose of any  meeting of  Shareholders
need be given to any  Shareholder  who attends in person or by proxy or to any
Shareholder  who,  in  writing  executed  and filed  with the  records  of the
meeting, either before or after the holding thereof, waives such notice.

     Section 4. Record Dates.  Consistent  with  applicable  law, the Board of
Trustees  may  fix,  in  advance,   record  date  for  the   determination  of
Shareholders  entitled to notice of and to vote at any meeting of Shareholders
and  Shareholders  entitled to receive any  dividend  payment or  allotment of
rights,  as the case may be. Only Shareholders of record on such date shall be
entitled  to  notice  of and to  vote  at  such  meeting  or to  receive  such
dividends or right, as the case may be.

     Section  5.  Access to  Shareholder  List.  The Board of  Trustees  shall
make  available  a list of the  names and  addresses  of all  shareholders  as
recorded  on the books of the Trust,  upon  receipt of the  request in writing
signed by not less than ten  Shareholders  holding  Shares of the Trust valued
at $25,000  or more at  current  offering  price (as  defined  in the  Trust's
Prospectus),  or  holding  not less than one  percent  in amount of the entire
number of shares of the Trust issued and outstanding;  such request must state
that such  Shareholders  wish to communicate  with other  Shareholders  with a
view to obtaining  signatures to a request for a meeting pursuant to Section 2
of Article II of these By-Laws and accompanied by a form of  communication  to
the  Shareholders.  The Board of Trustees may, in its discretion,  satisfy its
obligation  under this Section 5 by either making  available  the  Shareholder
List to such  Shareholders  at the principal  offices of the Trust,  or at the
offices of the Trust's  transfer agent,  during regular  business hours, or by
mailing  a copy of  such  Shareholders'  proposed  communication  and  form of
request, at their expense, to all other Shareholders.

     Section 6. Quorum,  Adjournment  of  Meetings.  The presence in person or
by proxy of the  holders of record of more than 50% of the Shares of the stock
of the Trust  issued and  outstanding  and  entitled  to vote  thereat,  shall
constitute  a quorum at all  meetings of the  Shareholders.  If at any meeting
of  the  Shareholders  there  shall  be  less  than  a  quorum  present,   the
Shareholders present at such meeting may, without further notice,  adjourn the
same from time to time until a quorum shall attend,  but no business  shall be
transacted  at any such  adjourned  meeting  except  such as might  have  been
lawfully transacted had the meeting not been adjourned.

      If a quorum  is  present  but  sufficient  votes in favor of one or more
proposals  have not been  received,  any of the  persons  named as  proxies or
attorneys-in-fact  may  propose  one or more  adjournments  of the  meeting to
permit further solicitation of proxies with respect to any proposal.  All such
adjournments  will  require the  affirmative  vote of a majority of the shares
present in person or by proxy at the session of the  meeting to be  adjourned.
A vote  may be  taken  on one or  more  of the  proposals  prior  to any  such
adjournment if sufficient  votes for its approval have been received and it is
otherwise appropriate.

     Section 7.  Voting and Inspectors.  At all meetings of
Shareholders, every Shareholder of record entitled to vote at such a
meeting shall be entitled to vote at such meeting either in person or
by proxy.  A proxy may be given by or on behalf of a Shareholder in
writing or by any electronic means, including, but not limited to, by
telephone, facsimile or via the internet.

    All  elections  of Trustees  shall be had by a plurality of the votes cast
and all  questions  shall be decided by a majority of the votes cast,  in each
case at a duly  constituted  meeting,  except  as  otherwise  provided  in the
Declaration  of Trust or in these By-Laws or by specific  statutory  provision
superseding the restrictions  and limitations  contained in the Declaration of
Trust or in these By-Laws.

     At any election of  Trustees,  the Board of Trustees  prior  thereto may,
or, if they have not so acted,  the  Chairman of the meeting may, and upon the
request of the  holders of ten per cent (10%) of the Shares  entitled  to vote
at such  election  shall,  appoint two  inspectors of election who shall first
subscribe  an  oath  or  affirmation  to  execute  faithfully  the  duties  of
inspectors  at such  election  with strick  impartiality  and according to the
best of their ability,  and shall after the election make a certificate of the
result of the vote  taken.  No  candidate  for the  office of Truste  shall be
appointed such Inspector.

     The  Chairman  of the meeting may cause a vote by ballot to be taken upon
any  election or matter,  and such vote shall be taken upon the request of the
holders of ten per cent (10%) of the Shares  entitled to vote on such election
or matter.

     Section  8.  Conduct  of  Shareholders'  Meetings.  The  meetings  of the
Shareholders  shall be presided over by the Chairman of the Board of Trustees,
if any, or if he shall not be present,  by the  President,  or if he shall not
be present,  by a  Vice-President,  or if none of the Chairman of the Board of
Trustees,  the President or any Vice-President is present, by a chairman to be
elected at the meeting.  The Secretary of the Trust, if present,  shall act as
Secretary of such meetings,  or if he is not present,  an Assistant  Secretary
shall so act, if neither the Secretary nor an Assistant  Secretary is present,
than the meeting shall elect is secretary.

     Section  9.  Concerning  Validity  of  Proxies,  Ballots,  Etc.  At every
meeting of the
Shareholders,  all proxies  shall be  received  and taken in charge of and all
ballots shall be received and  canvassed by the secretary of the meeting,  who
shall decide all questions  touching the qualification of voters, the validity
of the proxies,  and the acceptance or rejection of votes,  unless  inspectors
of  election  shall have been  appointed  as  provided  in Section 7, in which
event such inspectors of election shall decide all such questions.

                                  ARTICLE II

                              BOARD OF TRUSTEES

     Section 1.  Number and Tenure of Office.  The  business  and  property of
the Trust shall be conducted and managed by a Board of Trustees  consisting of
the number of initial Trustees,  which number may be increased or decreased as
provided  in  Section  2 of  this  Article.  Each  Trustee  shall,  except  as
otherwise provided herein,  hold office until the next meeting of Shareholders
of the Trust  following  his  election  called  for the  purpose  of  electing
Trustees or until his successor is duly elected and  qualifies.  Trustees need
not be Shareholders.

     Section 2.  Increase  of  Decrease in Number of  Trustees;  Removal.  The
Board  of  Trustees,  by the  vote of a  majority  of the  entire  Board,  may
increase  the number of Trustees to a number not  exceeding  fifteen,  and may
elect  Trustees to fill the vacancies  created by any such increase the number
of  Trustees  until  the next  meeting  called  for the  purpose  of  electing
Trustees or until their successors are duly elected and qualify:  the Board of
Trustees,  by the  vote  of a  majority  of the  entire  Board,  may  likewise
decrease  the  number of  Trustees  to a number  not less  than  three but the
tenure of office of any Trustee  shall not be  affected by any such  decrease.
Vacancies  occurring other than by reason of any such increase shall be filled
as provided for a  Massachusetts  business  trust. In the event that after the
proxy  material  has been  printed  for a  meeting  of  Shareholders  at which
Trustees  are to be elected and any one or more  nominees  named in such proxy
material  dies or become  incapacitated,  the  authorized  number of  Trustees
shall be  automatically  reduced  by the number of such  nominees,  unless the
Board of Trustees prior to the meeting shall  otherwise  determine.  A Trustee
at any time may be removed  either with or without  cause by  resolution  duly
adopted by the affirmative  votes of the holders of the majority of the Shares
of the Trust,  present in person or by proxy at any meeting of Shareholders at
which such vote may be taken,  provided that a quorum is present.  Any Trustee
at any  time may be  removed  for  cause by  resolution  duly  adopted  at any
meeting of the Board of Trustees  provided that notice thereof is contained in
the notice of such meeting and that such  resolution is adopted by the vote of
at least two thirds of the  Trustees  whose  removal is not  proposed.  As use
herein,  "for cause" shall mean any cause which under  Massachusetts law would
permit the removal of a Trustee of a business trust.

     Section 3.  Place of  Meeting.  The  Trustees  may hold  their  meetings,
have  one  or  more  offices,   and  keep  the  books  of  the  Trust  outside
Massachusetts,  at any office or offices of the Trust or at any other place as
they  may  from  time to time by  resolution  determine,  or,  in the  case of
meetings,  as they may from time to time by  resolution  determine or as shall
be specified or fixed in the respective notices or waivers of notice thereof.

     Section 4. Regular  Meetings.  Regular  meetings of the Board of Trustees
shall be held at such time and on such  notice,  if any, as the  Trustees  may
from time to time determine.

     Section 5. Special  Meetings.  Special  meetings of the Board of Trustees
may be held  from  time to time  upon  call of the  Chairman  of the  Board of
Trustees,  if any,  the  President  or two or more  of the  Trustees,  by oral
telegraphic  or  written  notice  duly  served  on or sent or  mailed  to each
Trustee not less than one day before such meeting.  No notice need be given to
any Trustee  who  attends in person or to any Trustee who in writing  executed
and filed with the records of the meeting  either  before or after the holding
thereof,  waives such  notice.  Such notice or waiver of notice need not state
the purpose or purposes of such meeting.

     Section  6.  Quorum.  One-third  of the  Trustees  then in  office  shall
constitute a quorum for the  transaction  of business,  provided that a quorum
shall  in no case be less  than two  Trustees.  If at any of the  Board  there
shall be less than a quorum present (in person or by open  telephone  line, to
the extent permitted by the Investment  Company Act of 1940 (the "1940 Act")),
a majority of those  present may adjourn the meeting from time to time until a
quorum  shall have been  obtained.  The act of the  majority  of the  Trustees
present  at any  meeting  at which  there is a quorum  shall be the act of the
Board,  except as may be otherwise  specifically  provided by statute,  by the
Declaration of Trust or by these By-Laws.

     Section  7.  Executive  Committee.  The  Board of  Trustees  may,  by the
affirmative  vote of a majority of the entire  Board,  elect from the Trustees
an  Executive  Committee  to consist of such  number of  Trustees as the Board
may from time to time  determine.  The Board of Trustees  by such  affirmative
vote shall have power at any time to change the members of such  Committee and
may fill  vacancies in the Committee by election  from the Trustees.  When the
Board of Trustees is not in session,  the Executive  Committee  shall have and
may  exercise  any or all of the  powers  of  the  Board  of  Trustees  in the
management  of the business and affairs of the Trust  (including  the power to
authorize  the seal of the Trust to be affixed to all papers which may require
it) except as  provided  by law and except the power to  increase  or decrease
the size of, or fill vacancies on the Board.  The Executive  Committee may fix
its own rules of procedure,  and may meet,  when and as provided by such rules
or by resolution  of the Board of Trustees,  but in every case the presence of
a majority  shall be necessary to  constitute a quorum.  In the absence of any
member of the Executive  Committee the members thereof present at any meeting,
whether or not they constitute a quorum,  may appoint a member of the Board of
Trustees to act in the place of such absent member.

     Section 8. Other  Committees.  The Board of Trustees,  by the affirmative
vote of a majority of the entire  Board,  may appoint other  committees  which
shall in each case  consist of such number of members  (not less than two) and
shall have and may  exercise  such  powers as the Board may  determine  in the
resolution  appointing  them. A majority of all members of any such  committee
may determine its action,  and fix the time and place of its meetings,  unless
the Board of Trustees  shall  otherwise  provide.  The Board of Trustees shall
have  power  at any  time  to  change  the  members  and  powers  of any  such
committee, to fill vacancies, and to discharge any such committee.

     Section 9.  Informal  Action by _and  Telephone  Meetings of Trustees and
Committees.  Any action  required or  permitted  to be taken at any meeting of
the  Board  of  Trustees  or any  committee  thereof  may be taken  without  a
meeting,  if a written  consent to such action is signed by all members of the
Board,  or of such  committee,  as the case may be.  Trustees  or members of a
committee of the Board of Trustees may  participate in a meeting by means of a
conference telephone or similar communications  equipment;  such participation
shall,  except as otherwise  required by the 1940 Act, have the same effect as
presence in person.

     Section  10.  Compensation  of  Trustees.  Trustees  shall be entitled to
receive such  compensation  from the Trust for their services as may from time
to time be voted by the Board of Trustees.

     Section  11.  Dividends.   Dividends  or  distributions  payable  on  the
Shares of any Series may, but need not be, declared by specific  resolution of
the  Board  as to each  dividend  or  distribution;  in lieu of such  specific
resolutions,  the Board may, by general  resolution,  determine  the method of
computation  thereof, the method of determining the Shareholders of the Series
to which they are payable and the methods of determining  whether and to which
Shareholders they are to be paid in cash or in additional Shares.

   Section 12.  Indemnification.  Before an indemnitee shall be indemnified by
the Trust, there shall be a reasonable  determination upon review of the facts
that the  person to be  indemnified  was not  liable  by  reason of  disabling
conduct as defined in the  Declaration  of Trust.  Such  determination  may be
made  either by vote of a  majority  of a quorum of the Board who are  neither
"interested  persons"  of the Trust or the  investment  adviser nor parties to
the  proceeding  or by  independent  legal  counsel.  The  Trust  may  advance
attorneys'  fees  and  expenses  incurred  in  a  covered  proceeding  to  the
indemnitee  if the  indemnitee  undertakes  to repay the advance  unless it is
determined  that he is entitled to  indemnification  under the  Declaration of
Trust.  Also at least one of the following  conditions must be satisfied:  (1)
the  indemnitee  provides  security for his  undertaking,  or (2) the Trust is
insured  against  losses  arising  by reason of  lawless  advances  or,  (3) a
majority of the  disinterested  nonparty Trustee or independent  legal counsel
in a written opinion shall  determine,  based upon review of all of the facts,
that there is reason to believe that the indemnitee  will  ultimately be found
entitled to indemnification.

                                 ARTICLE III

                                   OFFICERS

     Section  1.  Executive  Officers.  The  executive  officers  of the  Fund
shall  include a Chairman of the Board of Trustees;  a President,  one or more
Vice-Presidents  (the  number  thereof  to  be  determined  by  the  Board  of
Trustees),  a Secretary  and a  Treasurer.  The  Chairman of the Board and the
President  shall be selected  from among the  Trustees.  The Board of Trustees
may  also  in  its  discretion   appoint  Assistant   Secretaries,   Assistant
Treasurers,   and  other  officers,  agents  and  employees,  who  shall  have
authority and perform such duties as the Board or the Executive  Committee may
determine.  The Board of Trustees may fill any vacancy  which may occur in any
office.  Any two offices,  except those of Chairman of the Board and Secretary
and President and  Secretary,  may be held by the same person,  but no officer
shall  execute,  acknowledge  or  verify  any  instrument  in  more  than  one
capacity,  if such  instrument  is  required  by law or  these  By-Laws  to be
executed, acknowledged or verified by two or more officers.

     Section 2. Term of Office.  The term of office of all  officers  shall be
until  their  respective  successors  are chosen  and  qualify;  however,  any
officer may be removed  from  office at any time with or without  cause by the
vote of a majority of the entire Board of Trustees.

     Section 3.  Powers and Duties.  The  officers of the Fund shall have such
powers and duties as generally  pertain to their respective  offices,  as well
as such powers and duties as may from time to time be  conferred  by the Board
of Trustees or the Executive Committee.  Unless otherwise ordered by the Board
of Trustees, the Chairman of the Board shall be the Chief Executive Officer.

                                  ARTICLE IV

                                    SHARES

     Section 1.  Certificates  of Shares.  Each  Shareholder  of any Series of
the Trust may be issued a certificate or  certificates  for his Shares of that
Series,  in  such  form  as the  Board  of  Trustees  may  from  time  to time
prescribe,  but only if and to the extent and on the  conditions  described by
the Board.

     Section  2.   Transfer  of  Shares.   Shares  of  any  Series   shall  be
transferable  on the books of the Trust by the holder  thereof in person or by
his duly  authorized  attorney or legal  representative,  upon  surrender  and
cancellation  of  certificates,  if any, for the same number of Shares of that
Series,  duly endorsed or accompanied by proper  instruments of assignment and
transfer,  with such proof of the  authenticity  of the signature as the Trust
or its agent may reasonably  require; in the case of shares not represented by
certificates,  the same or similar requirements may be imposed by the Board of
Trustees.

     Section  3. Share  Ledgers.  The share  ledgers of the Trust,  containing
the name and  address  of the  Shareholders  of each  Series and the number of
shares  of  that  Series,  held  by them  respectively,  shall  be kept at the
principal  offices of the Trust or, if the Trust employs a transfer  agent, at
the offices of the transfer agent of the Trust.

      Section  4.  Lost,  Stolen  or  Destroyed  Certificates.  The  Board  of
Trustees may  determine the  conditions  upon which a new  certificate  may be
issued in place of a  certificate  which is alleged to have been lost,  stolen
or  destroyed;  and  may,  in  their  discretion,  require  the  owner of such
certificate or his legal  representative  to give bond, with sufficient surety
to the  Trust  and the  transfer  agent,  if any,  to  indemnify  it and  such
transfer  agent  against any and all loss or claims  which may arise by reason
of the issue of a new  certificate in the place of the one so lost,  stolen or
destroyed.

                                  ARTICLE V

                                     SEAL

     The Board of  Trustees  shall  provide a suitable  seal of the Trust,  in
such form and bearing such inscriptions as it may determine.

                                  ARTICLE VI

                                 FISCAL YEAR

     The fiscal year of the Trust shall be fixed by the Board of Trustees.

                                 ARTICLE VII

                             AMENDMENT OF BY-LAWS

     The  By-Laws of the Trust may be altered,  amended,  added to or repealed
by the  Shareholders or by majority vote of the entire Board of Trustees,  but
any such  alteration,  amendment,  addition or repeal of the By-Laws by action
of the Board of Trustees may be altered or repealed by the Shareholders.

EX-99.D 4 subadvisory.htm SUBADVISORY AGREEMENT subadvisory agreement

                             AMENDED AND RESTATED
                            SUBADVISORY AGREEMENT

      THIS AGREEMENT is made by and between OppenheimerFunds, Inc., a
Colorado corporation (the "Adviser"), and Oppenheimer Capital LLC, a Delaware
limited liability company (the "Subadviser"), as of the date set forth below.

                                    RECITAL

      WHEREAS, Oppenheimer Quest Capital Value Fund, Inc. (the "Fund") is
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end, diversified management investment company;

      WHEREAS, the Adviser is registered under the Investment Advisers Act of
1940, as amended (the "Advisers Act"), as an investment adviser and engages
in the business of acting as an investment adviser;

      WHEREAS, the Subadviser is registered under the Advisers Act as an
investment adviser and engages in the business of acting as an investment
adviser;

      WHEREAS, the Adviser has entered into an Amended and Restated
Investment Advisory Agreement with the Fund (the "Investment Advisory
Agreement"), pursuant to which the Adviser shall act as investment adviser
with respect to the Fund; and

      WHEREAS, pursuant to Paragraph 2 of the Investment Advisory Agreement,
the Adviser retained the Subadviser's subsidiary, OpCap Advisors LLC for
purposes of rendering investment advisory services to the Adviser in
connection with the Fund pursuant to a Subadvisory Agreement dated as of
March 10, 2000, (the "2000 Subadvisory Agreement") and wishes to continue to
retain the Subadviser for such purposes pursuant to this Amended and Restated
Subadvisory Agreement (the "Agreement") upon the terms and conditions herein
set forth;

      NOW THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt of which are
hereby acknowledged, the parties hereto amend and restate the 2000
Subadvisory Agreement as follows:

I.    Appointment and Obligations of the Adviser.

      The Adviser hereby appoints the Subadviser to render to the Adviser
with respect to the Fund, investment research and advisory services as set
forth below in Section II, under the supervision of the Adviser and subject
to the approval and direction of the Fund's Board of Directors (the "Board"),
and the Subadviser hereby accepts such appointment, all subject to the terms
and conditions contained herein.  The Subadviser shall, for all purposes
herein, be deemed an independent contractor and shall not have, unless
otherwise expressly provided or authorized, any authority to act for or
represent the Fund in any way or otherwise to serve as or be deemed an agent
of the Fund.

II.   Duties of the Subadviser and the Adviser.

      A.    Duties of the Subadviser.

      The Subadviser shall regularly provide investment advice with respect
to the Fund and shall, subject to the terms of this Agreement, continuously
supervise the investment and reinvestment of cash, securities and instruments
or other property comprising the assets of the Fund, and in furtherance
thereof, the Subadviser's duties shall include:

            1.    Obtaining and evaluating pertinent information about
            significant developments and economic, statistical and financial
            data, domestic, foreign or otherwise, whether affecting the
            economy generally or the Fund, and whether concerning the
            individual issuers whose securities are included in the Fund or
            the activities in which such issuers engage, or with respect to
            securities which the Subadviser considers desirable for inclusion
            in the Fund's investment portfolio;

            2.    Determining which securities shall be purchased, sold or
            exchanged by the Fund or otherwise represented in the Fund's
            investment portfolio and regularly reporting thereon to the
            Adviser and, at the request of the Adviser, to the Board;

            3.    Formulating and implementing continuing programs for the
            purchases and sales of the securities of such issuers and
            regularly reporting thereon to the Adviser and, at the request of
            the Adviser, to the Board; and

            4.    Taking, on behalf of the Fund, all actions that appear to
            the Subadviser necessary to carry into effect such investment
            program, including the placing of purchase and sale orders, and
            making appropriate reports thereon to the Adviser and the Board.

      B.    Duties of the Adviser.

      The Adviser shall retain responsibility for, among other things,
providing the following advice and services with respect to the Fund:

            1.    Without limiting the obligation of the Subadviser to so
                  comply, the Adviser shall monitor the investment program
                  maintained by the Subadviser for the Fund to ensure that
                  the Fund's assets are invested in compliance with this
                  Agreement and the Fund's Registration Statement, as
                  currently in effect from time to time; and

            2.    The Adviser shall oversee matters relating to Fund
                  promotion, including, but not limited to, marketing
                  materials and the Subadviser's reports to the Board.

III.  Representations, Warranties and Covenants.

      A.    Representations, Warranties and Covenants of the Subadviser.

            1.    Organization.  The Subadviser is now, and will continue to
            be, a limited liability company duly formed and validly existing
            under the laws of its jurisdiction of formation, fully authorized
            to enter into this Agreement and carry out its duties and
            obligations hereunder.

            2.    Registration.  The Subadviser is registered as an
            investment adviser with the Securities and Exchange Commission
            (the "SEC") under the Advisers Act, and is registered or licensed
            as an investment adviser under the laws of all jurisdictions in
            which its activities require it to be so registered or licensed,
            except where the failure to be so licensed would not have a
            material adverse effect on the Subadviser.  The Subadviser shall
            maintain such registration or license in effect at all times
            during the term of this Agreement.

            3.    Best Efforts.  The Subadviser at all times shall provide
            its best judgment and effort to the Adviser and the Fund in
            carrying out its obligations hereunder.

            4.    Other Covenants.  The Subadviser further agrees that:

                  a.    it will use the same skill and care in providing such
                        services as it uses in providing services to other
                        accounts for which it has investment management
                        responsibilities;

                  b.    it will not make loans to any person to purchase or
                        carry shares of the Fund or make loans to the Fund;

                  c.    it will report regularly to the Fund and to the
                        Adviser and will make appropriate persons available
                        for the purpose of reviewing with representatives of
                        the Adviser on a regular basis the management of the
                        Fund, including, without limitation, review of the
                        general investment strategy of the Fund, economic
                        considerations and general conditions affecting the
                        marketplace;

                  d.    as required by applicable laws and regulations, it
                        will maintain books and records with respect to the
                        Fund's securities transactions and it will furnish to
                        the Adviser and to the Board such periodic and
                        special reports as the Adviser or the Board may
                        reasonably request;

                  e.    it will treat confidentially and as proprietary
                        information of the Fund all records and other
                        information relative to the Fund, and will not use
                        records and information for any purpose other than
                        performance of its responsibilities and duties
                        hereunder, except after prior notification to and
                        approval in writing by the Fund or when so requested
                        by the Fund or required by law or regulation;

                  f.    it will, on a continuing basis and at its own
                        expense, (1) provide the distributor of the Fund (the
                        "Distributor") with assistance in the distribution
                        and marketing of the Fund in such amount and form as
                        the Adviser may reasonably request from time to time,
                        and (2) use its best efforts to cause the portfolio
                        manager or other person who manages or is responsible
                        for overseeing the management of the Fund's portfolio
                        (the "Portfolio Manager") to provide marketing and
                        distribution assistance to the Distributor,
                        including, without limitation, conference calls,
                        meetings and road trips, provided that each Portfolio
                        Manager shall not be required to devote more than 10%
                        of his or her time to such marketing and distribution
                        activities;

                  g.    it will use its reasonable best efforts (i) to retain
                        the services of the Portfolio Manager who manages the
                        portfolio of the Fund, from time to time and (ii) to
                        promptly obtain the services of a Portfolio Manager
                        acceptable to the Adviser if the services of the
                        Portfolio Manager are no longer available to the
                        Subadviser;

                  h.    it will, from time to time, assure that each
                        Portfolio Manager is acceptable to the Adviser;

                  i.    it will obtain the written approval of the Adviser
                        prior to designating a new Portfolio Manager;
                        provided, however, that, if the services of a
                        Portfolio Manager are no longer available to the
                        Subadviser due to circumstances beyond the reasonable
                        control of the Subadviser (e.g., voluntary
                        resignation, death or disability), the Subadviser may
                        designate an interim Portfolio Manager who (a) shall
                        be reasonably acceptable to the Adviser and (b) shall
                        function for a reasonable period of time until the
                        Subadviser designates an acceptable permanent
                        replacement; and

                  j.    it will promptly notify the Adviser of any impending
                        change in Portfolio Manager, portfolio management or
                        any other material matter that may require disclosure
                        to the Board, shareholders of the Fund or dealers.

      B.    Representations, Warranties and Covenants of the Adviser.

            1.    Organization.  The Adviser is now, and will continue to be,
            duly organized and in good standing under the laws of its state
            of incorporation, fully authorized to enter into this Agreement
            and carry out its duties and obligations hereunder.

            2.    Registration.  The Adviser is registered as an investment
            adviser with the SEC under the Advisers Act, and is registered or
            licensed as an investment adviser under the laws of all
            jurisdictions in which its activities require it to be so
            registered or licensed. The Adviser shall maintain such
            registration or license in effect at all times during the term of
            this Agreement.

            3.    Best Efforts.  The Adviser at all times shall provide its
            best judgment and effort to the Fund in carrying out its
            obligations hereunder.

IV.   Compliance with Applicable Requirements.

      In carrying out its obligations under this Agreement, the Subadviser
shall at all times conform to:

      A.    all applicable provisions of the 1940 Act and any rules and
            regulations adopted thereunder;

      B.    the provisions of the registration statement of the Fund, as the
            same may be amended from time to time, under the Securities Act
            of 1933, as amended, and the 1940 Act;

      C.    the provisions of the Fund's Articles of Incorporation or other
            governing document, as amended from time to time;

      D.    the provisions of the By-laws of the Fund, as amended from time
            to time;

      E.    any other applicable provisions of state or federal law; and

      F.    guidelines, investment restrictions, policies, procedures or
            instructions adopted or issued by the Fund or the Adviser from
            time to time.

      The Adviser shall promptly notify the Subadviser of any changes or
amendments to the provisions of B., C., D. and F. above when such changes or
amendments relate to the obligations of the Subadviser.

V.    Control by the Board.

      Any investment program undertaken by the Subadviser pursuant to this
Agreement, as well as any other activities undertaken by the Subadviser with
respect to the Fund, shall at all times be subject to any directives of the
Adviser and the Board.

VI.   Books and Records.

      The Subadviser agrees that all records which it maintains for the Fund
on behalf of the Adviser are the property of the Fund and further agrees to
surrender promptly to the Fund or to the Adviser any of such records upon
request.  The Subadviser further agrees to preserve for the periods
prescribed by applicable laws, rules and regulations all records required to
be maintained by the Subadviser on behalf of the Adviser under such
applicable laws, rules and regulations, or such longer period as the Adviser
may reasonably request from time to time.

VII.  Broker-Dealer Relationships.

      A.    Portfolio Trades.

            The Subadviser, at its own expense, and to the extent
appropriate, in consultation with the Adviser, shall place all orders for the
purchase and sale of portfolio securities for the Fund with brokers or
dealers selected by the Subadviser, which may include, to the extent
permitted by the Adviser and the Fund, brokers or dealers affiliated with the
Subadviser.  The Subadviser shall use its best efforts to seek to execute
portfolio transactions at prices that are advantageous to the Fund and at
commission rates that are reasonable in relation to the benefits received.

      B.    Selection of Broker-Dealers.

            With respect to the execution of particular transactions, the
Subadviser may, to the extent permitted by the Adviser and the Fund, select
brokers or dealers who also provide brokerage and research services (as those
terms are defined in Section 28(e) of the Securities Exchange Act of 1934, as
amended) to the Fund and/or the other accounts over which the Subadviser or
its affiliates exercise investment discretion.  The Subadviser is authorized
to pay a broker or dealer who provides such brokerage and research services a
commission for executing a portfolio transaction for the Fund that is in
excess of the amount of commission another broker or dealer would have
charged for effecting that transaction if the Subadviser determines in good
faith that such amount of commission is reasonable in relation to the value
of the brokerage and research services provided by such broker or dealer.
This determination may be viewed in terms of either that particular
transaction or the overall responsibilities that the Subadviser and its
affiliates have with respect to accounts over which they exercise investment
discretion.  The Adviser, Subadviser and the Board shall periodically review
the commissions paid by the Fund to determine, among other things, if the
commissions paid over representative periods of time were reasonable in
relation to the benefits received.

      C.    Soft Dollar Arrangements.

            The Subadviser may enter into "soft dollar" arrangements through
the agency of third parties on behalf of the Adviser.  Soft dollar
arrangements for services may be entered into in order to facilitate an
improvement in performance in respect of the Subadviser's service to the
Adviser with respect to the Fund.  The Subadviser makes no direct payments
but instead undertakes to place business with broker-dealers who in turn pay
third parties who provide these services.  Soft dollar transactions will be
conducted on an arm's-length basis, and the Subadviser will secure best
execution for the Adviser.  Any arrangements involving soft dollars and/or
brokerage services shall be effected in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, and the policies that the
Adviser and the Board may adopt from time to time.  The Subadviser agrees to
provide reports to the Adviser as necessary for purposes of providing
information on these arrangements to the Board.

VIII. Compensation.

      A.    Amount of Compensation.  The Adviser shall pay the Subadviser, as
            compensation for services rendered hereunder, from its own
            assets, an annual fee, payable monthly, equal to 40% of the
            investment advisory fee collected by the Adviser from the Fund,
            based on the total net assets of the Fund existing as of February
            28, 1997 and remaining 120 days later (the "base amount"), plus
            30% of the advisory fee collected by the Adviser, based on the
            total net assets of the Fund that exceed the base amount (the
            "marginal amount"), in each case calculated after any waivers,
            voluntary or otherwise.

      B.    Calculation of Compensation.  Except as hereinafter set forth,
            compensation under this Agreement shall be calculated and accrued
            on the same basis as the advisory fee paid to the Adviser by the
            Fund.  If this Agreement becomes effective subsequent to the
            first day of a month or shall terminate before the last day of a
            month, compensation for that part of the month this Agreement is
            in effect shall be prorated in a manner consistent with the
            calculation of the fees set forth above.

      C.    Payment of Compensation: Subject to the provisions of this
            paragraph, payment of the Subadviser's compensation for the
            preceding month shall be made within 15 days after the end of the
            preceding month.

      D.    Reorganization of the Fund.  If the Fund is reorganized with
            another investment company for which the Subadviser does not
            serve as an investment adviser or subadviser, and the Fund is the
            surviving entity, the subadvisory fee payable under this section
            shall be adjusted in an appropriate manner as the parties may
            agree.

IX.   Allocation of Expenses.

      The Subadviser shall pay the expenses incurred in providing services in
connection with this Agreement, including, but not limited to, the salaries,
employment benefits and other related costs of those of its personnel engaged
in providing investment advice to the Fund hereunder, including, without
limitation, office space, office equipment, telephone and postage costs and
other expenses.  In the event of an "assignment" of this Agreement, other
than an assignment resulting solely by action of the Adviser or an affiliate
thereof, the Subadviser shall be responsible for payment of all costs and
expenses incurred by the Adviser and the Fund relating thereto, including,
but not limited to, reasonable legal, accounting, printing and mailing costs
related to obtaining approval of Fund shareholders.

X.     Non-Exclusivity.

      The services of the Subadviser with respect to the Fund are not to be
deemed to be exclusive, and the Subadviser shall be free to render investment
advisory and administrative or other services to others (including other
investment companies) and to engage in other activities, subject to the
non-competition provisions of a certain "Relationship Restructuring
Agreement" dated as of December 3, 2004, among the Adviser, OpCap Advisors,
the Subadviser and Quest For Value Distributors (the "Restructuring
Agreement").  It is understood and agreed that officers or directors of the
Subadviser may serve as officers or directors of the Adviser or of the Fund;
that officers or directors of the Adviser or of the Fund may serve as
officers or directors of the Subadviser to the extent permitted by law; and
that the officers and directors of the Subadviser are not prohibited from
engaging in any other business activity or from rendering services to any
other person, or from serving as partners, officers, directors or trustees of
any other firm or trust, including other investment advisory companies
(subject to the provisions of the Restructuring Agreement), provided it is
permitted by applicable law and does not adversely affect the Fund.

XI.   Term.

      This Agreement shall become effective on January 1, 2005, and shall
remain in force and effect, subject to Paragraphs XII.A and XII.B hereof and
approval by the Fund's shareholders, until December 31, 2005.

XII.  Renewal.

      Following the expiration of the term, the Agreement shall continue in
full force and effect from year to year until February 28, 2007, provided
that such continuance is specifically approved:

      A.    at least annually (1) by the Board or by the vote of a majority
            of the Fund's outstanding voting securities (as defined in
            Section 2(a)(42) of the 1940 Act), and (2) by the affirmative
            vote of a majority of the directors who are not parties to this
            Agreement or interested persons of a party to this Agreement
            (other than as a director of the Fund), by votes cast in person
            at a meeting specifically called for such purpose; or

      B.    by such method required by applicable law, rule or regulation
            then in effect.

XIII. Termination.

      A.    Termination by the Fund.  This Agreement may be terminated at any
            time, without the payment of any penalty, by vote of the Board or
            by vote of a majority of the Fund's outstanding voting
            securities, on sixty (60) days' written notice.  The notice
            provided for herein may be waived by the party required to be
            notified.

      B.    Assignment.  This Agreement shall automatically terminate in the
            event of its "assignment," as defined in Section 2 (a) (4) of the
            1940 Act.  In the event of an assignment that occurs solely due
            to the change in control of the Subadviser (provided that no
            condition exists that permits, or, upon the consummation of the
            assignment, will permit, the termination of this Agreement by the
            Adviser pursuant to Section XIII. D. hereof), the Adviser and the
            Subadviser, at the sole expense of the Subadviser, shall use
            their reasonable best efforts to obtain shareholder approval of a
            successor Subadvisory Agreement on substantially the same terms
            as contained in this Agreement.

      C.    Payment of Fees After Termination.  Notwithstanding the
            termination of this Agreement prior to the tenth anniversary of
            February 28, 1997, the Adviser shall continue to pay to the
            Subadviser the subadvisory fee for the term of this Agreement and
            any renewals thereof through such tenth anniversary, if: (1) the
            Adviser or the Fund terminates this Agreement for a reason other
            than the reasons set forth in Section XIII.D. hereof, provided
            the Investment Advisory Agreement remains in effect; (2) the Fund
            reorganizes with another investment company advised by the
            Adviser (or an affiliate of the Adviser) and for which the
            Subadviser does not serve as an investment adviser or subadviser
            and such other investment company is the surviving entity; or (3)
            the Investment Advisory Agreement terminates (i) by reason of an
            "assignment;" (ii) because the Adviser is disqualified from
            serving as an investment adviser; or (iii) by reason of a
            voluntary termination by the Adviser;  provided that the
            Subadviser does not serve as the investment adviser or subadviser
            of the Fund after such termination of the Investment Advisory
            Agreement.  The amount of the subadvisory fee paid pursuant to
            this section shall be calculated on the basis of the Fund's net
            assets measured at the time of such termination or such
            reorganization.  Notwithstanding anything to the contrary, if the
            Subadviser terminates this Agreement or if this Agreement is
            terminated by operation of law, due solely to an act or omission
            by the Subadviser or its subsidiaries, directors, officers,
            employees or agents (other than by reason of an "assignment"of
            this Agreement), then the Adviser shall not be liable for any
            further payments under this Agreement, provided, however, that if
            at any time prior to the end of the term of the Restructuring any
            event that would have permitted the termination of this Agreement
            by the Adviser pursuant to Section XIII. D. (3) hereof occurs,
            the Adviser shall be under no further obligation to pay any
            subadvisory fees.

      D.    Termination by the Adviser.  The Adviser may terminate this
            Agreement without penalty and without the payment of any fee or
            penalty, immediately after giving written notice, upon the
            occurrence of any of the following events:

            1.    The Fund's investment performance of the Fund's Class A
                  shares compared to the appropriate universe of Class A
                  shares (or their equivalent) used by the Fund to compare
                  its performance, as set forth on Schedule D-1, as amended
                  from time to time, ranks in the bottom quartile for two
                  consecutive calendar years and the Fund's Class A shares
                  have earned a Morningstar three-year rating of less than
                  three (3) stars at the time of such termination; or

            2.    Any of the Subadviser, its subsidiaries, affiliates,
                  directors, officers, employees or agents engages in an
                  action or omits to take an action that would cause the
                  Subadviser to be disqualified in any manner under Section
                  9(a) of the 1940 Act, if the  SEC were not to grant an
                  exemptive order under Section 9(c) thereof or that would
                  constitute grounds for the SEC to deny, revoke or suspend
                  the registration of the Subadviser as an investment adviser
                  with the SEC; or

            3.    Any of the Subadviser, its subsidiaries, affiliates,
                  directors, officers, employees or agents causes a material
                  violation of the Restructuring Agreement; or

            4.    The Subadviser breaches the representations contained in
                  Paragraph III.A.4.i. of this Agreement or any other
                  material provision of this Agreement, and any such breach
                  is not cured within a reasonable period of time after
                  notice thereof from the Adviser to the Subadviser.
                  However, consistent with its fiduciary obligations, for a
                  period of four months the Adviser will not terminate this
                  Agreement solely because the Subadviser has failed to
                  designate an acceptable permanent replacement to a
                  Portfolio Manager whose services are no longer available to
                  the Subadviser due to circumstances beyond the reasonable
                  control of the Subadviser, provided that the Subadviser
                  uses its reasonable best efforts to promptly obtain the
                  services of a Portfolio Manager acceptable to the Adviser
                  and further provided that the Adviser has not unreasonably
                  withheld approval of such replacement Portfolio Manager.

      E.    Transactions in Progress upon Termination.  The Adviser and
            Subadviser will cooperate with each other to ensure that
            portfolio or other transactions in progress at the date of
            termination of this Agreement shall be completed by the Adviser
            in accordance with the terms of such transactions, and to this
            end the Subadviser shall provide the Adviser with all necessary
            information and documentation to secure the implementation
            thereof.

XIV.  Non-Solicitation.

      During the term of this Agreement, the Adviser (and its affiliates
under its control) shall not solicit or knowingly assist in the solicitation
of any Portfolio Manager of the Fund or any portfolio assistant of the Fund
then employed by the Subadviser, provided, however, that the Adviser (or its
affiliates) may solicit or hire any such individual who (A) the Subadviser
(or its affiliates) has terminated or (B) has voluntarily terminated his or
her employment with the Subadviser (or its affiliates) without inducement of
the Adviser (or its affiliates under its control) prior to the time of such
solicitation.  Advertising in general circulation newspapers or industry
newsletters by the Adviser shall not constitute "inducement" by the Adviser
(or its affiliates under its control).


XV.   Liability of the Subadviser.

      In the absence of willful misfeasance, bad faith, negligence or
reckless disregard of obligations or duties hereunder on the part of the
Subadviser or any of its officers, directors or employees, the Subadviser
shall not be subject to liability to the Adviser for any act or omission in
the course of, or connected with,  rendering services hereunder or for any
losses that may be sustained in the purchase, holding or sale of any
security; provided, however, that the foregoing shall not be construed to
relieve the Subadviser of any liability it may have arising under the
Restructuring Agreement or the Acquisition Agreement dated August 17, 1995,
among the Subadviser, the Adviser and certain affiliates of the Subadviser.

XVI.  Notices.

      Any notice or other communication required or that may be given
hereunder shall be in writing and shall be delivered personally, telecopied,
sent by certified, registered or express mail, postage prepaid or sent by
national next-day delivery service and shall be deemed given when so
delivered personally or telecopied, or if mailed, two days after the date of
mailing, or if by next-day delivery service, on the business day following
delivery thereto, as follows or to such other location as any party notifies
any other party:

      A.    if to the Adviser, to:

            OppenheimerFunds, Inc.
            Two World Financial Center, 11th Floor
            New York, New York  10281-1008
            Attention:  Robert G. Zack
                       Executive Vice President and General Counsel
            Telecopier: 212-323-4070

      B.    if to the Subadviser, to:

            Oppenheimer Capital
            1345 Avenue of the Americas
            New York, New York  10105-4800
            Attention: Francis C. Poli
                      Secretary
            Telecopier: 212-739-3948

XVII. Questions of Interpretation.

      This Agreement shall be governed by the laws of the State of New York
applicable to agreements made and to be performed entirely within the State
of New York (without regard to any conflicts of law principles thereof).  Any
question of interpretation of any term or provision of this Agreement having
a counterpart in or otherwise derived from a term or provision of the 1940
Act shall be resolved by reference to such term or provision of the 1940 Act
and to interpretations thereof, if any, by the United States Courts or, in
the absence of any controlling decision of any such court, by rules,
regulations or orders of the SEC issued pursuant to the 1940 Act.  In
addition, where the effect of a requirement of the 1940 Act reflected in any
provision of this Agreement is revised by rule, regulation or order of the
SEC, such provision shall be deemed to incorporate the effect of such rule,
regulation or order.

XVIII.      Form ADV - Delivery.

      The Adviser hereby acknowledges that it has received from the
Subadviser a copy of the Subadviser's Form ADV, Part II as currently filed,
at least 48 hours prior to entering into this Agreement and that it has read
and understood the disclosures set forth in the Subadviser's Form ADV, Part
II.

XIX.  Miscellaneous.

      The captions in this Agreement are included for convenience of
reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.  If any provision of this
Agreement shall be held or made invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors.

XX.   Counterparts.

      This Agreement may be executed in counterparts, each of which shall
constitute an original and both of which, collectively, shall constitute one
agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed in duplicate by their respective officers as of the 1st day of January,
2005.


                        OppenheimerFunds, Inc.

                                /s/ Robert G. Zack
                        By:   ______________________________
                                Robert G. Zack
                                Executive Vice President and General Counsel


                        Oppenheimer Capital LLC

                                /s/ Francis C. Poli
                        By:   ______________________________

                                Francis C. Poli
                                Senior Vice President and Secretary


SCHEDULE XIII.D.1

      The universe of funds to which Class A shares of the Fund will be
compared to so that it can be determined in which quartile the performance
ranks shall consist of those fund with the same Lipper investment objective
being offered as the only class of shares of such fund or, in the case where
there is more than one class of shares being offered, with a front-end load
(typically referred to as Class A shares).  The present Lipper investment
objective category for the Fund is: Multi-Cap Value.

EX-99.J 5 consent.htm AUDITOR'S CONSENT consent

                   CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
                                     FIRM



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

We consent to the use in this Registration Statement of Oppenheimer Quest
Capital Value Fund, Inc., of our report dated December 20, 2005, included in
the Statement of Additional Information, which is part of such Registration
Statement, and to the references to our firm under the headings "Financial
Highlights" appearing in the Prospectus, which is also part of such
Registration Statement and "Independent Registered Public Accounting Firm"
appearing in the Statement of Additional Information.



                              /s/ KPMG LLP
                              KPMG LLP

Denver, Colorado
February 27, 2006

EX-99.M 6 classaplan.htm CLASS A PLAN quest capital calue class a plan

                             AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     With

                      OppenheimerFunds Distributor, Inc.

                            For Class A Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  is  dated  as of  the  3rd  day of  October,  2005,  by  and  between
Oppenheimer  Quest Capital Value Fund, Inc. (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for  Class A shares  of the Fund  (the  "Shares"),  contemplated  by Rule
12b-1  as it may  be  amended  from  time  to  time  (the  "Rule")  under  the
Investment  Company Act of 1940 (the "1940  Act"),  pursuant to which the Fund
will  compensate  the  Distributor  for its  services in  connection  with the
distribution  of  Shares,   and  the  personal   service  and  maintenance  of
shareholder  accounts  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions  contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830
of the Conduct Rules of the National Association of Securities Dealers,  Inc.,
or any  amendment  or successor  to such rule (the "NASD  Conduct  Rules") and
(iv) any conditions pertaining either to  distribution-related  expenses or to
a plan of  distribution  to which the Fund is subject under any order on which
the  Fund  relies,  issued  at any time by the U.S.  Securities  and  Exchange
Commission ("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person
or entity which: (i) has rendered assistance  (whether direct,  administrative
or both) in the distribution of Shares or has provided  administrative support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (ii) shall  furnish the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions  as may  arise  concerning  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Directors"  shall  mean the  members  of the  Fund's
Board of Directors  who are not  "interested  persons" (as defined in the 1940
Act) of the Fund and who have no direct or indirect  financial interest in the
operation of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"  shall  mean  such  brokerage  or other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d)   "Qualified  Holdings" shall mean, as to any Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same Shares,  the Recipient  which is the dealer of record on the Fund's books
as  determined  by the  Distributor  shall be deemed the  Recipient as to such
Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a)   Payments to the  Distributor.  In  consideration  of the  payments
made by the Fund to the  Distributor  under this Plan, the  Distributor  shall
provide administrative  support services and distribution  assistance services
to   the   Fund.   Such   services   include   distribution   assistance   and
administrative  support  services  rendered in connection with Shares (1) sold
in  purchase  transactions,  (2)  issued in  exchange  for  shares of  another
investment  company  for  which  the  Distributor  serves  as  distributor  or
sub-distributor,  or (3) issued pursuant to a plan of  reorganization to which
the Fund is a party.  If the Board  believes that the  Distributor  may not be
rendering  appropriate   distribution  assistance  or  administrative  support
services in connection with the sale of Shares,  then the Distributor,  at the
request of the Board,  shall provide the Board with a written  report or other
information to verify that the Distributor is providing  appropriate  services
in this regard.  For such services,  the Fund will make the following payments
to the Distributor:

             (i)  Administrative  Support  Services  Fees.  Within  forty-five
(45) days of the end of each calendar quarter,  the Fund will make payments in
the  aggregate  amount of 0.0625%  (0.25% on an annual  basis) of the  average
during the period of the aggregate  net asset value of the Shares  computed as
of the close of each  business  day (the  "Service  Fee").  Such  Service  Fee
payments  received from the Fund will compensate the Distributor for providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge).
Within ten (10) days of the end of each month,  the Fund will make payments in
the  aggregate  amount of 0.020833%  (0.25% on an annual basis) of the average
during the month of the  aggregate  net asset  value of Shares  computed as of
the  close  of each  business  day  (the  "Asset-Based  Sales  Charge").  Such
Asset-Based  Sales Charge payments  received from the Fund will compensate the
Distributor for providing distribution  assistance in connection with the sale
of Shares.

            The  distribution  assistance to be rendered by the Distributor in
connection  with the Shares  may  include,  but shall not be  limited  to, the
following:  (i) paying sales commissions to any broker,  dealer, bank or other
person or entity  that sells  Shares,  and\or  paying  such  persons  "Advance
Service  Fee  Payments"  (as defined  below) in advance of,  and\or in amounts
greater than, the amount provided for in Section 3(b) of this Agreement;  (ii)
paying  compensation  to and  expenses of  personnel  of the  Distributor  who
support  distribution of Shares by Recipients;  (iii)  obtaining  financing or
providing such financing  from its own  resources,  or from an affiliate,  for
the  interest  and other  borrowing  costs of the  Distributor's  unreimbursed
expenses  incurred in rendering  distribution  assistance  and  administrative
support  services  to the Fund;  and (iv)  paying  other  direct  distribution
costs,   including   without   limitation  the  costs  of  sales   literature,
advertising  and  prospectuses  (other than those  prospectuses  furnished  to
current  holders of the Fund's shares  ("Shareholders"))  and state "blue sky"
registration expenses.


      (b)   Payments to Recipients.  The  Distributor is authorized  under the
Plan  to  pay  Recipients  (1)  distribution  assistance  fees  for  rendering
distribution  assistance  in  connection  with the sale of Shares  and/or  (2)
service fees for  rendering  administrative  support  services with respect to
Accounts.  However,  no such  payments  shall be made to any Recipient for any
period in which its Qualified  Holdings do not equal or exceed,  at the end of
such period, the minimum amount ("Minimum Qualified  Holdings"),  if any, that
may be set from time to time by a majority of the Independent  Directors.  All
fee payments  made by the  Distributor  hereunder  are subject to reduction or
chargeback so that the aggregate  service fee payments and Advance Service Fee
Payments do not exceed the limits on payments to  Recipients  that are, or may
be,  imposed  by the  NASD  Conduct  Rules.  The  Distributor  may  make  Plan
payments  to any  "affiliated  person"  (as  defined  in the 1940  Act) of the
Distributor if such affiliated  person qualifies as a Recipient or retain such
payments if the Distributor qualifies as a Recipient.

            (i) Service Fee. In  consideration of the  administrative  support
services  provided by a  Recipient,  the  Distributor  shall make  service fee
payments  to that  Recipient  quarterly  or at such other  interval  as deemed
appropriate  by the  Distributor,  within  forty-five  (45) days of the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares,  computed  as of the  close  of each  business  day,
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or by its  Customers  for a period of more than the minimum  period
(the "Minimum Holding  Period"),  if any, that may be set from time to time by
a majority of the Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (i) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the  Recipient  or by its  Customers,  plus (ii)  service fee payments at a
rate not to exceed  0.0625%  (0.25% on an annual basis) of the average  during
the period of the  aggregate  net asset  value of Shares,  computed  as of the
close  of  each   business  day,   constituting   Qualified   Holdings   owned
beneficially  or of record by the  Recipient or by its  Customers for a period
of more than one (1) year.  In the event  Shares  are  redeemed  less than one
year after the date such Shares were sold,  the  Recipient is obligated to and
will  repay the  Distributor  on  demand a pro rata  portion  of such  Advance
Service Fee Payments,  based on the ratio of the time such Shares were held to
one (1) year.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.


            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge)
Payments.  In its sole discretion and  irrespective  of whichever  alternative
method of making  service  fee  payments  to  Recipients  is  selected  by the
Distributor,  in addition the Distributor may make distribution assistance fee
payments  to a  Recipient  quarterly,  or at such  other  interval  as  deemed
appropriate by the Distributor,  within  forty-five (45) days after the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares  computed  as of  the  close  of  each  business  day
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient or its  Customers.  Distribution  assistance  fee payments  shall be
made only to Recipients  that are registered  with the SEC as a  broker-dealer
or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c)   A majority of the  Independent  Directors  may at any time or from
time  to  time  increase  or  decrease  the  rate  of  fees  to be paid to the
Distributor or to any Recipient,  but not to exceed the rates set forth above,
and/or  direct the  Distributor  to increase or decrease  any Minimum  Holding
Period or any Minimum  Qualified  Holdings.  The Distributor  shall notify all
Recipients of any Minimum  Qualified  Holdings and Minimum Holding Period that
are established and the rate of payments  hereunder  applicable to Recipients,
and shall provide each  Recipient  with written notice within thirty (30) days
after any  change  in these  provisions.  Inclusion  of such  provisions  or a
change in such provisions in a revised  current  prospectus  shall  constitute
sufficient notice.

      (d)   The Service  Fee and the  Asset-Based  Sales  Charge on Shares are
subject to reduction or elimination  under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under the Plan,  payments may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended to have  certain  rights as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below.
It may be presumed  that a Recipient has provided  distribution  assistance or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
In the event that either the  Distributor  or the Board  should have reason to
believe that,  notwithstanding  the level of Qualified  Holdings,  a Recipient
may not be rendering  appropriate  distribution  assistance in connection with
the sale of Shares or administrative  support services for Accounts,  then the
Distributor,  at the  request of the Board,  shall  require the  Recipient  to
provide a written  report or other  information  to verify that said Recipient
is  providing  appropriate  distribution  assistance  and/or  services in this
regard.  If the  Distributor or the Board of Directors  still is not satisfied
after  the  receipt  of such  report,  either  may take  appropriate  steps to
terminate  the  Recipient's  status as such  under the  Plan,  whereupon  such
Recipient's  rights as a third-party  beneficiary  hereunder shall  terminate.
Additionally,  in their  discretion,  a  majority  of the  Fund's  Independent
Directors at any time may remove any broker,  dealer,  bank or other person or
entity as a  Recipient,  where  upon such  person's  or  entity's  rights as a
third-party  beneficiary  hereof shall  terminate.  Notwithstanding  any other
provision  of this Plan,  this Plan does not  obligate  or in any way make the
Fund liable to make any payment  whatsoever to any person or entity other than
directly to the  Distributor.  The  Distributor  has no  obligation to pay any
Service  Fees  or  Distribution  Assistance  Fees  to  any  Recipient  if  the
Distributor  has not  received  payment of Service Fees or  Distribution  Fees
from the Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nominations as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
amount of all  payments  made  under this Plan and the  purpose  for which the
payments were made. The reports shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by a  vote  of a  majority  of the
Independent  Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's  outstanding  Class A voting shares;  (ii) such
termination  shall be on not more  than  sixty  days'  written  notice  to any
other  party  to the  agreement;  (iii)  such  agreement  shall  automatically
terminate in the event of its  "assignment" (as defined in the 1940 Act); (iv)
such  agreement  shall go into effect when approved by a vote of the Board and
its  Independent  Directors cast in person at a meeting called for the purpose
of voting on such agreement;  and (v) such agreement shall,  unless terminated
as herein provided,  continue in effect from year to year only so long as such
continuance is specifically  approved at least annually by a vote of the Board
and its  Independent  Directors  cast in person at a  meeting  called  for the
purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and Amendment.  This Amended
and  Restated  Plan  has  been  approved  by a vote  of the  Board  and of the
Independent  Directors  and  replaces  the Fund's  prior  Amended and Restated
Distribution  and  Service  Plan for  Class A  Shares.  Unless  terminated  as
hereinafter  provided,  it shall continue in effect until renewed by the Board
in accordance  with the Rule and thereafter  from year to year or as the Board
may otherwise  determine but only so long as such  continuance is specifically
approved  at  least  annually  by a vote  of the  Board  and  its  Independent
Directors  cast in person at a meeting  called  for the  purpose  of voting on
such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  A
Shareholders  at  a  meeting  called  for  that  purpose,   and  all  material
amendments  must be  approved  by a vote of the Board  and of the  Independent
Directors.


       This Plan may be  terminated  at any time by vote of a majority  of the
Independent  Directors  or by the  vote of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class A voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.


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

                                    OppenheimerFunds Distributor, Inc.

                                    By:   /s/ James H. Ruff
                                          __________________________________
                                          James H. Ruff, President

EX-99.M 7 classbplan.htm CLASS B PLAN quest capital class b plan

                             AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     With

                      OppenheimerFunds Distributor, Inc.

                            For Class B Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  is  dated  as of  the  3rd  day of  October,  2005,  by  and  between
Oppenheimer  Quest Capital Value Fund, Inc. (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for  Class B shares  of the Fund  (the  "Shares"),  contemplated  by Rule
12b-1  as it may  be  amended  from  time  to  time  (the  "Rule")  under  the
Investment  Company Act of 1940 (the "1940  Act"),  pursuant to which the Fund
will  compensate  the  Distributor  for its  services in  connection  with the
distribution  of  Shares,   and  the  personal   service  and  maintenance  of
shareholder  accounts  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions  contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830
of the Conduct Rules of the National Association of Securities Dealers,  Inc.,
or any  amendment  or successor  to such rule (the "NASD  Conduct  Rules") and
(iv) any conditions pertaining either to  distribution-related  expenses or to
a plan of  distribution  to which the Fund is subject under any order on which
the  Fund  relies,  issued  at any time by the U.S.  Securities  and  Exchange
Commission ("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person
or entity which: (i) has rendered assistance  (whether direct,  administrative
or both) in the distribution of Shares or has provided  administrative support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (ii) shall  furnish the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions  as may  arise  concerning  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Directors"  shall  mean the  members  of the  Fund's
Board of Directors  who are not  "interested  persons" (as defined in the 1940
Act) of the Fund and who have no direct or indirect  financial interest in the
operation of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"  shall  mean  such  brokerage  or other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d)   "Qualified  Holdings" shall mean, as to any Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same Shares,  the Recipient  which is the dealer of record on the Fund's books
as  determined  by the  Distributor  shall be deemed the  Recipient as to such
Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a)   Payments to the  Distributor.  In  consideration  of the  payments
made by the Fund to the  Distributor  under this Plan, the  Distributor  shall
provide administrative  support services and distribution  assistance services
to   the   Fund.   Such   services   include   distribution   assistance   and
administrative  support  services  rendered in connection with Shares (1) sold
in  purchase  transactions,  (2)  issued in  exchange  for  shares of  another
investment  company  for  which  the  Distributor  serves  as  distributor  or
sub-distributor,  or (3) issued pursuant to a plan of  reorganization to which
the Fund is a party.  If the Board  believes that the  Distributor  may not be
rendering  appropriate   distribution  assistance  or  administrative  support
services in connection with the sale of Shares,  then the Distributor,  at the
request of the Board,  shall provide the Board with a written  report or other
information to verify that the Distributor is providing  appropriate  services
in this regard.  For such services,  the Fund will make the following payments
to the Distributor:

             (i)  Administrative  Support  Services  Fees.  Within  forty-five
(45) days of the end of each calendar quarter,  the Fund will make payments in
the  aggregate  amount of 0.0625%  (0.25% on an annual  basis) of the  average
during the period of the aggregate  net asset value of the Shares  computed as
of the close of each  business  day (the  "Service  Fee").  Such  Service  Fee
payments  received from the Fund will compensate the Distributor for providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge).
Within ten (10) days of the end of each month,  the Fund will make payments in
the  aggregate  amount of 0.0625%  (0.75% on an annual  basis) of the  average
during the month of the  aggregate  net asset  value of Shares  computed as of
the close of each business day (the  "Asset-Based  Sales Charge")  outstanding
for no more than six years (the "Maximum  Holding  Period").  Such Asset-Based
Sales Charge  payments  received from the Fund will compensate the Distributor
for providing distribution assistance in connection with the sale of Shares.

            The  distribution  assistance to be rendered by the Distributor in
connection  with the Shares  may  include,  but shall not be  limited  to, the
following:  (i) paying sales commissions to any broker,  dealer, bank or other
person or entity  that sells  Shares,  and\or  paying  such  persons  "Advance
Service  Fee  Payments"  (as defined  below) in advance of,  and\or in amounts
greater than, the amount provided for in Section 3(b) of this Agreement;  (ii)
paying  compensation  to and  expenses of  personnel  of the  Distributor  who
support  distribution of Shares by Recipients;  (iii)  obtaining  financing or
providing such financing  from its own  resources,  or from an affiliate,  for
the  interest  and other  borrowing  costs of the  Distributor's  unreimbursed
expenses  incurred in rendering  distribution  assistance  and  administrative
support  services  to the Fund;  and (iv)  paying  other  direct  distribution
costs,   including   without   limitation  the  costs  of  sales   literature,
advertising  and  prospectuses  (other than those  prospectuses  furnished  to
current  holders of the Fund's shares  ("Shareholders"))  and state "blue sky"
registration expenses.

      (b)   Payments to Recipients.  The  Distributor is authorized  under the
Plan  to  pay  Recipients  (1)  distribution  assistance  fees  for  rendering
distribution  assistance  in  connection  with the sale of Shares  and/or  (2)
service fees for  rendering  administrative  support  services with respect to
Accounts.  However,  no such  payments  shall be made to any Recipient for any
period in which its Qualified  Holdings do not equal or exceed,  at the end of
such period, the minimum amount ("Minimum Qualified  Holdings"),  if any, that
may be set from time to time by a majority of the Independent  Directors.  All
fee payments  made by the  Distributor  hereunder  are subject to reduction or
chargeback so that the aggregate  service fee payments and Advance Service Fee
Payments do not exceed the limits on payments to  Recipients  that are, or may
be,  imposed  by the  NASD  Conduct  Rules.  The  Distributor  may  make  Plan
payments  to any  "affiliated  person"  (as  defined  in the 1940  Act) of the
Distributor if such affiliated  person qualifies as a Recipient or retain such
payments if the Distributor qualifies as a Recipient.

            (i) Service Fee. In  consideration of the  administrative  support
services  provided by a  Recipient,  the  Distributor  shall make  service fee
payments  to that  Recipient  quarterly  or at such other  interval  as deemed
appropriate  by the  Distributor,  within  forty-five  (45) days of the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares,  computed  as of the  close  of each  business  day,
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or by its  Customers  for a period of more than the minimum  period
(the "Minimum Holding  Period"),  if any, that may be set from time to time by
a majority of the Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (i) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the  Recipient  or by its  Customers,  plus (ii)  service fee payments at a
rate not to exceed  0.0625%  (0.25% on an annual basis) of the average  during
the period of the  aggregate  net asset  value of Shares,  computed  as of the
close  of  each   business  day,   constituting   Qualified   Holdings   owned
beneficially  or of record by the  Recipient or by its  Customers for a period
of more than one (1) year.  In the event  Shares  are  redeemed  less than one
year after the date such Shares were sold,  the  Recipient is obligated to and
will  repay the  Distributor  on  demand a pro rata  portion  of such  Advance
Service Fee Payments,  based on the ratio of the time such Shares were held to
one (1) year.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.


            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge)
Payments.  In its sole discretion and  irrespective  of whichever  alternative
method of making  service  fee  payments  to  Recipients  is  selected  by the
Distributor,  in addition the Distributor may make distribution assistance fee
payments  to a  Recipient  quarterly,  or at such  other  interval  as  deemed
appropriate by the Distributor,  within  forty-five (45) days after the end of
each calendar quarter or other period,  at a rate not to exceed 0.1875% (0.75%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares  computed  as of  the  close  of  each  business  day
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or its  Customers  for no more than six  years and for any  minimum
period  that  the  Distributor  may  establish.  Distribution  assistance  fee
payments shall be made only to Recipients  that are registered with the SEC as
a broker-dealer or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c)   A majority of the  Independent  Directors  may at any time or from
time  to  time  increase  or  decrease  the  rate  of  fees  to be paid to the
Distributor or to any Recipient,  but not to exceed the rates set forth above,
and/or  direct the  Distributor  to increase or decrease  the Maximum  Holding
Period,  any Minimum  Holding Period or any Minimum  Qualified  Holdings.  The
Distributor  shall notify all  Recipients of any Minimum  Qualified  Holdings,
Maximum  Holding Period and Minimum  Holding Period that are  established  and
the rate of payments  hereunder  applicable to  Recipients,  and shall provide
each  Recipient  with written  notice within thirty (30) days after any change
in  these  provisions.  Inclusion  of  such  provisions  or a  change  in such
provisions  in  a  revised  current  prospectus  shall  constitute  sufficient
notice.

      (d)   The Service  Fee and the  Asset-Based  Sales  Charge on Shares are
subject to reduction or elimination  under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under the Plan,  payments may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.


      (f)   Recipients  are  intended to have  certain  rights as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below.
It may be presumed  that a Recipient has provided  distribution  assistance or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
In the event that either the  Distributor  or the Board  should have reason to
believe that,  notwithstanding  the level of Qualified  Holdings,  a Recipient
may not be rendering  appropriate  distribution  assistance in connection with
the sale of Shares or administrative  support services for Accounts,  then the
Distributor,  at the  request of the Board,  shall  require the  Recipient  to
provide a written  report or other  information  to verify that said Recipient
is  providing  appropriate  distribution  assistance  and/or  services in this
regard.  If the  Distributor or the Board of Directors  still is not satisfied
after  the  receipt  of such  report,  either  may take  appropriate  steps to
terminate  the  Recipient's  status as such  under the  Plan,  whereupon  such
Recipient's  rights as a third-party  beneficiary  hereunder shall  terminate.
Additionally,  in their  discretion,  a  majority  of the  Fund's  Independent
Directors at any time may remove any broker,  dealer,  bank or other person or
entity as a  Recipient,  where  upon such  person's  or  entity's  rights as a
third-party  beneficiary  hereof shall  terminate.  Notwithstanding  any other
provision  of this Plan,  this Plan does not  obligate  or in any way make the
Fund liable to make any payment  whatsoever to any person or entity other than
directly to the  Distributor.  The  Distributor  has no  obligation to pay any
Service  Fees  or  Distribution  Assistance  Fees  to  any  Recipient  if  the
Distributor  has not  received  payment of Service Fees or  Distribution  Fees
from the Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nominations as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
amount of all  payments  made  under this Plan and the  purpose  for which the
payments were made. The reports shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by a  vote  of a  majority  of the
Independent  Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's  outstanding  Class B voting shares;  (ii) such
termination  shall be on not more  than  sixty  days'  written  notice  to any
other  party  to the  agreement;  (iii)  such  agreement  shall  automatically
terminate in the event of its  "assignment" (as defined in the 1940 Act); (iv)
such  agreement  shall go into effect when approved by a vote of the Board and
its  Independent  Directors cast in person at a meeting called for the purpose
of voting on such agreement;  and (v) such agreement shall,  unless terminated
as herein provided,  continue in effect from year to year only so long as such
continuance is specifically  approved at least annually by a vote of the Board
and its  Independent  Directors  cast in person at a  meeting  called  for the
purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and Amendment.  This Amended
and  Restated  Plan  has  been  approved  by a vote  of the  Board  and of the
Independent  Directors  and  replaces  the Fund's  prior  Amended and Restated
Distribution  and  Service  Plan for  Class B  Shares.  Unless  terminated  as
hereinafter  provided,  it shall continue in effect until renewed by the Board
in accordance  with the Rule and thereafter  from year to year or as the Board
may otherwise  determine but only so long as such  continuance is specifically
approved  at  least  annually  by a vote  of the  Board  and  its  Independent
Directors  cast in person at a meeting  called  for the  purpose  of voting on
such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  B
Shareholders  at  a  meeting  called  for  that  purpose,   and  all  material
amendments  must be  approved  by a vote of the Board  and of the  Independent
Directors.

       This Plan may be  terminated  at any time by vote of a majority  of the
Independent  Directors  or by the  vote of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class B voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.



                                    By: /s/ Philip S. Gillespie
                                        _________________________________
                                       Phillip S. Gillespie, Assistant
                                                Secretary


                                    OppenheimerFunds Distributor, Inc.



                                    By: /s/ James H. Ruff
                                        ______________________________
                                       James H. Ruff, President

EX-99.M 8 classcplan.htm CLASS C PLAN class c plan

                             AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     with

                      OppenheimerFunds Distributor, Inc.

                            For Class C Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.


      This Amended and Restated  Distribution  and Service Plan and  Agreement
(the  "Plan")  is dated as of the 3rd day of  October,  2005,  by and  between
Oppenheimer  Quest Capital Value Fund, Inc. (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan. This Plan is the Fund's written  distribution and service plan
for Class C shares of the Fund (the  "Shares"),  designed  to comply  with the
provisions  of Rule 12b-1 as it may be amended  from time to time (the "Rule")
under the  Investment  Company Act of 1940 (the "1940 Act").  Pursuant to this
Plan the Fund will  compensate the  Distributor for its services in connection
with the  distribution of Shares,  and the personal service and maintenance of
shareholder  accounts  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions contained in (i) the Fund's Registration  Statement,  (ii) the
1940 Act, (iii) the Rule,  (iv) Rule 2830 of the Conduct Rules of the National
Association  of  Securities  Dealers,  Inc.,  or any  applicable  amendment or
successor  to such rule (the  "NASD  Conduct  Rules")  and (v) any  conditions
pertaining   either  to   distribution-related   expenses  or  to  a  plan  of
distribution  to which the Fund is  subject  under any order on which the Fund
relies,  issued at any time by the U.S.  Securities  and  Exchange  Commission
("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a) "Recipient" shall mean any broker,  dealer,  bank or other person or
entity which: (i) has rendered assistance  (whether direct,  administrative or
both) in the  distribution  of Shares or has provided  administrative  support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (ii) shall  furnish the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions  as may  arise  concerning  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)  "Independent  Directors" shall mean the members of the Fund's Board
of Directors who are not "interested  persons" (as defined in the 1940 Act) of
the  Fund  and who  have no  direct  or  indirect  financial  interest  in the
operation of this Plan or in any agreement relating to this Plan.

      (c)  "Customers"  shall  mean  such  brokerage  or  other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d) "Qualified  Holdings"  shall mean, as to any  Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same  Shares  with  respect to the  payment of the  Asset-Based  Sales  Charge
and/or  Service Fee  (defined  below),  the  Recipient  which is the dealer of
record on the Fund's books as  determined by the  Distributor  shall be deemed
the Recipient as to such Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a) Payments to the  Distributor.  In consideration of the payments made
by the Fund to the Distributor  under this Plan, the Distributor shall provide
administrative  support services and  distribution  services to the Fund. Such
services include distribution  assistance and administrative  support services
rendered in  connection  with Shares (1) sold in  purchase  transactions,  (2)
issued in  exchange  for shares of another  investment  company  for which the
Distributor serves as distributor or  sub-distributor,  or (3) issued pursuant
to a plan of  reorganization  to  which  the  Fund is a  party.  If the  Board
believes that the  Distributor may not be rendering  appropriate  distribution
assistance or  administrative  support services in connection with the sale of
Shares,  then the Distributor,  at the request of the Board, shall provide the
Board  with  a  written  report  or  other  information  to  verify  that  the
Distributor  is  providing  appropriate  services  in this  regard.  For  such
services, the Fund will make the following payments to the Distributor:

            (i)  Administrative  Support Service Fees.  Within forty-five (45)
days of the end of each calendar  quarter,  the Fund will make payments in the
aggregate  amount of up to 0.25% on an annual basis of the average  during the
period of the  aggregate  net asset  value of the  Shares  computed  as of the
close of each  business  day (the  "Service  Fee").  Such Service Fee payments
received  from  the  Fund  will   compensate  the  Distributor  for  providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii) Distribution  Assistance Fees (Asset-Based Sales Charge). The
Fund may make payments of an  "Asset-Based  Sales Charge" of up to 0.0625% per
month  (0.75%  on an  annual  basis) of the  average  during  the month of the
aggregate net asset value of Shares  computed as of the close of each business
day.  Such  Asset-Based  Sales  Charge  payments  received  from the Fund will
compensate  the   Distributor   for  providing   distribution   assistance  in
connection with the sale of Shares.

            The  distribution  assistance  services  to  be  rendered  by  the
Distributor  in  connection  with the  Shares  may  include,  but shall not be
limited  to,  the  following:  (i) paying  sales  commissions  to any  broker,
dealer,  bank or other person or entity that sells Shares,  and/or paying such
persons  "Advance  Service Fee  Payments"  (as  defined  below) in advance of,
and/or in amounts  greater  than,  the amount  provided for in Section 3(b) of
this Agreement;  (ii) paying  compensation to and expenses of personnel of the
Distributor who support distribution of Shares by Recipients;  (iii) obtaining
financing or  providing  such  financing  from its own  resources,  or from an
affiliate,  for the interest and other  borrowing  costs of the  Distributor's
unreimbursed  expenses  incurred  in  rendering  distribution  assistance  and
administrative  support  services to the Fund;  and (iv) paying  other  direct
distribution   costs,   including  without   limitation  the  costs  of  sales
literature,  advertising  and  prospectuses  (other  than  those  prospectuses
furnished to current holders of the Fund's shares  ("Shareholders")) and state
"blue sky" registration expenses.

      (b) Payments to  Recipients.  The  Distributor  is authorized  under the
Plan  to  pay  Recipients  (1)  distribution  assistance  fees  for  rendering
distribution  assistance  in  connection  with the sale of Shares  and/or  (2)
service fees for  rendering  administrative  support  services with respect to
Accounts.  However,  no such  payments  shall be made to any Recipient for any
period in which its Qualified  Holdings do not equal or exceed,  at the end of
such period, the minimum amount ("Minimum Qualified  Holdings"),  if any, that
may be set from time to time by a majority of the Independent  Directors.  All
fee payments  made by the  Distributor  hereunder  are subject to reduction or
chargeback so that the aggregate  service fee payments and Advance Service Fee
Payments do not exceed the limits on payments to  Recipients  that are, or may
be, imposed by the NASD Conduct Rules.  The Distributor may make Plan payments
to any "affiliated  person" (as defined in the 1940 Act) of the Distributor if
such  affiliated  person  qualifies as a Recipient or retain such  payments if
the Distributor qualifies as a Recipient.

            In  consideration  of the  services  provided by  Recipients,  the
Distributor shall make the following payments to Recipients:

            (i)  Service  Fee.  In  consideration  of  administrative  support
services  provided by a  Recipient,  the  Distributor  shall make  service fee
payments  to that  Recipient  quarterly  or at such other  interval  as deemed
appropriate  by the  Distributor,  within  forty-five  (45) days of the end of
each  calendar  quarter or other  period,  at a rate not to exceed 0.25% on an
annual  basis of the  average  during  the period of the  aggregate  net asset
value of Shares,  computed as of the close of each business day,  constituting
Qualified  Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than the minimum  period (the "Minimum  Holding
Period"),  if any,  that may be set  from  time to time by a  majority  of the
Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (A) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the Recipient or by its Customers,  plus (B) service fee payments at a rate
not to exceed  0.25% on an annual  basis of the  average  during the period of
the  aggregate  net asset  value of Shares,  computed  as of the close of each
business day, constituting  Qualified Holdings owned beneficially or of record
by the  Recipient or by its  Customers for a period of more than one (1) year.
In the  event  Shares  are  redeemed  less  than one year  after the date such
Shares  were  sold,   the  Recipient  is  obligated  to  and  will  repay  the
Distributor  on  demand  a pro  rata  portion  of  such  Advance  Service  Fee
Payments,  based on the  ratio of the time  such  Shares  were held to one (1)
year.

            The  administrative  support services to be rendered by Recipients
in connection with the Accounts may include,  but shall not be limited to, the
following:  answering routine inquiries  concerning the Fund, assisting in the
establishment  and  maintenance  of accounts or  sub-accounts  in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.

            (ii)  Distribution  Assistance  Fee  (Asset-Based  Sales  Charge)
Payments.  Irrespective of whichever  alternative method of making service fee
payments  to  Recipients  is  selected by the  Distributor,  in  addition  the
Distributor shall make distribution  assistance fee payments to each Recipient
quarterly,   or  at  such  other   interval  as  deemed   appropriate  by  the
Distributor,  within  forty-five  (45)  days  after  the end of each  calendar
quarter or other period,  at a rate not to exceed  0.1875% (0.75% on an annual
basis) of the average  during the period of the  aggregate  net asset value of
Shares  computed as of the close of each business day  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
for a period  of more than one (1) year.  Alternatively,  at its sole  option,
the Distributor may make  distribution  assistance fee payments to a Recipient
quarterly,  at the rate  described  above,  on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
without  regard to the 1-year  holding period  described  above.  Distribution
assistance fee payments  shall be made only to Recipients  that are registered
with the SEC as a broker-dealer or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c) A  majority  of the  Independent  Directors  may at any time or from
time to time  (i)  increase  or  decrease  the  rate of fees to be paid to the
Distributor  or to any  Recipient,  but not to exceed  the  maximum  rates set
forth above,  and/or (ii) direct the  Distributor  to increase or decrease any
Minimum  Holding  Period,  any  maximum  period  set  by  a  majority  of  the
Independent  Directors  during which fees will be paid on Shares  constituting
Qualified  Holdings owned  beneficially  or of record by a Recipient or by its
Customers (the "Maximum Holding Period"),  or Minimum Qualified Holdings.  The
Distributor  shall notify all  Recipients of any Minimum  Qualified  Holdings,
Maximum  Holding Period and Minimum  Holding Period that are  established  and
the rate of payments  hereunder  applicable to  Recipients,  and shall provide
each  Recipient  with written  notice within thirty (30) days after any change
in  these  provisions.  Inclusion  of  such  provisions  or a  change  in such
provisions  in  a  supplement  or  Statement  of  Additional   Information  or
amendment  to or  revision  of  the  prospectus  or  Statement  of  Additional
Information of the Fund shall constitute sufficient notice.

      (d) The  Service  Fee and the  Asset-Based  Sales  Charge on Shares  are
subject to reduction or  elimination  under the limits that apply to such fees
under the NASD Conduct Rules relating to sales of shares of open-end funds.

      (e) Under  the Plan,  payments  may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)  Recipients  are  intended  to have  certain  rights as  third-party
beneficiaries  under this Plan, subject to the limitations set forth below. It
may be presumed  that a Recipient  has  provided  distribution  assistance  or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
If either the  Distributor  or the Board  believe  that,  notwithstanding  the
level of Qualified  Holdings,  a Recipient  may not be  rendering  appropriate
distribution   assistance   in   connection   with  the  sale  of   Shares  or
administrative  support services for Accounts,  then the  Distributor,  at the
request of the Board,  shall require the Recipient to provide a written report
or other  information to verify that said  Recipient is providing  appropriate
distribution  assistance and/or services in this regard. If the Distributor or
the  Board of  Directors  still is not  satisfied  after the  receipt  of such
report,  either may take appropriate steps to terminate the Recipient's status
as a  Recipient  under  the  Plan,  whereupon  such  Recipient's  rights  as a
third-party  beneficiary  hereunder shall  terminate.  Additionally,  in their
discretion  a majority  of the Fund's  Independent  Directors  at any time may
remove any  broker,  dealer,  bank or other  person or entity as a  Recipient,
whereupon  such  person's  or  entity's  rights as a  third-party  beneficiary
hereof  shall  terminate.  Notwithstanding  any other  provision of this Plan,
this Plan  does not  obligate  or in any way make the Fund  liable to make any
payment  whatsoever  to any  person  or  entity  other  than  directly  to the
Distributor.  The  Distributor  has no  obligation  to pay any Service Fees or
Distribution  Assistance  Fees to any  Recipient  if the  Distributor  has not
received  payment of Service  Fees or  Distribution  Assistance  Fees from the
Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nomination  as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
aggregate  amount of all  payments  made under this Plan and the  purpose  for
which the payments  were made.  The reports shall be provided  quarterly,  and
shall  state  whether  all  provisions  of  Section  3 of this  Plan have been
complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by a  vote  of a  majority  of the
Independent  Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's  outstanding  voting Class C shares;  (ii) such
termination  shall be on not more than sixty days' written notice to any other
party to the agreement;  (iii) such agreement shall automatically terminate in
the  event of its  "assignment"  (as  defined  in the  1940  Act);  (iv)  such
agreement  shall go into effect  when  approved by a vote of the Board and its
Independent  Directors  cast in person at a meeting  called for the purpose of
voting on such agreement;  and (v) such agreement shall,  unless terminated as
herein  provided,  continue  in effect  from year to year only so long as such
continuance is specifically  approved at least annually by a vote of the Board
and its  Independent  Directors  cast in person at a  meeting  called  for the
purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and Amendment.  This Amended
and  Restated  Plan  has  been  approved  by a  vote  of  the  Board  and  its
Independent  Directors  and  replaces  the Fund's  prior  Amended and Restated
Distribution  and  Service  Plan and  Agreement  for  Class C  shares.  Unless
terminated as hereinafter  provided, it shall continue in effect until renewed
by the Board in accordance  with the Rule and thereafter  from year to year or
as the Board may otherwise  determine but only so long as such  continuance is
specifically  approved  at  least  annually  by a vote  of the  Board  and its
Independent  Directors  cast in person at a meeting  called for the purpose of
voting on such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  C
Shareholders at a meeting called for that purpose and all material  amendments
must be approved by a vote of the Board and of the Independent Directors.

      This Plan may be  terminated  at any time by a vote of a majority of the
Independent  Directors  or by the  vote of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class C voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.



                                    By: /s/ Philip S. Gillespie
                                        __________________________________
                                       Phillip S. Gillespie, Assistant
                                                Secretary


                                    OppenheimerFunds Distributor, Inc.



                                    By: /s/ James H. Ruff
                                        __________________________________
                                       James H. Ruff, President

EX-99.M 9 classnplan.htm CLASS N PLAN class n plan

                             AMENDED AND RESTATED

                 DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                     With

                      Oppenheimerfunds Distributor, Inc.

                            For Class N Shares of

                  Oppenheimer Quest Capital Value Fund, Inc.

This Amended and Restated  Distribution  and Service Plan and  Agreement  (the
"Plan")  is  dated  as of  the  3rd  day  of  October  2005,  by  and  between
Oppenheimer Quest Capital Value Fund, Inc., (the "Fund") and  OppenheimerFunds
Distributor, Inc. (the "Distributor").

1.    The Plan.  This Plan is the  Fund's  written  distribution  and  service
plan for  Class N shares  of the Fund  (the  "Shares"),  contemplated  by Rule
12b-1  as it may  be  amended  from  time  to  time  (the  "Rule")  under  the
Investment  Company Act of 1940 (the "1940  Act"),  pursuant to which the Fund
will  compensate  the  Distributor  for its  services in  connection  with the
distribution  of  Shares,   and  the  personal   service  and  maintenance  of
shareholder  accounts  that  hold  Shares  ("Accounts").  The  Fund may act as
distributor  of  securities  of which it is the issuer,  pursuant to the Rule,
according  to the terms of this Plan.  The terms and  provisions  of this Plan
shall be interpreted  and defined in a manner  consistent  with the provisions
and definitions  contained in (i) the 1940 Act, (ii) the Rule, (iii) Rule 2830
of the Conduct Rules of the National Association of Securities Dealers,  Inc.,
or any  applicable  amendment  or  successor  to such rule (the "NASD  Conduct
Rules")  and (iv) any  conditions  pertaining  either to  distribution-related
expenses or to a plan of  distribution  to which the Fund is subject under any
order on which the Fund relies,  issued at any time by the U.S. Securities and
Exchange Commission ("SEC").

2.    Definitions.  As used in this Plan,  the following  terms shall have the
following meanings:

      (a)   "Recipient"  shall mean any broker,  dealer,  bank or other person
or entity which: (i) has rendered assistance  (whether direct,  administrative
or both) in the distribution of Shares or has provided  administrative support
services  with  respect to Shares  held by  Customers  (defined  below) of the
Recipient;  (ii) shall  furnish the  Distributor  (on behalf of the Fund) with
such information as the Distributor  shall  reasonably  request to answer such
questions  as may  arise  concerning  the sale of  Shares;  and (iii) has been
selected by the Distributor to receive payments under the Plan.

      (b)   "Independent  Directors"  shall  mean the  members  of the  Fund's
Board of Directors  who are not  "interested  persons" (as defined in the 1940
Act) of the Fund and who have no direct or indirect  financial interest in the
operation of this Plan or in any agreement relating to this Plan.

      (c)   "Customers"  shall  mean  such  brokerage  or other  customers  or
investment  advisory or other  clients of a Recipient,  and/or  accounts as to
which  such  Recipient  provides  administrative  support  services  or  is  a
custodian or other fiduciary.

      (d)   "Qualified  Holdings" shall mean, as to any Recipient,  all Shares
owned  beneficially  or of  record  by:  (i)  such  Recipient,  or  (ii)  such
Recipient's  Customers,  but in no event shall any such Shares be deemed owned
by more than one  Recipient  for purposes of this Plan. In the event that more
than one person or entity  would  otherwise  qualify as  Recipients  as to the
same Shares,  the Recipient  which is the dealer of record on the Fund's books
as  determined  by the  Distributor  shall be deemed the  Recipient as to such
Shares for purposes of this Plan.

3.    Payments  for  Distribution   Assistance  and  Administrative  Support
Services.

      (a)   Payments to the  Distributor.  In  consideration  of the  payments
made by the Fund to the  Distributor  under this Plan, the  Distributor  shall
provide  administrative  support  services  and  distribution  services to the
Fund.  Such  services  include  distribution   assistance  and  administrative
support  services  rendered  in  connection  with  Shares (1) sold in purchase
transactions,  (2) issued in exchange for shares of another investment company
for which the  Distributor  serves as distributor or  sub-distributor,  or (3)
issued pursuant to a plan of  reorganization  to which the Fund is a party. If
the Board  believes  that the  Distributor  may not be  rendering  appropriate
distribution  assistance or administrative support services in connection with
the sale of Shares,  then the Distributor,  at the request of the Board, shall
provide the Board with a written  report or other  information  to verify that
the  Distributor is providing  appropriate  services in this regard.  For such
services, the Fund will make the following payments to the Distributor:

            (i)  Administrative  Support Service Fees.  Within forty-five (45)
days of the end of each calendar  quarter,  the Fund will make payments in the
aggregate  amount of 0.0625%  (0.25% on an annual basis) of the average during
the period of the aggregate  net asset value of the Shares  computed as of the
close of each  business  day (the  "Service  Fee").  Such Service Fee payments
received  from  the  Fund  will   compensate  the  Distributor  for  providing
administrative  support services with respect to Accounts.  The administrative
support  services in connection  with  Accounts may include,  but shall not be
limited to, the  administrative  support  services that a Recipient may render
as described in Section 3(b)(i) below.

            (ii)  Distribution  Assistance  Fees  (Asset-Based  Sales Charge).
Within ten (10) days of the end of each month,  the Fund will make payments in
the  aggregate  amount of 0.02083%  (0.25% on an annual  basis) of the average
during the month of the  aggregate  net asset  value of Shares  computed as of
the  close  of each  business  day  (the  "Asset-Based  Sales  Charge").  Such
Asset-Based  Sales Charge payments  received from the Fund will compensate the
Distributor for providing distribution  assistance in connection with the sale
of Shares.

            The  distribution  assistance  services  to  be  rendered  by  the
Distributor  in  connection  with the  Shares  may  include,  but shall not be
limited  to,  the  following:  (i) paying  sales  commissions  to any  broker,
dealer,  bank or other person or entity that sells Shares,  and/or paying such
persons  "Advance  Service Fee  Payments"  (as  defined  below) in advance of,
and/or in amounts  greater  than,  the amount  provided for in Section 3(b) of
this Agreement;  (ii) paying  compensation to and expenses of personnel of the
Distributor who support distribution of Shares by Recipients;  (iii) obtaining
financing or  providing  such  financing  from its own  resources,  or from an
affiliate,  for the interest and other  borrowing  costs of the  Distributor's
unreimbursed  expenses  incurred  in  rendering  distribution  assistance  and
administrative  support  services to the Fund;  and (iv) paying  other  direct
distribution   costs,   including  without   limitation  the  costs  of  sales
literature,  advertising  and  prospectuses  (other  than  those  prospectuses
furnished to current holders of the Fund's shares  ("Shareholders")) and state
"blue sky" registration expenses.

(b)   Payments to Recipients.  The  Distributor  is authorized  under the Plan
to pay Recipients (1) distribution  assistance fees for rendering distribution
assistance in  connection  with the sale of Shares and/or (2) service fees for
rendering  administrative support services with respect to Accounts.  However,
no such  payments  shall be made to any  Recipient for any period in which its
Qualified  Holdings  do not equal or exceed,  at the end of such  period,  the
minimum amount ("Minimum  Qualified  Holdings"),  if any, that may be set from
time to time by a majority  of the  Independent  Directors.  All fee  payments
made by the  Distributor  hereunder  are subject to reduction or chargeback so
that the  aggregate  service fee payments and Advance  Service Fee Payments do
not exceed the limits on payments to Recipients  that are, or may be,  imposed
by the NASD  Conduct  Rules.  The  Distributor  may make Plan  payments to any
"affiliated  person" (as defined in the 1940 Act) of the  Distributor  if such
affiliated  person  qualifies  as a Recipient  or retain such  payments if the
Distributor qualifies as a Recipient.

            In  consideration  of the  services  provided by  Recipients,  the
Distributor may make the following payments to Recipients:

            (i)  Service  Fee.  In  consideration  of  administrative  support
services  provided by a  Recipient0,  the  Distributor  shall make service fee
payments  to that  Recipient  quarterly  or at such other  interval  as deemed
appropriate  by the  Distributor,  within  forty-five  (45) days of the end of
each calendar quarter or other period,  at a rate not to exceed 0.0625% (0.25%
on an annual  basis) of the  average  during the period of the  aggregate  net
asset  value  of  Shares,  computed  as of the  close  of each  business  day,
constituting  Qualified  Holdings  owned  beneficially  or of  record  by  the
Recipient  or by its  Customers  for a period of more than the minimum  period
(the "Minimum Holding  Period"),  if any, that may be set from time to time by
a majority of the Independent Directors.

            Alternatively,  the Distributor may, at its sole option,  make the
following  service fee payments to any Recipient,  within forty-five (45) days
of the end of each  calendar  quarter  or at such  other  interval  as  deemed
appropriate by the  Distributor:  (A) "Advance Service Fee Payments" at a rate
not to exceed  0.25% of the  average  during  the  calendar  quarter  or other
period of the  aggregate  net asset value of Shares,  computed as of the close
of business on the day such Shares are sold,  constituting Qualified Holdings,
sold by the Recipient  during that period and owned  beneficially or of record
by the Recipient or by its Customers,  plus (B) service fee payments at a rate
not to exceed  0.0625%  (0.25% on an annual  basis) of the average  during the
period of the  aggregate  net asset value of Shares,  computed as of the close
of each business day,  constituting  Qualified  Holdings owned beneficially or
of record by the  Recipient or by its  Customers for a period of more than one
(1) year.  In the event Shares are redeemed  less than one year after the date
such  Shares  were sold,  the  Recipient  is  obligated  to and will repay the
Distributor  on  demand  a pro  rata  portion  of  such  Advance  Service  Fee
Payments,  based on the  ratio of the time  such  Shares  were held to one (1)
year.

            The  administrative  support services to be rendered by Recipients
in  connection  with the Accounts  may  include,  but shall not be limited to,
the following:  answering routine inquiries  concerning the Fund, assisting in
the  establishment and maintenance of accounts or sub-accounts in the Fund and
processing Share redemption  transactions,  making the Fund's investment plans
and dividend payment options  available,  and providing such other information
and services in connection with the rendering of personal  services and/or the
maintenance  of  Accounts,  as the  Distributor  or the  Fund  may  reasonably
request.

            (ii)  Distribution  Assistance  Fee  (Asset-Based  Sales  Charge)
Payments.  Irrespective of whichever  alternative method of making service fee
payments to Recipients is selected by the  Distributor,  the Distributor  may,
at its  sole  option,  make  distribution  assistance  fee  payments  to  each
Recipient  quarterly,  or at such other interval as deemed  appropriate by the
Distributor,  within  forty-five  (45)  days  after  the end of each  calendar
quarter or other period,  at a rate not to exceed  0.0625% (0.25% on an annual
basis) of the average  during the period of the  aggregate  net asset value of
Shares  computed as of the close of each business day  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
for a period  of more than one (1) year.  Alternatively,  at its sole  option,
the Distributor may make  distribution  assistance fee payments to a Recipient
quarterly,  at the rate  described  above,  on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the  Recipient or its Customers
without  regard to the 1-year  holding period  described  above.  Distribution
assistance  fee payments may be made only to  Recipients  that are  registered
with the SEC as a broker-dealer or are exempt from registration.

            The  distribution  assistance to be rendered by the  Recipients in
connection  with the sale of Shares may include,  but shall not be limited to,
the  following:  distributing  sales  literature and  prospectuses  other than
those furnished to current Shareholders,  providing compensation to and paying
expenses of personnel of the Recipient who support the  distribution of Shares
by the  Recipient,  and  providing  such other  information  and  services  in
connection with the  distribution of Shares as the Distributor or the Fund may
reasonably request.

      (c)   A majority of the  Independent  Directors  may at any time or from
time to time  (i)  increase  or  decrease  the  rate of fees to be paid to the
Distributor or to any Recipient,  but not to exceed the rates set forth above,
and/or  (ii)  direct the  Distributor  to  increase  or  decrease  any Minimum
Holding  Period,  any  maximum  period  set by a majority  of the  Independent
Directors  during  which  fees will be paid on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by a Recipient or by its Customers
(the  "Maximum  Holding   Period"),   or  Minimum  Qualified   Holdings.   The
Distributor  shall notify all  Recipients of any Minimum  Qualified  Holdings,
Maximum  Holding Period and Minimum  Holding Period that are  established  and
the rate of payments  hereunder  applicable to  Recipients,  and shall provide
each  Recipient  with written  notice within thirty (30) days after any change
in  these  provisions.  Inclusion  of  such  provisions  or a  change  in such
provisions  in a supplement  or amendment to or revision of the  prospectus of
the Fund shall constitute sufficient notice.

      (d)   The Service  Fee and the  Asset-Based  Sales  Charge on Shares are
subject to reduction or elimination  under the limits to which the Distributor
is, or may become, subject under the NASD Conduct Rules.

      (e)   Under the Plan,  payments may also be made to  Recipients:  (i) by
OppenheimerFunds,  Inc.  ("OFI")  from its own  resources  (which may  include
profits  derived from the advisory fee it receives from the Fund),  or (ii) by
the  Distributor  (a  subsidiary  of  OFI),  from  its  own  resources,   from
Asset-Based  Sales Charge payments or from the proceeds of its borrowings,  in
either case, in the discretion of OFI or the Distributor, respectively.

      (f)   Recipients  are  intended to have  certain  rights as  third-party
beneficiaries  under this Plan,  subject to the  limitations  set forth below.
It may be presumed  that a Recipient has provided  distribution  assistance or
administrative  support  services  qualifying for payment under the Plan if it
has Qualified  Holdings of Shares that entitle it to payments  under the Plan.
If either the  Distributor  or the Board  believe  that,  notwithstanding  the
level of Qualified  Holdings,  a Recipient  may not be  rendering  appropriate
distribution   assistance   in   connection   with  the  sale  of   Shares  or
administrative  support services for Accounts,  then the  Distributor,  at the
request of the Board,  shall require the Recipient to provide a written report
or other  information to verify that said  Recipient is providing  appropriate
distribution  assistance  and/or  services in this regard.  If the Distributor
or the Board of  Directors  still is not  satisfied  after the receipt of such
report,  either may take appropriate steps to terminate the Recipient's status
as a  Recipient  under  the  Plan,  whereupon  such  Recipient's  rights  as a
third-party  beneficiary  hereunder shall  terminate.  Additionally,  in their
discretion  a majority  of the Fund's  Independent  Directors  at any time may
remove any  broker,  dealer,  bank or other  person or entity as a  Recipient,
whereupon  such  person's  or  entity's  rights as a  third-party  beneficiary
hereof  shall  terminate.  Notwithstanding  any other  provision of this Plan,
this Plan  does not  obligate  or in any way make the Fund  liable to make any
payment  whatsoever  to any  person  or  entity  other  than  directly  to the
Distributor.  The  Distributor  has no  obligation  to pay any Service Fees or
Distribution  Assistance  Fees to any  Recipient  if the  Distributor  has not
received  payment of Service  Fees or  Distribution  Assistance  Fees from the
Fund.

4.    Selection and  Nomination  of  Directors.  While this Plan is in effect,
the  selection  and  nomination of persons to be Directors of the Fund who are
not  "interested  persons" of the Fund  ("Disinterested  Directors")  shall be
committed to the discretion of the incumbent Disinterested Directors.  Nothing
herein shall prevent the incumbent  Disinterested  Directors  from  soliciting
the views or the  involvement  of others in such  selection or  nomination  as
long as the final  decision on any such  selection and  nomination is approved
by a majority of the incumbent Disinterested Directors.

5.    Reports.  While this Plan is in effect,  the Treasurer of the Fund shall
provide  written  reports to the Fund's  Board for its review,  detailing  the
amount of all  payments  made  under this Plan and the  purpose  for which the
payments were made. The reports shall be provided  quarterly,  and shall state
whether all provisions of Section 3 of this Plan have been complied with.

6.    Related  Agreements.  Any  agreement  related  to this Plan  shall be in
writing and shall  provide that:  (i) such  agreement may be terminated at any
time,  without  payment  of  any  penalty,  by a  vote  of a  majority  of the
Independent  Directors or by a vote of the holders of a "majority" (as defined
in the 1940 Act) of the Fund's  outstanding  voting Class N shares;  (ii) such
termination  shall be on not more than sixty days' written notice to any other
party to the agreement;  (iii) such agreement shall automatically terminate in
the  event of its  "assignment"  (as  defined  in the  1940  Act);  (iv)  such
agreement  shall go into effect  when  approved by a vote of the Board and its
Independent  Directors  cast in person at a meeting  called for the purpose of
voting on such agreement;  and (v) such agreement shall,  unless terminated as
herein  provided,  continue  in effect  from year to year only so long as such
continuance is specifically  approved at least annually by a vote of the Board
and its  Independent  Directors  cast in person at a  meeting  called  for the
purpose of voting on such continuance.

7.    Effectiveness,  Continuation,  Termination  and Amendment.  This Amended
and  Restated  Plan  has  been  approved  by a vote  of the  Board  and of the
Independent  Trustees and replaces the Fund's prior  Distribution  and Service
Plan for Class N Shares.  Unless terminated as hereinafter  provided, it shall
continue in effect until renewed by the Board in accordance  with the Rule and
thereafter from year to year or as the Board may otherwise  determine but only
so long as such  continuance is  specifically  approved at least annually by a
vote of the Board and its  Independent  Directors  cast in person at a meeting
called for the purpose of voting on such continuance.

      This  Plan may not be  amended  to  increase  materially  the  amount of
payments  to be  made  under  this  Plan,  without  approval  of the  Class  N
Shareholders at a meeting called for that purpose and all material  amendments
must be approved by a vote of the Board and of the Independent Directors.

      This Plan may be  terminated  at any time by a vote of a majority of the
Independent  Directors  or by the  vote of the  holders  of a  "majority"  (as
defined in the 1940 Act) of the Fund's  outstanding  Class N voting shares. In
the event of such termination,  the Board and its Independent  Directors shall
determine  whether the Distributor  shall be entitled to payment from the Fund
of all or a portion of the Service Fee and/or the Asset-Based  Sales Charge in
respect of Shares sold prior to the effective date of such termination.


                                    Oppenheimer Quest Capital Value Fund, Inc.



                                    By: /s/ Philip S. Gillespie
                                        ___________________________________
                                       Phillip S. Gillespie, Assistant
                                                Secretary


                                    OppenheimerFunds Distributor, Inc.



                                    By: /s/ James H. Ruff
                                        _________________________
                                       James H. Ruff, President

-----END PRIVACY-ENHANCED MESSAGE-----