485BPOS

                                                       Registration No. 33-58383
                                                              File No. 811-07255

                       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. 18                                     [X]

                                     and/or

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

         Amendment No. 20                                                    [X]

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                      OPPENHEIMER INTERNATIONAL BOND FUND
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               (Exact Name of Registrant as Specified in Charter)

             6803 South Tucson Way, Centennial, Colorado 80112-3924
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              (Address of Principal Executive Offices) (Zip Code)

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

                              Robert G. Zack, Esq.
                             OppenheimerFunds, Inc.
 Two World Financial Center, 225 Liberty Street 11th Floor, New York, New York
                                   10281-1008
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                    (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 December 28, 2007 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
INTERNATIONAL BOND FUND




Prospectus dated December 28, 2007





                         Oppenheimer International Bond Fund is a mutual fund
                         that seeks total return as its primary goal. As a
                         secondary goal, it seeks income when consistent with
                         total return. It invests primarily in foreign
                         government and corporate bonds, in both developed and
                         emerging markets.

                         This prospectus contains important information
                         about the Fund's objectives, its investment policies,
                         strategies and risks. It also contains important
                         information about how to buy and sell shares of the
                         Fund and other account features. Please read this
                         prospectus carefully before you invest and keep it for
                         future reference about your account.



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




                                                         (logo) OppenheimerFunds
                                                         The Right Way to Invest


Contents

                  ABOUT THE FUND
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                  The Fund's  Investment  Objectives  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
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                  How to Buy Shares
                  Class A Shares
                  Class B Shares
                  Class C Shares
                  Class N Shares
                  Class Y Shares

                  Special Investor Services
                  AccountLink
                  PhoneLink
                  OppenheimerFunds Internet Website
                  Retirement Plans

                  How to Sell Shares
                  Checkwriting
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights


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A B O U T  T H E  F U N D
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The Fund's Investment Objectives and Principal Investment Strategies

WHAT ARE THE FUND'S INVESTMENT OBJECTIVES? The Fund's primary objective is to
seek total return. As a secondary objective, the Fund seeks income when
consistent with total return.


WHAT DOES THE FUND MAINLY INVEST IN?  The Fund invests mainly in debt
securities of foreign government and corporate issuers. The Fund can invest in
various debt securities, generally referred to as "bonds," including long-term
and short-term government bonds, corporate debt obligations, "structured"
notes, participation interests in loans and other debt obligations. They may
include "zero coupon" or "stripped" securities. Under normal circumstances,
the Fund invests at least 80% of its net assets (plus borrowings for
investment purposes) in "bonds" and invests in at least three countries other
than the United States. The Fund's non-fundamental policy of investing at
least 80% of its net assets in "bonds" will not be changed by the Fund's Board
of Trustees without first providing shareholders 60 days written notice of the
change.  The Fund does not limit its investments to securities of issuers in a
particular market capitalization, maturity range or rating category, and can
hold rated and unrated securities below investment grade. The Fund can invest
without limit in securities below investment grade (commonly called "junk
bonds") to seek total return and higher income.  Therefore, the Fund's credit
risks are greater than those of funds that buy only investment-grade bonds.
The Fund invests in debt securities of issuers in both developed and emerging
markets throughout the world. 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 evaluates the
overall investment opportunities and risks in individual national economies.
The portfolio manager analyzes the business cycle in developed countries and
political and exchange rate factors of emerging market countries. The
portfolio manager currently looks for the following (which may vary in
particular cases and may change over time):


         o   Opportunities for higher yields than are available in U.S. markets,
             and

         o   Opportunities in investments denominated in foreign
             currencies that compare favorably to the U.S. dollar.


WHO IS THE FUND DESIGNED FOR? The Fund is designed primarily for investors
seeking total return in their investment over the long term, with the
opportunity for some income, from a fund that will invest mainly in foreign
debt securities. Those investors should be willing to assume the risks of
short-term share price fluctuations that are typical for a fund focusing on
debt investments in foreign securities, particularly those in emerging
markets. Since the Fund's income level will fluctuate, it is not designed for
investors needing an assured level of current income. Because of its focus on
long-term total return, the Fund may be appropriate for a part of an
investor's retirement plan portfolio. However, the Fund is not a complete
investment program.


Main Risks of Investing in the Fund

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


RISKS OF FOREIGN INVESTING. While foreign securities offer special investment
opportunities, there are also special risks that can reduce the Fund's share
prices and returns.  Foreign investing can result in higher transaction and
operating costs for the Fund. 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 United States or abroad, or other political and
economic factors.

o        Special Risks of Emerging and Developing Markets.  Securities in
              emerging and developing markets present risks not found in more
              mature markets. Those securities may be more difficult to value
              and to sell at an acceptable price and their prices may be more
              volatile than securities of issuers in more developed markets.
              Settlements of trades may be subject to greater delays so that
              the Fund may not receive the proceeds of a sale of a security on
              a timely basis.

              Emerging markets might have less developed trading markets,
              exchanges and legal and accounting systems.  Investments may be
              subject to greater risks of government restrictions on
              withdrawing the sale proceeds of securities from the country.
              Economies of developing countries may be more dependent on
              relatively few industries that may be highly vulnerable to local
              and global changes. Governments may be more unstable and present
              greater risks of nationalization or restrictions on foreign
              ownership of securities of local companies. These investments
              may be substantially more volatile than debt securities of
              issuers in the United States and other developed countries and
              may be very speculative.

Additionally, if the Fund invests a significant amount of its assets in
foreign securities, it may be exposed to "time-zone arbitrage". Time zone
arbitrage is an attempt by investors 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 before the close of the New York Stock Exchange (the "NYSE") 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.

CURRENCY RISK. The Fund can invest in securities denominated in foreign
currencies and in derivative instruments linked to foreign currencies.  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 or derivatives
linked to that foreign currency.  Currency rate changes can also affect the
distributions the Fund makes from the income it receives from foreign
securities as foreign currency values change against the U.S. dollar.

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. If the issuer fails to repay
interest or principal, the values of that bond and of the Fund's shares might
fall.  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        Special Risks of Lower-Grade Securities.  The Fund can invest without
              limit in securities below investment grade (commonly called
              "junk bonds") to seek total return and higher income.  Therefore,
              the Fund's credit risks are greater than those of funds that buy
              only investment-grade bonds. Lower-grade debt securities may be
              subject to greater price fluctuations and risks of loss of
              income and principal than investment-grade debt securities.
              Securities that are (or that have fallen) below investment grade
              are exposed to a greater risk that the issuers might not meet
              their debt obligations.  There may be less of a market for these
              securities, making it harder to value them or sell them at an
              acceptable price. Additionally, these securities may be subject
              to a greater risk of default.  These risks can reduce the Fund's
              share prices and the income it earns.

INTEREST RATE RISK. The values of debt securities are subject to change when
prevailing interest rates change.  When interest rates fall, the values of
already-issued debt securities generally rise.  When interest rates rise, the
values of already-issued debt securities generally fall. The magnitude of
these fluctuations will often be greater for longer-term debt securities than
shorter-term debt securities.  The Fund's share prices can go up or down when
interest rates change because of the effect of the changes on the value of the
Fund's investments in debt securities. Also, if interest rates fall, the
Fund's investments in new securities at lower yields will reduce the Fund's
income.


RISKS OF NON-DIVERSIFICATION.  The Fund is "non-diversified" under the
Investment Company Act of 1940, as amended (the "Investment Company Act").
Accordingly, the Fund may be able to invest a greater portion of its assets in
the debt securities of a single issuer, including the government of any single
country or a corporate issuer, than "diversified" funds. To the extent the
Fund invests a relatively high percentage of its assets in the debt securities
of a single issuer or a limited number of issuers, the Fund is subject to
additional risk of loss if those debt securities lose market value.

RISKS OF DERIVATIVE INVESTMENTS. The Fund can use derivatives to seek
increased returns or to try to hedge investment and interest rate risks. In
general terms, a derivative investment is one whose value depends on (or is
derived from) the value of an underlying asset, such as a bond, or non-asset
reference, such as an interest rate or index. Options, futures contracts,
swaps, "structured" notes and forward contracts are examples of derivatives
the Fund can use.

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

HOW RISKY IS THE FUND OVERALL? The risks described above collectively form the
overall risk profile of the Fund, and can affect the value of the Fund's
investments, its investment performance and the prices of its shares.
Particular investments and investment strategies also have risks. These risks
mean that you can lose money by investing in the Fund. When you redeem your
shares, they may be worth more or less than what you paid for them. There is
no assurance that the Fund will achieve its investment objectives.  The income
from some of the Fund's investments may help cushion the Fund's total return
from changes in prices, but debt securities are subject to credit and interest
rate risks that can affect their values and income and the share prices of the
Fund.  The Fund is non-diversified and may focus its investments in the debt
of a limited number of issuers, including foreign governments and
corporations. It will therefore be vulnerable to the effects of economic
changes that affect foreign countries.  The values of foreign debt securities,
particularly those of issuers in emerging markets, can be volatile, and the
prices of the Fund's shares can go up and down substantially. In the
OppenheimerFunds spectrum, the Fund is generally more aggressive and has more
risks than bond funds that focus on U.S. government securities and
investment-grade bonds but is less aggressive than funds that invest solely in
emerging markets.


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     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.
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The Fund's Past Performance


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


         The after-tax returns are shown for Class A shares only and are
calculated using the historical highest individual federal marginal income tax
rates in effect during the periods shown, and do not reflect the impact of
state or local taxes. 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
return]

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.


For  the  period  from  1/1/07  through  9/30/07,  the  cumulative  return  (not
annualized) before taxes for Class A shares of the Fund was 9.72%.

During the period shown in the bar chart,  the highest  return (not  annualized)
before  taxes for a  calendar  quarter  was 11.56%  (4thQtr  '04) and the lowest
return (not  annualized)  before taxes for a calendar quarter was -9.80% (3rdQtr
'98).



- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Average Annual Total Returns                         1 Year                    5 Years                    10 Years
                                                                                                    (or life of class, if

for the periods ended December 31, 2006                              (or life of class, if less)            less)

- --------------------------------------------- ---------------------- ---------------------------- --------------------------
- --------------------------------------------- ---------------------- ---------------------------- --------------------------
Class A Shares (inception 6/15/95)

  Return Before Taxes                                 3.49%                    13.44%                       8.35%
  Return After Taxes on Distributions                 2.14%                    11.16%                       5.69%

  Return  After Taxes on  Distributions  and

  Sale of Fund Shares                                 2.28%                    10.29%                       5.44%

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

Class B Shares (inception 6/15/95)                    2.74%                    13.41%                       8.41%

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

Class C Shares (inception 6/15/95)                    6.87%                    13.72%                       8.06%

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

Class N Shares (inception 3/1/01)                     7.21%                    14.12%                      12.26%

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

Class Y Shares (inception 9/27/04)                    9.09%                    11.33%                        N/A

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

Citigroup Non-U.S. Dollar World Government            6.94%                     9.50%                       4.70%
Bond Index (reflects no deduction for fees,                                   3.24%(1)                    7.60%(2)

expenses or taxes)
- --------------------------------------------- ---------------------- ---------------------------- --------------------------

  1. From 9/30/04
  2. From 2/28/01

The Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 4.75%; for Class B, the
contingent deferred sales charge of 5% (1-year) and 2% (5-years;, for Class C
and Class N, the 1% contingent deferred sales charge for the 1-year period.
There is no sales charge for Class Y shares. Because Class B shares convert to
Class A shares 72 months after purchase, Class B "10 years" performance does
not include any contingent deferred sales charge and uses Class A performance
for the period after conversion. 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 shares is compared to the Citigroup Non-U.S. Dollar World
Government Bond Index, a market-capitalization-weighted index that tracks
performance of 13 government bond markets in developed countries. 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 September 30, 2007.


- ----------------------------------------------------------------------------------------------------------- -----------------
Shareholder Fees (charges paid directly from your investment):
- ----------------------------------------------------------------------------------------------------------- -----------------
- -------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------
                                       Class A Shares    Class B Shares   Class C Shares   Class N Shares    Class Y Shares
- -------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------
- -------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------
Maximum Sales Charge (Load) on              4.75%             None             None             None              None
purchases (as % of offering price)
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- -------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------
Maximum Deferred Sales Charge (Load)
(as % of the lower of the original
offering price or redemption               None(1)           5%(2)             1%(3)            1%(4)             None
proceeds)
- -------------------------------------- ---------------- ----------------- ---------------- ---------------- -----------------


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Annual Fund Operating Expenses (deducted from Fund assets):

(% of average daily net assets)

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

                                                                                                           Class Y Shares

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

Management Fees                             0.52%            0.52%           0.52%            0.52%           0.52%

- --------------------------------------- --------------- ---------------- --------------- ---------------- --------------
- --------------------------------------- --------------- ---------------- --------------- ---------------- --------------
Distribution and/or Service (12b-1)         0.25%            1.00%           1.00%            0.50%           None
Fees
- --------------------------------------- --------------- ---------------- --------------- ---------------- --------------
- --------------------------------------- --------------- ---------------- --------------- ---------------- --------------

Other Expenses                              0.17%            0.27%           0.15%            0.59%           0.03%

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

Acquired Fund Fees and Expenses             0.01%            0.01%           0.01%            0.01%           0.01%

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

Total Annual Operating Expenses             0.95%            1.80%           1.68%            1.62%           0.56%

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


Expenses may vary in future years. "Other Expenses" include transfer agent
fees, custodial fees, and accounting and legal expenses that the Fund pays.
The Transfer Agent has voluntarily undertaken to the Fund to limit the
transfer agent fees to 0.35% of average daily net assets per fiscal year for
all classes. That undertaking may be amended or withdrawn at any time. After
this waiver, the actual "Other Expenses" as a percentage of average daily net
assets was 0.36% for Class N shares.
The Manager will voluntarily waive fees and/or reimburse Fund expenses in an
amount equal to the indirect management fees incurred through the Fund's
investment in Oppenheimer Institutional Money Market Fund. The Fund also
receives certain credits from the Fund's custodian that, during the fiscal
year, reduced its custodial expenses for all share classes by 0.01% of average
daily net assets. After these waivers and credits, the actual "Other Expenses"
as percentages of average daily net assets were 0.16% for Class A shares,
0.26% for Class B shares, 0.14% for Class C shares, 0.35% for Class N shares,
and 0.02% for Class Y shares  and the "Total Annual Operating Expenses" as
percentages of average daily net assets were 0.93% for Class A shares, 1.78%
for Class B shares, 1.66% for Class C shares, 1.37% for Class N, and 0.54% for
Class Y.

1.        A Class A contingent deferred sales charge may apply to redemptions
     of investments of $1 million or more or to certain retirement plan
     redemptions. See "How to Buy Shares" for details.
2.       Applies  to  redemptions  in  the  first  year  after   purchase.   The
     contingent  deferred sales charge  gradually  declines from 5% to 1% during
     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                                     $568                 $765                $978              $1,591

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

Class B Shares                                     $685                 $871              $1,183             $1,699*

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

Class C Shares                                     $272                 $534                $920              $2,003

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

Class N Shares                                     $266                 $515                $888              $1,937

- ---------------------------------- --------------------- -------------------- ------------------- -------------------
- ---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                                      $57                 $180                $314                $703
- ---------------------------------- --------------------- -------------------- ------------------- -------------------

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

Class A Shares                                     $568                 $765                $978              $1,591

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

Class B Shares                                     $185                 $571                $983             $1,699*

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

Class C Shares                                     $172                 $534                $920              $2,003

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

Class N Shares                                     $166                 $515                $888              $1,937

- ---------------------------------- --------------------- -------------------- ------------------- -------------------
- ---------------------------------- --------------------- -------------------- ------------------- -------------------
Class Y Shares                                      $57                 $180                $314                $703
- ---------------------------------- --------------------- -------------------- ------------------- -------------------
  In the first  example,  expenses  include the initial sales charge for Class A
  and the  applicable  Class B, Class C and Class N  contingent  deferred  sales
  charges.  In the  second  example,  the  Class A  expenses  include  the sales
  charge,  but Class B, Class C and Class N expenses do not  include  contingent
  deferred sales charges. There is no sales charge on Class Y shares.
  * 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 different types of investments will vary over time based
upon the Manager's evaluation of economic and market trends.  The Fund's
portfolio might not always include all of the different types of investments
described below. At times the Fund may focus more on investing for growth with
less emphasis on income, while at other times it may have both growth and
income investments to seek total return. The Statement of Additional
Information contains more detailed information about the Fund's investment
policies and risks.

         The Manager tries to reduce risks by carefully researching securities
before they are purchased, and in some cases by using hedging techniques. The
Fund is non-diversified and may at times focus its investments in the debt
securities of a limited number of issuers. The Fund does not concentrate 25%
or more of its total assets in investments in the securities of any one
foreign government or in the debt and equity securities of companies in any
one foreign country or in any one industry.

         The debt securities the Fund buys may be rated by nationally
recognized rating organizations or they may be unrated securities assigned an
equivalent rating by the Manager. The Fund's investments may be above or below
investment grade in credit quality, and the Fund can invest without limit in
below investment-grade debt securities, commonly called "junk bonds."


Foreign Debt Securities. The Fund can buy a variety of debt securities issued
         by foreign governments and companies, as well as "supra-national"
         entities, such as the World Bank. They can include bonds, debentures
         and notes. The Fund's foreign debt investments can be denominated in
         U.S. dollars or in foreign currencies.

Other Debt Securities.  Under normal market conditions, the Fund can invest
         (up to 35% of its total assets) in debt securities issued by U.S.
         companies, the U.S. government or U.S. government agencies or
         instrumentalities to seek the Fund's goals. However, these are not
         expected to be a significant part of the Fund's normal long-term
         investment strategy. The Fund's investments in U.S. government
         securities can include U.S. Treasury securities and securities issued
         or guaranteed by agencies or instrumentalities of the U.S.
         government, and may include collateralized mortgage obligations
         (CMOs) and other mortgage-related securities. Mortgage-related
         securities are subject to additional risks, including unanticipated
         prepayments of the underlying mortgages, which can affect the income
         stream to the Fund from those securities as well as their values.


         The Fund can also buy U.S. commercial paper, which includes
         short-term corporate debt and asset-backed securities, which are
         interests in pools of consumer loans and other trade receivables.
         Prepayments on the underlying loans may reduce the Fund's income on
         the securities and reduce their values, as with CMOs.


Derivative Investments. The Fund can invest in a number of different kinds of
         "derivative" investments, including "structured" notes, swaps,
         options, forward contracts and futures contracts. In addition to
         using derivatives for hedging, the Fund may use derivatives for
         investment purposes. Some derivative instruments held by the Fund
         may  be illiquid.

         "Structured" Notes. The Fund can invest in "structured" notes, which
         are specially-designed derivative debt investments whose principal
         payments or interest payments are linked to the value of an
         underlying asset, such as a debt security, currency, or commodity, or
         non-asset reference, such as an interest rate or index. The terms of
         the instrument may be "structured" by the purchaser (the Fund) and
         the borrower issuing the note.

         The values of these notes will fall or rise in response to the
         changes in the values of the underlying asset or reference and the
         Fund might receive less principal or interest if the underlying
         investment does not perform as anticipated. In some cases, these
         notes may pay an amount based on a multiple of the relative change in
         value of the asset or reference. This type of note betters the
         potential for increased income or principal payments but at a greater
         risk of loss than a typical debt security of the same maturity and
         credit quality.  The value of these notes may be affected by events
         pertaining to the borrower which may be referred to as "counterparty"
         risk.

         Participation Interests in Loans. These securities represent an
undivided fractional interest in a loan obligation of a borrower. They are
typically purchased from banks or dealers that have made the loan or are
members of the loan syndicate. The loans may be to foreign or U.S. companies.
They are subject to the risk of default by the borrower. If the borrower fails
to pay interest or repay principal, the Fund can lose money on its investment.

CAN THE FUND'S INVESTMENT OBJECTIVES AND POLICIES CHANGE? The Fund's Board of
Trustees can change non-fundamental investment policies without shareholder
approval, although significant changes will be described in amendments to this
prospectus. Fundamental policies cannot be changed without the approval of a
majority of the Fund's outstanding voting shares. The Fund's investment
objectives are fundamental policies. 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 objectives, the Fund can use the
investment techniques and strategies described below. The Fund might use some,
all or none of them.  These techniques have risks, although some are designed
to help reduce overall investment or market risks.


Zero-Coupon and "Stripped" Securities.  Some of the government and corporate
         debt securities the Fund buys are zero-coupon bonds that pay no
         interest and are issued at a substantial discount from their face
         value. "Stripped" securities are the separate income or principal
         components of a debt security. Some CMOs or other mortgage related
         securities may be stripped, with each component having a different
         proportion of principal or interest payments. One class might receive
         all the interest and the other all the principal payments. The values
         of these stripped mortgage related securities are very sensitive to
         prepayments of underlying mortgages.

         Zero-coupon and stripped securities are subject to greater
         fluctuations in price from interest rate changes than
         interest-bearing securities. The Fund may have to pay out the imputed
         income on zero coupon securities without receiving the actual cash
         currently. Interest-only securities are particularly sensitive to
         changes in interest rates.


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


"When-Issued" and "Delayed-Delivery" Transactions. The Fund can purchase
         securities on a "when-issued" basis and can purchase or sell
         securities on a "delayed-delivery" basis. Between the purchase and
         settlement, no payment is made for the security and no interest
         accrues to the buyer from the investment. There is a risk of loss to
         the Fund if the value of the when-issued security declines prior to
         the settlement date. No income accrues to the Fund on a when-issued
         security until the Fund receives the security on settlement of the
         trade.


Hedging.  The Fund can hedge using various strategies, including by buying and
         selling futures contracts, put and call options, and forward
         contracts.   The Fund is not required to hedge to seek its
         objectives. The Statement of Additional Information contains more
         detailed information about these instruments and limits on their use
         by the Fund.

         The Fund could hedge for a number of purposes. It might do so to try
         to manage its exposure to the possibility that the prices of its
         portfolio securities may decline, or to establish a position in the
         securities market as a temporary substitute for purchasing individual
         securities.  It might do so to try to manage its exposure to changing
         interest rates or currency values.

          There are also special risks in particular hedging strategies. For
         example, in writing a put, there is a risk that the Fund may be
         required to buy the underlying security at a disadvantageous price.
         If the Manager used a hedging strategy at the wrong time or judged
         market conditions incorrectly, the strategy could reduce the Fund's
         return.


Loans of Portfolio Securities. The Fund has entered into a Securities Lending
         Agreement with JPMorgan 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 Trustees. The value of the securities loaned may
         not exceed 25% of the value of the Fund's net assets.


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

Investments by "Funds of Funds." Class Y shares of the Fund are offered as an
         investment to certain Oppenheimer funds that act as "funds of funds."
         The Fund's Board of Trustees has approved making the Fund's shares
         available as an investment for those funds. From time to time, those
         funds of funds may invest significant portions of their assets in
         shares of the Fund, and may own a significant amount of the Fund's
         Class Y shares. Those funds of funds typically use asset allocation
         strategies under which they may increase or reduce the amount of
         their investments in the Fund frequently, and may do so on a daily
         basis during volatile market conditions. If the size of those
         purchases and redemptions of the Fund's shares were significant
         relative to the size of the Fund's assets, the Fund could be required
         to purchase or sell portfolio securities, increasing its transaction
         costs and possibly reducing its performance for all share classes.
         For a further discussion of the possible effects of frequent trading
         in the Fund's shares, please refer to the section titled "Are There
         Limitations on Frequent Purchases, Redemptions and Exchanges?" in
         this prospectus.

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


Non-Diversification.  As explained above, the Fund is "non-diversified" under
         the Investment Company Act. Accordingly, the Fund may be able to
         invest a greater portion of its assets in the debt securities of a
         single issuer than "diversified" funds. This policy gives the Fund
         more flexibility to invest in the debt securities of a single issuer
         than if it were a "diversified" fund. However, the Fund intends to
         diversify its investments so that it will qualify as a "regulated
         investment company" under the Internal Revenue Code (although it
         reserves the right not to qualify).


Portfolio Turnover. The Fund engages in short-term trading to seek its
         objectives. It might have a turnover rate in excess of 250%
         annually.  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 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
         recent fiscal years.


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 on Form N-Q, which are filed with the
         Securities and Exchange Commission no later than 60 days after the
         close of its first and third fiscal quarters. These required filings
         are publicly available at the Securities and Exchange Commission.
         Therefore, portfolio holdings of the 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 chooses the Fund's investments and handles its
day-to-day business. The Manager carries out its duties, subject to the
policies established by the Fund's Board of Trustees, under an investment
advisory agreement that states the Manager's responsibilities. The agreement
sets the fees the Fund pays to the Manager and describes the expenses that the
Fund is responsible to pay to conduct its business.


         The Manager has been an investment adviser since 1960. The Manager
and its subsidiaries and controlled affiliates managed more than $260 billion
in assets as of September 30, 2007, including other Oppenheimer funds with
more than 6 million shareholder accounts. The Manager is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the
         Manager an advisory fee, calculated on the daily net assets of the
         Fund, at an annual rate that declines on additional assets as the
         Fund grows: 0.75% of the first $200 million of average annual net
         assets of the Fund, 0.72% of the next $200 million, 0.69% of the next
         $200 million, 0.66% of the next $200 million, 0.60% of the next $200
         million, 0.50% of the next $4 billion and 0.48% of average annual net
         assets in excess of $5 billion. The Fund's management fee for the
         period ended September 30, 2007 was 0.52% of average annual net
         assets for each class of shares.


         A discussion regarding the basis for the Board of Trustees' approval
         of the Fund's investment advisory contract is available in the Fund's
         Annual Report to shareholders for the fiscal year ended September 30,
         2007.


Portfolio Manager.  The Fund's portfolio is managed by Arthur P. Steinmetz.
         Mr. Steinmetz has been the person primarily responsible for the
         day-to-day management of the Fund's portfolio since April 2004. Mr.
         Steinmetz has been a Senior Vice President of the Manager since March
         1993 and of HarbourView Asset Management Corporation since March
         2000. He is an officer of other portfolios in the OppenheimerFunds
         complex.

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

ABOUT YOUR ACCOUNT

How to Buy Shares

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


Buying Shares Through Your Dealer. You can buy shares through any dealer,
         broker or financial institution that has a sales agreement with the
         Distributor. Your dealer will place your order with the Distributor
         on your behalf. A broker or dealer may charge a processing fee for
         that service. Your account information will be shared with the dealer
         you designate as the dealer of record for the account.

Buying Shares Through the Distributor. Complete an OppenheimerFunds new
         account application and return it with a check payable to
         "OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270,
         Denver, Colorado 80217. If you do not list a dealer on the
         application, Class A shares are your only purchase option. The
         Distributor will act as your agent in buying Class A shares. However,
         we recommend that you discuss your investment with a financial
         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 wire
         purchase is $2,500. Before sending a wire, call the Distributor's
         Wire Department at 1.800.225.5677 to notify the Distributor of the
         wire and to receive further instructions.
o        Buying Shares Through OppenheimerFunds AccountLink. With AccountLink,
         you can pay for shares by electronic funds transfers from your bank
         account. Shares are purchased for your account by a transfer of money
         from your bank account through the Automated Clearing House (ACH)
         system. You can provide share purchase instructions automatically,
         under an Asset Builder Plan, described below, or by telephone
         instructions using OppenheimerFunds PhoneLink, also described below.
         Please refer to "AccountLink," below for more details.
o        Buying Shares Through Asset Builder Plans. You may purchase shares of
         the Fund automatically from your account at a bank or other financial
         institution under an Asset Builder Plan with AccountLink. Details are
         in the Asset Builder application and the Statement of Additional
         Information.

WHAT IS THE MINIMUM AMOUNT YOU MUST INVEST? In most cases, you can buy 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 an initial investment for as little as
         $500. The minimum subsequent investment is $50, except that for any
         account established under one of these plans prior to November 1,
         2002, the minimum additional investment will remain $25.
o        A minimum initial investment of $250 applies to certain fee based
         programs that have an agreement with the Distributor. The minimum
         subsequent investment for those programs is $50.
o        The minimum investment requirement does not apply to reinvesting
         dividends from the Fund or other Oppenheimer funds (a list of them
         appears in the Statement of Additional Information, or you can ask
         your dealer or call the Transfer Agent), or reinvesting distributions
         from unit investment trusts that have made arrangements with the
         Distributor.

o        The minimum purchase amounts listed do not apply to omnibus accounts.



AT WHAT PRICE ARE SHARES SOLD? Shares are sold at their offering price which
is the net asset value per share plus any initial sales charge that applies.
The offering price that applies to a purchase order is based on the next
calculation of the net asset value per share that is made after the
Distributor receives the purchase order at its offices in Colorado, or after
any agent appointed by the Distributor receives the order. Your financial
advisor can provide you with more information regarding the time you must
submit your purchase order and whether the advisor is an authorized agent for
the receipt of purchase orders.

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 are
         to "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 market on which the security
         is principally traded, that security may be valued by another method
         that the Board of Trustees 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. There can
         be no assurance that the Fund could obtain the fair value assigned to
         a security if it were to sell the security at the same time at which
         the Fund determines its net asset value per share.  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, an 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
         proper form as described in this prospectus, by the time the NYSE
         closes that day. If your order is received on a day when the NYSE is
         closed or after it has closed, the order will receive the next
         offering price that is determined after your order is received.

Buying Through a Dealer. If you buy shares through an authorized dealer, your
         dealer must receive the order by the close of the NYSE for you to
         receive that day's offering price. If your order is received on a day
         when the NYSE is closed or after it is closed, the order will receive
         the next offering price that is determined.

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

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A Shares. If you buy Class A shares, you pay an initial sales charge (on
         investments up to $1 million for regular accounts or lesser amounts
         for certain retirement plans). The amount of that sales charge will
         vary depending on the amount you invest. The sales charge rates are
         listed in "How Can You Buy Class A Shares?" below.
- --------------------------------------------------------------------------------

Class B Shares. If you buy Class B shares, you pay no sales charge at the time
         of purchase, but you will pay an annual asset-based sales charge. If
         you sell your shares within 6  years of buying them, you will
         normally pay a contingent deferred sales charge. That contingent
         deferred sales charge varies depending on how long you own your
         shares, as described in "How Can You Buy Class B Shares?" below.

- --------------------------------------------------------------------------------
Class C Shares. If you buy Class C shares, you pay no sales charge at the time
         of purchase, but you will pay an annual asset-based sales charge. If
         you sell your shares within 12 months of buying them, you will
         normally pay a contingent deferred sales charge of 1.0%, as described
         in "How Can You Buy Class C Shares?" below.
- --------------------------------------------------------------------------------
Class N Shares. If you buy Class N shares (available only through certain
         retirement plans), you pay no sales charge at the time of purchase,
         but you will pay an annual asset-based sales charge. If you sell your
         shares within 18 months of the retirement plan's first purchase of
         Class N shares, you may pay a contingent deferred sales charge of
         1.0%, as described in "How Can You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional
         investors that have a special agreement with the Distributor.

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

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


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


     o   Investing for the Shorter Term. While the Fund is meant to be a
         long-term investment, if you have a relatively short-term investment
         horizon (that is, you plan to hold your shares for not more than six
         years), you should 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. 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 or Class Y shares, such
         as the Class B, Class C and Class N asset-based sales charge
         described below and in the Statement of Additional Information. Also,
         checkwriting is not available on Class Y accounts or accounts subject
         to a contingent deferred sales charge.

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
         held by the dealer or financial institution for its own account or for
         its customers.

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

  ------------------------------------ ------------------------ ------------------------- -------------------------
                                       Front-End Sales          Front-End Sales           Concession As a
                                       Charge As a              Charge As a
                                       Percentage of            Percentage of Net         Percentage of
  Amount of Purchase                   Offering Price           Amount Invested           Offering Price
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  Less than $50,000                             4.75%                    4.98%                     4.00%
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $50,000 or more but less than                 4.50%                    4.71%                     3.75%
  $100,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $100,000 or more but less than                3.50%                    3.63%                     2.75%
  $250,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $250,000 or more but less than                2.50%                    2.56%                     2.00%
  $500,000
  ------------------------------------ ------------------------ ------------------------- -------------------------
  ------------------------------------ ------------------------ ------------------------- -------------------------
  $500,000 or more but less than $1             2.00%                    2.04%                     1.60%
  million
  ------------------------------------ ------------------------ ------------------------- -------------------------
Due to rounding, the actual sales charge for a particular transaction may be
higher or lower than the rates listed above.


SPECIAL SALES CHARGE ARRANGEMENTS AND WAIVERS. Appendix B 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
or financial intermediary when purchasing shares or the Transfer Agent or
financial intermediary when redeeming shares that a special condition applies.


CAN YOU REDUCE CLASS A SALES CHARGES? You and your spouse may be eligible to
buy Class A shares of the 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, 403(b) plans and advisor sold
              Section 529 plans), your joint accounts with your spouse,
              or accounts you or your spouse hold as trustees or
              custodians on behalf of your children who are minors. A
              fiduciary can count all shares purchased for a trust,
              estate or other fiduciary account that has multiple
              accounts (including employee benefit plans for the same
              employer and Single K Plans for the benefit of a sole
              proprietor). If you are buying shares directly from the
              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.


              Beginning on January 1, 2008, investors may also count
              Class A, Class B, Class C, Class G and Class H unit
              purchases in advisor sold Section 529 plans, for which
              the Manager or the Distributor serves as the Program
              Manager or Program Distributor, to determine which Class
              A sales charge will apply to a current Class A share
              purchase. You must notify the Distributor or your current
              intermediary of any qualifying 529 plan holdings.


o        Letter 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.
              Purchases made before the date of submitting a Letter of Intent
              will not be counted towards satisfying the purchases specified
              in the Letter. The Letter of Intent period will begin on the
              date of the first purchase following the submission of the
              Letter and will run for 13 months.The total amount of your
              intended purchases will determine the reduced sales charge rate
              that will apply to your Class A share purchases of the Fund
              during that period.

              Your Class N shares, and any 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.

              If you do not complete the anticipated purchases, you will be
              charged the difference between the sales charge that you paid
              and the sales charge that would apply to 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.

              Beginning on January 1, 2008, investors may also count Class A,
              Class B, Class C, Class G and Class H unit purchases in advisor
              sold Section 529 plans, for which the Manager or the Distributor
              serves as the Program Manager or Program Distributor, in
              determining the share purchases that qualify for a Letter of
              Intent. You must notify the Distributor or your current
              intermediary of any qualifying 529 plan holdings.


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 into
              which shares of the Fund may be exchanged without a sales
              charge, at the net asset value per share in effect on the
              payable date. You must notify the Transfer Agent or financial
              intermediary 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.
         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 his or her financial
         intermediary for that privilege at the time of reinvestment
         and must identify the account from which the redemption was
         made. This reinvestment privilege does not apply to
         reinvestment purchases made through automatic investment
         options.


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

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

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

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


o        Class A Purchases by Certain Retirement Plans. There is no initial
              sales charge on purchases of Class A shares of the Fund by
              certain retirement plans that have $1 million or more in plan
              assets or that are part of a retirement plan or platform offered
              by banks, broker-dealers, financial advisors, insurance
              companies or recordkeepers. There is no contingent deferred
              sales charge on redemptions of any group retirement plan shares
              purchased after March 1, 2007, or certain retirement plan shares
              offered through banks, broker-dealers, financial advisors,
              insurance companies or recordkeepers.

              Until March 1, 2007, the Distributor paid a concession from its
              own resources on purchases by certain group retirement plans
              that were established prior to March 1, 2001 ("grandfathered
              retirement plans"). Shares purchased in grandfathered retirement
              plans prior to March 1, 2007 will continue to be subject to the
              contingent deferred sales charge if they are redeemed within 18
              months after purchase. Beginning March 1, 2007, the distributor
              will not pay a concession on new share purchases by retirement
              plans (except plans that have $5 million or more in plan assets)
              and no new group retirement plan purchases will be subject to
              the contingent deferred sales charge, including purchases in
              grandfathered retirement plans. For shares purchased prior to
              March 1, 2007, the concession for grandfathered retirement plans
              was 0.75% of the first $2.5 million of purchases plus 0.25% of
              purchases in excess of $2.5 million. Effective March 1, 2007,
              the concession for grandfathered retirement accounts is 0.25%.

              For retirement plans that have $5 million or more in plan assets
              within the first six months from the time the account was
              established, the Distributor may pay dealers of record
              concessions equal to 0.25% of the purchase price of Class A
              shares from its own resources at the time of sale. Those
              payments are subject to certain exceptions described in
              "Retirement Plans" in the Statement of Additional Information.


HOW CAN YOU BUY CLASS 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 Which Purchase Order      Contingent Deferred Sales Charge on Redemptions in
was Accepted                                                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.


WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per
share without a sales charge directly to institutional investors that have
special agreements with the Distributor for this purpose. They may include
insurance companies, registered investment companies, employee benefit plans
and Section 529 plans, among others. Individual investors cannot buy Class Y
shares directly.

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

DISTRIBUTION AND SERVICE (12b-1) PLANS.


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

         Prior to March 1, 2007, the Distributor paid the first year's service
         fee in advance for shares purchased in grandfathered retirement plans
         and it retained the service fee from the Fund with respect to those
         shares during the first year after their purchase. After the shares
         were held by a grandfathered retirement plan for a year, the
         Distributor paid the ongoing service fee to the dealer of record on a
         periodic basis. For shares purchased in grandfathered plans on or
         after March 1, 2007, the Distributor does not make any payment in
         advance and does not retain the service fee for the first year.


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 1.00% 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 1.00% of the purchase price. The
         Distributor normally retains the asset-based sales charge on Class N
         shares. See the Statement of Additional Information for exceptions.

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

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

OTHER PAYMENTS TO FINANCIAL INTERMEDIARIES AND SERVICE PROVIDERS. The Manager
and the Distributor, in their discretion, also may pay dealers or other
financial intermediaries and service providers for distribution and/or
shareholder servicing activities. These payments are made out of the Manager's
and/or the Distributor's own resources, including from the profits derived
from the advisory fees the Manager receives from the 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
advisor, 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 Financial Industry Regulatory Authority (FINRA), formerly known as the
NASD) designed to increase sales representatives' awareness about Oppenheimer
funds, including travel and lodging expenditures. However, the Manager does
not consider a financial intermediary's sale of shares of the 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 by the Distributor or your authorized financial
intermediary, in proper form (which means that it must comply with the
procedures described below) and is accepted by the Transfer Agent. The Fund
lets you sell your shares by writing a letter, by wire, by using the Fund's
checkwriting privilege, 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.

CHECKWRITING. To write checks against your Fund account, request that
privilege on your account application, or contact the Transfer Agent for
signature cards. They must be signed (with a signature guarantee) by all
owners of the account and returned to the Transfer Agent so that checks can be
sent to you to use. Shareholders with joint accounts can elect in writing to
have checks paid over the signature of one owner. If you previously signed a
signature card to establish checkwriting in another Oppenheimer fund, simply
call 1.800.225.5677 to request checkwriting for an account in this Fund with
the same registration as the other account.
o        Checks can be written to the order of whomever you wish, but may not
         be cashed at the bank the checks are payable through or the Fund's
         custodian bank.
o        Checkwriting privileges are not available for Class Y accounts or
         accounts holding shares that are subject to a contingent deferred
         sales charge.

o        Checkwriting privileges are not available for shares that are held in a
         retirement account.
o        All checks must be written for at least $500. Checks will not be
         accepted if they are written for less than $500, including
         existing checks that indicate a $100 minimum.



o        Checks cannot be paid if they are written for more than your account
         value. Remember, your shares fluctuate in value and you should not
         write a check close to the total account value.
o        You may not write a check that would require the Fund to redeem
         shares that were purchased by check or Asset Builder Plan payments
         within the prior 10 days.
o        Don't use your checks if you changed your Fund account number, until
         you receive new checks.

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. Eastern time, but may be earlier on some days. You may not redeem shares
held in an OppenheimerFunds-sponsored qualified retirement plan account or
under a share certificate by telephone.
     o   To redeem shares through a service representative or automatically on
         PhoneLink, call 1.800.225.5677.
         Whichever method you use, you may have a check sent to the address on
the account statement, or, if you have linked your Fund account to your bank
account on AccountLink, you may have the proceeds sent to that bank account.

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 a processing fee for that service. If
your shares are held in the name of your dealer, you must redeem them through
your dealer.


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


         A contingent  deferred  sales charge will be based on the lesser of the
net  asset  value  of the  redeemed  shares  at the  time of  redemption  or the
original net asset value. A contingent deferred sales charge is not imposed on:
o        the amount of your  account  value  represented  by an  increase in net
         asset value over the initial purchase price,
o        shares  purchased by the  reinvestment  of  dividends or capital  gains
         distributions, or

o        shares  redeemed in the special  circumstances  described in Appendix B
         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 selected fund must offer the exchange privilege.
     o   You must meet the minimum purchase requirements for
         the selected fund.
     o   Generally, exchanges may be made only between identically registered
         accounts, unless all account owners send written exchange
         instructions with a signature guarantee.
     o   Before exchanging into a fund, you must obtain its prospectus and
         should read it carefully.

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

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


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

o        Exchanges of Client Accounts by Financial Advisors. The Fund and the
         Transfer Agent permit dealers and financial intermediaries to submit
         exchange requests on behalf of their customers (unless that authority
         has been revoked). A fund or the Transfer Agent may limit or refuse
         exchange requests submitted by financial intermediaries if, in the
         Transfer Agent's judgment, exercised in its discretion, the exchanges
         would be disruptive to any of the funds involved in the transaction.

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


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

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

o        Omnibus Accounts. If you hold your shares of 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, 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 that offers an exchange privilege at any
              time, even if the shareholder has exchanged shares into the
              stock or bond fund during the prior 30 days. However, all of the
              shares held in that money market fund would then be blocked from
              further exchanges into another fund for 30 calendar days.

o        Dividend Reinvestments/B Share Conversions. Reinvestment of dividends
              or distributions from one fund to purchase shares of another
              fund 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 Trustees at any time the Board believes
         it is in the Fund's best interest to do so.
Telephone transaction privileges for purchases, redemptions or exchanges may
         be modified, suspended or terminated by the Fund at any time. The
         Fund will provide you notice whenever it is required to do so by
         applicable law. If an account has more than one owner, the Fund and
         the Transfer Agent may rely on the instructions of any one owner.
         Telephone privileges apply to each owner of the account and the
         dealer representative of record for the account unless the Transfer
         Agent receives cancellation instructions from an owner of the account.
The Transfer Agent will record any telephone calls to verify data concerning
         transactions and has adopted other procedures to confirm that
         telephone instructions are genuine, by requiring callers to provide
         tax identification numbers and other account data or by using PINs,
         and by confirming such transactions in writing. The Transfer Agent
         and the Fund will not be liable for losses or expenses arising out of
         telephone instructions reasonably believed to be genuine.

Redemption or transfer requests will not be honored until the Transfer Agent
         receives all required documents in proper form. From time to time,
         the Transfer Agent in its discretion may waive certain of the
         requirements for redemptions stated in this prospectus.

Dealers that perform account transactions for their clients by participating
         in NETWORKING through the National Securities Clearing Corporation
         are responsible for obtaining their clients' permission to perform
         those transactions, and are responsible to their clients who are
         shareholders of the Fund if the dealer performs any transaction
         erroneously or improperly.
The redemption price for shares will vary from day to day because the value of
         the securities in the Fund's portfolio fluctuates. The redemption
         price, which is the net asset value per share, will normally differ
         for each class of shares. The redemption value of your shares may be
         more or less than their original cost.
Payment for redeemed shares ordinarily is made in cash. It is forwarded by
         check, or through AccountLink or by Federal Funds wire (as elected by
         the shareholder) within seven days after the Transfer Agent receives
         redemption instructions in proper form. However, under unusual
         circumstances determined by the Securities and Exchange Commission,
         payment may be delayed or suspended. For accounts registered in the
         name of a broker-dealer, payment will normally be forwarded within
         three business days after redemption.
The Transfer Agent may delay processing any type of redemption payment as
         described under "How to Sell Shares" for recently purchased shares,
         but only until the purchase payment has cleared. That delay may be as
         much as 10 days from the date the shares were purchased. That delay
         may be avoided if you purchase shares by Federal Funds wire or
         certified check.
Involuntary redemptions of small accounts may be made by the Fund if the
         account value has fallen below $200 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 each regular business day and pay those
dividends monthly. Daily dividends will not be declared or paid on newly
purchased shares until Federal Funds are available to the Fund from the
purchase payment for shares. Dividends and distributions paid to Class A and
Class Y shares will generally be higher than dividends for Class B, Class C
and Class N shares, which normally have higher expenses than Class A and Class
Y shares. The Fund has no fixed dividend rate and cannot guarantee that it
will pay any dividends or distributions.

CAPITAL GAINS. The Fund may realize capital gains on the sale of portfolio
securities. If it does, it may make distributions out of any net short-term or
long-term capital gains 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
         Oppenheimer fund, if that fund is available for exchanges and if you
         have an account established in that fund.


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.

         If more than 50% of the Fund's assets are invested in foreign
securities at the end of any fiscal year, the Fund may elect under the
Internal Revenue Code to permit shareholders to take a credit or deduction on
their federal income tax returns for foreign taxes paid by the Fund.


         Every year the Fund will send you and the Internal Revenue Service 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 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 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 Deloitte & Touche 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 SEPTEMBER 30,                             2007            2006           2005           2004         2003
- ----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                       $      5.80     $      6.01    $      5.63    $      5.33    $    4.38
- ----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                              .24 1           .22 1          .23 1          .13          .20
Net realized and unrealized gain (loss)                            .62            (.04)           .62            .47          .95
                                                           -----------------------------------------------------------------------
Total from investment operations                                   .86             .18            .85            .60         1.15
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                              (.24)           (.37)          (.41)          (.30)        (.20)
Distributions from net realized gain                              (.01)           (.02)          (.06)            --           --
                                                           -----------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                                   (.25)           (.39)          (.47)          (.30)        (.20)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                             $      6.41     $      5.80    $      6.01    $      5.63    $    5.33
                                                           =======================================================================

- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                               15.18%           3.23%         15.53%         11.56%       26.67%
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)                   $ 6,300,320     $ 4,075,172    $ 2,683,900    $ 1,177,628    $ 429,283
- ----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                          $ 4,988,412     $ 3,430,374    $ 1,925,344    $   811,608    $ 285,391
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                             3.97%           3.72%          3.85%          2.19%        3.94%
Total expenses                                                    0.94% 4         0.98%          1.03%          1.13%        1.22%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                                0.93%           0.97%          1.02%          1.13%        1.22%
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                             68%            144%            90%           133%         341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007         0.95%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



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



CLASS B      YEAR ENDED SEPTEMBER 30,                       2007         2006         2005         2004        2003
- ---------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.78    $    5.99    $    5.61    $    5.31   $    4.37
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .19 1        .17 1        .17 1        .08         .16
Net realized and unrealized gain (loss)                      .62         (.04)         .63          .47         .94
                                                       --------------------------------------------------------------
Total from investment operations                             .81          .13          .80          .55        1.10
- ---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.19)        (.32)        (.36)        (.25)       (.16)
Distributions from net realized gain                        (.01)        (.02)        (.06)          --          --
                                                       --------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.20)        (.34)        (.42)        (.25)       (.16)
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.39    $    5.78    $    5.99    $    5.61   $    5.31
                                                       ==============================================================

- ---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                         14.26%        2.35%       14.58%       10.66%      25.48%
- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 259,285    $ 234,848    $ 224,381    $ 167,621   $ 134,661
- ---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 240,238    $ 229,871    $ 201,541    $ 153,117   $ 119,232
- ---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                       3.12%        2.88%        2.95%        1.40%       3.20%
Total expenses                                              1.79% 4      1.83%        1.89%        1.98%       2.03%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          1.78%        1.83%        1.89%        1.98%       2.03%
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%         144%          90%         133%        341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.80%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



CLASS C      YEAR ENDED SEPTEMBER 30,                         2007         2006         2005         2004        2003
- -----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $      5.78    $    5.99    $    5.61    $    5.31    $   4.37
- -----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                          .20 1        .17 1        .18 1        .09         .16
Net realized and unrealized gain (loss)                        .62         (.03)         .63          .46         .94
                                                       ----------------------------------------------------------------
Total from investment operations                               .82          .14          .81          .55        1.10
- -----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          (.20)        (.33)        (.37)        (.25)       (.16)
Distributions from net realized gain                          (.01)        (.02)        (.06)          --          --
                                                       ----------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                               (.21)        (.35)        (.43)        (.25)       (.16)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $      6.39    $    5.78    $    5.99    $    5.61    $   5.31
                                                       ================================================================

- -----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                           14.39%        2.46%       14.70%       10.75%      25.48%
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 1,357,937    $ 875,032    $ 560,138    $ 233,311    $ 90,248
- -----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 1,078,601    $ 717,977    $ 401,401    $ 170,796    $ 63,198
- -----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                         3.24%        2.98%        3.10%        1.46%       3.15%
Total expenses                                                1.67% 4      1.71%        1.77%        1.88%       2.02%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                            1.66%        1.71%        1.77%        1.88%       2.02%
- -----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                         68%         144%          90%         133%        341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.68%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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



CLASS N      YEAR ENDED SEPTEMBER 30,                       2007        2006        2005        2004       2003
- -----------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.79    $   6.00    $   5.61    $   5.32    $  4.37
- -----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .22 1       .19 1       .20 1       .12        .18
Net realized and unrealized gain (loss)                      .61        (.04)        .64         .45        .95
                                                       ----------------------------------------------------------
Total from investment operations                             .83         .15         .84         .57       1.13
- -----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.21)       (.34)       (.39)       (.28)      (.18)
Distributions from net realized gain                        (.01)       (.02)       (.06)         --         --
                                                       ----------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.22)       (.36)       (.45)       (.28)      (.18)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.40    $   5.79    $   6.00    $   5.61    $  5.32
                                                       ==========================================================

- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                         14.71%       2.78%      15.27%      11.00%     26.31%
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 153,181    $ 63,432    $ 46,533    $ 18,641    $ 4,640
- -----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 112,319    $ 55,216    $ 30,696    $ 10,769    $ 2,653
- -----------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                       3.56%       3.29%       3.45%       1.83%      3.56%
Total expenses                                              1.61% 4     1.58%       1.47%       1.49%      1.57%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          1.37%       1.42%       1.46%       1.49%      1.57%
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%        144%         90%        133%       341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.62%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



CLASS Y      YEAR ENDED SEPTEMBER 30,                       2007         2006        2005      2004 1
- -------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.80    $    6.01    $   5.63    $   5.58
- -------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                 .27 2        .24 2       .25 2        -- 3
Net realized and unrealized gain (loss)                      .62         (.04)        .63         .05
                                                       ------------------------------------------------
Total from investment operations                             .89          .20         .88         .05
- -------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.27)        (.39)       (.44)         --
Distributions from net realized gain                        (.01)        (.02)       (.06)         --
                                                       ------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.28)        (.41)       (.50)         --
- -------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.41    $    5.80    $   6.01    $   5.63
                                                       ================================================

- -------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4                         15.63%        3.64%      15.96%       0.92%
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 454,240    $ 176,728    $ 37,286    $ 14,268
- -------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 299,298    $  97,992    $ 25,559    $  7,086
- -------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income                                       4.38%        4.11%       4.23%       4.84%
Total expenses                                              0.55% 6      0.56%       0.67%       1.17%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          0.54%        0.56%       0.66%       1.17%
- -------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%         144%         90%        133%


1. For the period from September 27, 2004 (inception of offering) to September
30, 2004.

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

3. Less than $0.005 per share.

4. 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 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.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      0.56%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


INFORMATION AND SERVICES

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


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


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

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

- ------------------------------------------- ---------------------------------------------------------------------
By Telephone:                               Call OppenheimerFunds Services toll-free:
                                            1.800.CALL OPP (225.5677)
- ------------------------------------------- ---------------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------------
By Mail:                                    Write to:
                                            OppenheimerFunds Services
                                            P.O. Box 5270
                                            Denver, Colorado 80217-5270
- ------------------------------------------- ---------------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------------
On the Internet:                            You can 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 Securities and Exchange Commission's Public
Reference Room in Washington, D.C. Information on the operation of the Public
Reference Room may be obtained by calling the Securities and Exchange
Commission at 1.202.551.8090. Reports and other information about the Fund are
available on the EDGAR database on the Securities and Exchange Commission's
Internet website at www.sec.gov. Copies may be obtained after payment of a
duplicating fee by electronic request at the Securities and Exchange
Commission's e-mail address: publicinfo@sec.gov or by writing to the
Securities and Exchange Commission's Public Reference Section, Washington,
D.C. 20549-0102.
No one has been authorized to provide any information about the Fund or to
make any representations about the Fund other than what is contained in this
prospectus. This prospectus is not an offer to sell shares of the Fund, nor a
solicitation of an offer to buy shares of the Fund, to any person in any state
or other jurisdiction where it is unlawful to make such an offer.


The Fund's shares are distributed by:                 [logo]    OppenheimerFunds
Distributor, Inc.
The Fund's SEC File No.: 811-07255

PR0880.001.1207
Printed on recycled paper



                           Appendix to Prospectus of
                      Oppenheimer International Bond Fund



         Graphic   material   included   in  the   prospectus   of   Oppenheimer
International  Bond Fund (the "Fund")  under the heading:  "Annual  Total Return
(Class A) (as of 12/31 each year)":

         A bar chart will be included in the  prospectus  of the Fund  depicting
the annual total returns of a  hypothetical  investment in Class A shares of the
Fund for each of the eight most recent calendar years,  without  deducting sales
charges or taxes.  Set forth below is the  relevant  data point that will appear
on the bar chart:



Year
Ended:                                Annual Total Return:



12/31/97                              2.46%
12/31/98                              -4.36%
12/31/99                              11.00%
12/31/00                              6.85%
12/31/01                              2.15%
12/31/02                              20.81%
12/31/03                              25.89%
12/31/04                              15.56%
12/31/05                              3.29%
12/31/06                              8.65%






- --------------------------------------------------------------------------------
Oppenheimer International Bond Fund
- --------------------------------------------------------------------------------

6803 South Tucson Way, Centennial, Colorado 80112
1.800.225.5677


Statement of Additional Information dated December 28, 2007



         This Statement of Additional Information is not a Prospectus. This
document contains additional information about the Fund and supplements
information in the Prospectus dated December 28, 2007. It should be read
together with the Prospectus. You can obtain the Prospectus 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...........
     The Fund's Investment Policies.............................................
     Other Investment Techniques and Strategies.................................
     Other Investment Restrictions..............................................
     Disclosure of Portfolio Holdings...........................................
How the Fund is Managed ........................................................
     Organization and History...................................................
     Board of Trustees and Oversight Committees.................................
     Trustees and Officers of the Fund..........................................
     The Manager................................................................
Brokerage Policies of the Fund..................................................
Distribution and Service Plans..................................................
Payments to Fund Intermediaries.................................................
Performance of the Fund.........................................................

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

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

Appendix A: Ratings Definitions .............................................A-1
Appendix B: Special Sales Charge Arrangements and Waivers.................... B-1



ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

         The investment objectives, 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 investment
manager, OppenheimerFunds, Inc. (the "Manager"), can select for the Fund.
Additional information is also provided about the strategies that the Fund may
use to try to achieve its objectives.

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


         In selecting securities for the Fund's portfolio, the Manager
evaluates the merits of particular securities primarily through the exercise
of its own investment analysis. For example, with respect to corporations,
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.


o      Foreign Securities. The Fund expects to invest primarily in foreign
securities. For the most part, these will be debt securities issued or
guaranteed by foreign companies or governments, including supra-national
entities. "Foreign securities" include equity and debt securities of companies
organized under the laws of countries other than the United States and debt
securities issued or guaranteed by governments other than the U.S. government
or by foreign supra-national entities. They also include securities of
companies (including those that are located in the U.S. or organized under
U.S. law) that derive a significant portion of their revenue or profits from
foreign businesses, investments or sales, or that have a significant portion
of their assets abroad. They may be traded on foreign securities exchanges or
in the foreign over-the-counter markets.

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

         Investing in foreign securities offers potential benefits not
available from investing solely in securities of domestic issuers. They
include the opportunity to invest in foreign issuers that appear to offer
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.



o        Foreign Debt Obligations. The Fund may buy debt obligations of
foreign governments and corporations. These securities 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 supranational 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.

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

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


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 due to 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; and
o        unfavorable differences between the U.S. economy and foreign
                  economies.

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

o        Special Risks of Emerging Markets. Emerging and developing markets
abroad may also offer special opportunities for 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 Manager
will consider these factors when evaluating securities in these markets,
because the selection of those securities must be consistent with the Fund's
investment objectives.


o        Currency Risk. The Fund may purchase securities denominated in
foreign currencies and in derivative instruments linked to foreign
currencies.  A change in the value of such foreign currency against the U.S.
dollar will result in a change in the U.S. dollar value of securities
denominated in or derivatives linked to that foreign currency and 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.

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 by Internal Revenue
Code ("IRC")ss.954.


         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, as
amended  (the "Investment Company Act"), 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 various countries because some foreign countries limit,
or prohibit, all direct foreign investment in the securities of companies
domiciled therein.


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

o      Debt Securities. The Fund can invest in a variety of debt securities
to seek its objectives. Foreign debt securities are subject to the risks of
foreign securities described above. In general, debt securities are also
subject to two additional types of risk: credit risk and interest rate risk.

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


         The Fund's debt investments can include investment-grade and
non-investment-grade bonds (commonly referred to as "junk bonds").
Investment-grade bonds are bonds rated at least "Baa" by Moody's Investors
Service, Inc. ("Moody's"), or at least "BBB" by Standard & Poor's Ratings
Services ("Standard & Poor's") or Fitch, Inc., ("Fitch") or have comparable
ratings by another nationally recognized statistical rating organization.


         In making investments in debt securities, the Manager may rely to
some extent on the ratings of ratings organizations or it may use its own
research to evaluate a security's credit-worthiness. If the securities are
unrated, to be considered part of the Fund's holdings of investment-grade
securities, they must be judged by the Manager to be of comparable quality to
bonds rated as investment grade by a rating organization.

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

         Fluctuations in the market value of fixed-income securities after the
Fund buys them will not affect the interest payable on those securities, nor
the cash income from them.  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        Special Risks of Lower-Grade Securities. The Fund can invest without
limit in lower-grade debt securities, if the Manager believes it is consistent
with the Fund's objectives. Because lower-rated securities tend to offer
higher yields than investment grade securities, the Fund may invest in lower
grade securities if the Manager is trying to achieve greater income. In some
cases, the appreciation possibilities of lower-grade securities may be a
reason they are selected for the Fund's portfolio. However, these investments
will be made only when consistent with the Fund's overall goal of total return.

         "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, or similar ratings by other rating
organizations. If they are unrated, and are determined by the Manager to be of
comparable quality to debt securities rated below investment grade, they are
considered part of the Fund's portfolio of lower-grade securities.  The Fund
can invest in securities rated as low as "C" or "D" or which may be in default
at the time the Fund buys them.


         Some of the special credit risks of lower-grade securities are
discussed below. 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 risk of foreign investing discussed in the Prospectus
and in this SAI.


         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 are investment grade and are not regarded as junk bonds, those
securities may be subject to special risks, and have some speculative
characteristics. A description of the debt security ratings categories of the
principal rating organizations is included in Appendix A to this SAI.

o      Derivatives.  The Fund can invest in a variety of derivative
investments, including "structured" notes, swaps, options, forward contracts
and futures contracts, to seek income or for hedging purposes. The use of
derivatives requires special skills and knowledge of investment techniques
that are different than what is required for normal portfolio management.  If
the Manager uses a derivative instrument at the wrong time or judges market
conditions incorrectly, the use of derivatives may reduce the Fund's return.


         Although it is not obligated to do so, the Fund can use derivatives
to hedge.  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, 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.  Covered calls may also
                  be used to increase the Fund's income, but the Manager does
                  not expect to engage extensively in that practice.

         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 strategies the Fund can use are described below.  The
Fund may employ new hedging strategies when they are developed, if those
investment methods are consistent with the Fund's investment objectives and
are permissible under applicable regulations governing the Fund.

o        "Structured" Notes. The Fund can invest in "structured" notes, which
are specially-designed derivative debt investments whose principal payments or
interest payments are linked to the value of an underlying asset, such as an
equity or debt security, currency, or commodity, or non-asset reference, such
as an interest rate or index. The terms of the instrument may be "structured"
by the purchaser (the Fund) and the borrower issuing the note.

              The values of these notes will fall or rise in response to
changes in the values of the underlying asset or reference and the Fund might
receive less principal or interest if the underlying asset or reference does
not perform as anticipated.  In some cases, these notes may pay an amount
based on a multiple of the relative change in value of the asset or
reference.  This type of note offers the potential for increased income or
principal payments but at a greater risk of loss than a typical debt security
of the same maturity and credit quality.

              The values of these notes are also subject to both credit risk
(if the counterparty fails to meet its obligations) and interest rate risk and
therefore the Fund could receive more or less than it originally invested when
a note matures.  The prices of these notes may be very volatile and they may
have a limited trading market, making it difficult for the Fund to value them
or sell them at an acceptable price.

o        Swaps.  The Fund may enter into swap agreements, including interest
rate, total return, credit default and volatility swaps.  Swap agreements are
two-party contracts entered into primarily by institutional investors for a
specified period of time typically ranging from a few weeks to more than one
year.  In a standard swap transaction, two parties agree to exchange the
returns (or the difference between the returns) earned or realized on a
particular asset, such as an equity or debt security, commodity or currency,
or non-asset reference, such as an interest rate or index.  The swapped
returns are generally calculated with respect to a notional amount, that is,
the return on a particular dollar amount invested in the underlying asset or
reference.  The Fund may enter into a swap agreement to, among other reasons,
gain exposure to certain markets in the most economical way possible, protect
against currency fluctuations, or reduce risk arising from ownership of a
particular security or instrument.  The Fund will identify liquid assets on
the Fund's books (such as cash or U.S. government securities) to cover any
amounts it could owe under swaps that exceed the amounts it is entitled to
receive, and it will adjust that amount daily, as needed.

         The Fund may enter into swap transactions with certain counterparties
pursuant to master netting agreements. A master netting agreement provides
that all swaps done between the Fund and that counterparty shall be regarded
as parts of an integral agreement. If amounts are payable on a particular date
in the same currency in respect of more than one swap transaction, the amount
payable shall be the net amount. In addition, the master netting agreement may
provide that if one party defaults generally or on any swap, the counterparty
can terminate all outstanding swaps with that party.

         The use of swap agreements by the Fund entails certain risks. The
swaps market is generally unregulated.  There is no central exchange or market
for swap transactions and therefore they are less liquid investments than
exchange-traded instruments and may be considered illiquid by the Fund.  Swap
agreements entail credit risk arising from the possibility that the
counterparty will default.  If the counterparty defaults, the Fund's loss will
consist of the net amount of contractual payments that the Fund has not yet
received.  The Manager will monitor the creditworthiness of counterparties to
the Fund's swap transactions on an ongoing basis. The Fund's successful use of
swap agreements is dependent upon the Manager's ability to predict correctly
whether certain types of investments are likely to produce greater returns
than other investments.  Swap agreements may effectively add leverage to the
Fund's portfolio because the Fund would be subject to investment exposure on
the notional amount of the swap.

o        Interest Rate Swaps.  The Fund may enter into interest rate swaps. In
an interest rate swap, the Fund and another party exchange their right to
receive or their obligation to pay interest on a security. For example, they
might swap the right to receive floating rate payments for fixed rate
payments.  There is a risk that, based on movements of interest rates, the
payments made by the Fund under a swap agreement will be greater than the
payments it receives.

o        Total Return Swaps.  The Fund may enter into total return swaps,
under which one party agrees to pay the other the total return of a defined
underlying asset, such as a security or basket of securities, or non-asset
reference, such as a securities index, during the specified period in return
for periodic payments based on a fixed or variable interest rate or the total
return from different underlying assets or references.  Total return swaps
could result in losses if the underlying asset or reference does not perform
as anticipated by the Manager.

o        Credit Default Swaps. The Fund may enter into credit default swaps.
A credit default swap enables an investor to buy or sell protection against a
credit event, such as an issuer's failure to make timely payments of interest
or principal, bankruptcy or restructuring.  The Fund may seek to enhance
returns by selling protection or attempt to mitigate credit risk by buying
protection against the occurrence of a credit event by a specified issuer.
The Fund may enter into credit default swaps, both directly ("unfunded swaps")
and indirectly ("funded swaps") in the form of a swap embedded within a
structured security. Unfunded and funded credit default swaps may refer to a
single security or on a basket of securities.

         If the Fund buys credit protection using a credit default swap and a
credit event occurs, the Fund will deliver the defaulted bonds underlying the
swap and the swap counterparty will pay the par amount of the bonds.  If the
Fund sells credit protection using a credit default swap and a credit event
occurs, the Fund will pay the par amount of the defaulted bonds underlying the
swap and the swap counterparty will deliver the bonds.  If the swap is on a
basket of securities, the notional amount of the swap is reduced by the par
amount of the defaulted bonds, and the fixed payments are then made on the
reduced notional amount.

         Risks of credit default swaps include counterparty credit risk (if
the counterparty fails to meet its obligations) and the risk that the Fund
will not properly assess the cost of the instrument based on the lack of
transparency in the market.  If the Fund is selling credit protection, there
is a risk that a credit event will occur and that the Fund will have to pay
par value on defaulted bonds.  If the Fund is buying credit protection, there
is a risk that no credit event will occur and the Fund will receive no benefit
for the premium paid.  In addition, if the Fund is buying credit protection
and a credit event does occur, there is a risk when the Fund does not own the
underlying security, that the Fund will have difficulty acquiring the bond on
the open market and may receive adverse pricing.

o        Volatility Swap Contracts.  The Fund may enter into a volatility
swaps to hedge the direction of volatility in a particular asset or non-asset
reference, or for other non-speculative purposes.  For volatility swaps,
counterparties agree to buy or sell volatility at a specific level over a
fixed period.  Volatility swaps are subject to credit risks (if the
counterparty fails to meet its obligations), and the risk that the Manager is
incorrect in forecasts of volatility of the underlying asset or reference.


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


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

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

         An interest rate future obligates the seller to deliver (and the
purchaser to take) cash or a specified type of debt security to settle the
futures transaction. Either party could also enter into an offsetting contract
to close out the position.

         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 payment 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 are effected through a
clearinghouse associated with the exchange on which the contracts are traded.

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

o        Writing Covered Call Options.  The Fund may write (that is, sell)
covered calls. If the Fund sells a call option, it must be covered.  That
means the Fund must own the security subject to the call while the call is
outstanding, or the call may be covered by identifying liquid assets on the
Fund's books to enable the Fund to satisfy its obligations if the call is
exercised.

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

         When the Fund writes a call on an index, it receives cash (a
premium).  If the buyer of the call exercises it, the Fund will pay an amount
of cash equal to the difference between the closing price of the call and the
exercise price, multiplied by 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.

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

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

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

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

o        Writing Put Options.  The Fund can sell put options on securities,
broadly-based securities indices, foreign currencies, options on commodities
indices and futures. A put option on securities gives the purchaser the right
to sell, and the writer the obligation to buy, the underlying investment at
the exercise price during the option period.

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

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

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

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

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

o        Purchasing Calls and Puts.  The Fund can purchase calls only on
securities, broadly-based securities indices, foreign currencies, options on
commodities indices and futures. It may do so to protect against the
possibility that the Fund's portfolio will not participate in an anticipated
rise in the securities market. When the Fund buys a call (other than in a
closing purchase transaction), it pays a premium. The Fund then has the right
to buy the underlying investment from a seller of a corresponding call on the
same investment during the call period at a fixed exercise price.

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

         The Fund can buy puts only on securities, broadly-based securities
indices, foreign currencies, options on commodities indices and futures,
whether or not it owns the underlying investment. When the Fund purchases a
put, it pays a premium and, except as to puts on indices, has the right to
sell the underlying investment to a seller of a put on a corresponding
investment during the put period at a fixed exercise price.

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

         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.

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

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

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

         The Fund could write a call on a foreign currency to provide a hedge
against a decline in the U.S. dollar value of a security which the Fund owns
or has the right to acquire and which is denominated in the currency
underlying the option. That decline might be one that occurs due to an
expected adverse change in the exchange rate. In those circumstances, the Fund
covers the option by maintaining cash, U.S. government securities or other
liquid, high grade debt securities in an amount equal to the exercise price of
the option, in an identified account with the Fund's custodian bank.

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

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

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

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

         An option position may be closed out only on a market that provides
secondary trading for options of the same series, and there is no assurance
that a liquid secondary market will exist for any particular option.  The Fund
might experience losses if it could not close out a position because of an
illiquid market for the future or option.  There is a risk in using short
hedging by selling futures or purchasing puts on broadly-based indices or
futures to attempt to protect against declines in the value of the Fund's
portfolio securities. The risk is that the prices of the futures or the
applicable index will correlate imperfectly with the behavior of the cash
prices of the Fund's securities.  For example, it is possible that while the
Fund has used derivative instruments in a short hedge, the market might
advance and the value of the securities held in the Fund's portfolio might
decline. If that occurred, the Fund would lose money on the derivative
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 derivative 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 derivative 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 derivative 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 hedge position 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 for investment purposes or for hedging
purposes, to "lock in" the U.S. dollar price of a security denominated in a
foreign currency that the Fund has bought or sold or to protect against
possible losses from changes in the relative values of the U.S. dollar and a
foreign currency.  The Fund may also use "cross-hedging" where the Fund hedges
against changes in currencies other than the currency in which a security it
holds is denominated.

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

         The Fund may use forward contracts for investment purposes, for
example to create synthetic positions in foreign debt securities.  The Fund
may also 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 might 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 a foreign currency might suffer a substantial decline
against the U.S. dollar, it might 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 could suffer a substantial decline against
a foreign currency, it could enter into a forward contract to buy that foreign
currency for a fixed dollar amount.  Alternatively, the Fund could enter into
a forward contract to sell a different foreign currency for a fixed U.S.
dollar amount if the Fund believes that the U.S. dollar value of the foreign
currency to be sold pursuant to its forward contract will fall whenever there
is a decline in the U.S. dollar value of the currency in which portfolio
securities of the Fund are denominated. That is referred to as a "cross
hedge."

         The Fund will cover its short positions in these cases by segregating
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 Manager might decide
to sell the security and deliver foreign currency to settle the original
purchase obligation. If the market value of the security is less than the
amount of foreign currency the Fund is obligated to deliver, the Fund might
have to purchase additional foreign currency on the "spot" (that is, cash)
market to settle the security trade. If the market value of the security
instead exceeds the amount of foreign currency the Fund is obligated to
deliver to settle the trade, the Fund might have to sell on the spot market
some of the foreign currency received upon the sale of the security. There
will be additional transaction costs on the spot market in those cases. The
projection of short-term currency market movements is extremely difficult, and
the successful execution of a short-term hedging strategy is highly
uncertain.  Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing the Fund to sustain losses
on these contracts and to pay additional transactions costs. The use of
forward contracts in this manner might reduce the Fund's performance if there
are unanticipated changes in currency prices to a greater degree than if the
Fund had not entered into such contracts.

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

         The costs to the Fund of engaging in forward contracts 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 Certain Derivative Instruments.  The
Commodities Futures Trading Commission (the "CFTC") recently 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 Statement
of Additional Information.

         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).  The exchanges also impose position
limits on futures transactions.  An exchange may order the liquidation of
positions found to be in violation of those limits and may impose certain
other sanctions.

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

o        Tax Aspects of Certain Derivative 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.


Other Investment Techniques and Strategies. In seeking its objectives, 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.

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

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

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

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

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

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

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

o        Mortgage-Related U.S. Government Securities. These include interests
in pools of residential or commercial mortgages, in the form of collateralized
mortgage obligations ("CMOs") and other "pass-through" mortgage securities.
CMOs that are U.S. government securities have collateral to secure payment of
interest and principal. They may be issued in different series with different
interest rates and maturities. The collateral is either in the form of
mortgage pass-through certificates issued or guaranteed by a U.S. agency or
instrumentality or
mortgage loans insured by a U.S. government agency. The Fund can have
significant amounts of its assets invested in mortgage related U.S. government
securities.

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

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

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

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

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

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

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

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

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

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

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

         The value of an asset-backed security is affected by changes in the
market's perception of the asset backing the security, the creditworthiness of
the servicing agent for the loan pool, the originator of the loans, or the
financial institution providing any credit enhancement, and is also affected
if any credit enhancement has been exhausted. The risks of investing in
asset-backed securities are ultimately related to payment of consumer loans by
the individual borrowers. As a purchaser of an asset-backed security, the Fund
would generally have no recourse to the entity that originated the loans in
the event of default by a borrower. The underlying loans are subject to
prepayments, which may shorten the weighted average life of asset-backed
securities and may lower their return, in the same manner as in the case of
mortgage-backed securities and CMOs, described above. Unlike mortgage-backed
securities, asset-backed securities typically do not have the benefit of a
security interest in the underlying collateral.

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

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

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

         When such transactions are negotiated, the price (which is generally
expressed in yield terms) is fixed at the time the commitment is made.
Delivery and payment for the securities take place at a later date.  The
securities are subject to change in value from market fluctuations during the
period until settlement. The value at delivery may be less than the purchase
price. For example, changes in interest rates in a direction other than that
expected by the Manager before settlement will affect the value of such
securities and may cause a loss to the Fund. During the period between
purchase and settlement, no payment is made by the Fund to the issuer and no
interest accrues to the Fund from the investment.  No income begins to accrue
to the Fund on a when-issued security until the Fund receives the security at
settlement of the trade.

         The Fund will engage in when-issued transactions to secure what the
Manager 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 Manager considers to be
advantageous.

         When the Fund engages in when-issued and delayed-delivery
transactions, it does so for the purpose of acquiring or selling securities
consistent with its investment objectives and policies 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 values.  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.

o      Participation Interests.  The Fund may invest in participation
interests, subject to the Fund's limitation on investments in illiquid
investments.  A participation interest is an undivided interest in a loan made
by the issuing financial institution in the proportion that the buyers
participation interest bears to the total principal amount of the loan.  The
issuing financial institution may have no obligation to the Fund other than to
pay the Fund the proportionate amount of the principal and interest payments
it receives.

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

o      Repurchase Agreements. The Fund may acquire securities subject to
repurchase agreements. It may do so for liquidity purposes to meet anticipated
redemptions of Fund shares, or pending the investment of the proceeds from
sales of Fund shares, or pending the settlement of portfolio securities
transactions, or for temporary defensive purposes, as described below.

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

         The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Fund's limits on holding illiquid investments. The Fund will
not enter into a repurchase agreement that causes more than 15% of its net
assets to be subject to repurchase agreements having a maturity beyond seven
days. There is no limit on the amount of the Fund's net assets that may be
subject to repurchase agreements having maturities of seven days or less.

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

         Pursuant to an Exemptive Order issued by the Securities and Exchange
Commission (the "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      Illiquid and Restricted Securities.  Under the policies and
procedures established by the Fund's Board of Trustees, the Manager determines
the liquidity of certain of the Fund's investments. To enable the Fund to sell
its holdings of a restricted security not registered under the Securities Act
of 1933, the Fund may have to cause those securities to be registered.  The
expenses of registering restricted securities may be negotiated by the Fund
with the issuer at the time the Fund buys the securities. When the Fund must
arrange registration because the Fund wishes to sell the security, a
considerable period may elapse between the time the decision is made to sell
the security and the time the security is registered so that the Fund could
sell it. The Fund would bear the risks of any downward price fluctuation
during that period.

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

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

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


o      Investments in Equity Securities. Under normal market conditions the
Fund can invest up to 20% of its net assets in securities other than debt
securities, including equity securities of both foreign and U.S. companies.
However, it does not anticipate investing significant amounts of its assets in
these securities as part of its normal investment strategy. Equity securities
include common stocks, preferred stocks, rights and warrants, and securities
convertible into common stock. The Fund's investments can include stocks of
companies in any market capitalization range, if the Manager believes the
investment is consistent with the Fund's objectives of total return and
income. Certain equity securities may be selected not only for their
appreciation possibilities but because they may provide dividend income.

o        Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. To the extent that the Fund
invests in equity securities, the value of the Fund's portfolio will be
affected by changes in the stock markets. Market risk can affect the Fund's
net asset values per share, which will fluctuate as the values of the Fund's
portfolio securities change.  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 can invest in securities of large companies and
mid-size companies, but may also buy stocks of small companies, which may have
more volatile stock prices than large companies.

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

         While some convertible securities are a form of debt security, in
many cases their conversion feature (allowing conversion into equity
securities) causes them to be regarded by the Manager more as "equity
equivalents."  As a result, the rating assigned to the security has less
impact on the Manager's investment decision than in the case of
non-convertible fixed income securities.

         To determine whether convertible securities should be regarded as
"equity equivalents," the Manager examines 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.

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.

o      Loans of Portfolio Securities.  The Fund may lend its portfolio
securities pursuant to the Securities Lending Agreement (the "Securities
Lending Agreement") with JPMorgan 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), in which the Fund is permitted to
invest.  To be acceptable as collateral, letters of credit must obligate
a bank to pay to JPMorgan 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 JPMorgan 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. JPMorgan 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 JPMorgan 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.

o      Borrowing for Leverage.  The fund may borrow for leverage as
described below under "Investment Restrictions." The Fund will pay
interest on these loans, and that interest expense will raise the overall
expenses of the Fund and reduce its returns. If it does borrow, its
expenses will be greater than comparable funds that do not borrow for
leverage. Additionally, the Fund's net asset values per share might
fluctuate more than that of funds that do not borrow. Currently, the Fund
does not contemplate using this technique in the next year but if it does
so, it will not likely be to a substantial degree. Borrowing may entail
"leverage," and may be 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 be to sell a portion of its
investment 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      Bank Obligations and Securities That Are Secured By Them.  The Fund
can invest in bank obligations, including time deposits, certificates of
deposit, and bankers' acceptances. They must be either obligations of a
domestic bank with total assets of at least $1 billion or obligations of a
foreign bank with total assets of at least U.S. $1 billion. The Fund may also
invest in instruments secured by bank obligations (for example, debt which is
guaranteed by the bank). For purposes of this policy, the term "bank" includes
commercial banks, savings banks, and savings and loan associations that may or
may not be members of the Federal Deposit Insurance Corporation.

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

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


o      Temporary Defensive and Interim Investments.  When market, economic
or political conditions are unstable, or the Manager 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 invest cash received from the sale of
other portfolio securities. The Fund can buy:

o        high quality, short term money market instruments, including those
                  issued by the U.S Treasury or other government obligations
                  issued or guaranteed by the U. S. government or its
                  instrumentalities or agencies,

o        commercial paper (short-term, unsecured, promissory notes of domestic
                  or foreign companies) rated in the three top rating
                  categories of a nationally recognized rating organization,
o        short-term debt obligations of corporate issuers, rated investment
                  grade (rated at least Baa by Moody's or at least BBB by
                  Standard & Poor's, or a comparable rating by another rating
                  organization), or unrated securities judged by the Manager
                  to have a comparable quality to rated securities in those
                  categories,
o        certificates of deposit and bankers' acceptances of domestic and
                  foreign banks and savings and loan associations, having
                  total assets in excess of $1 billion, 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.

o      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,
and the following additional limitation: the Fund can not invest in the
securities of other registered investment companies or registered unit
investment trusts in reliance on sub-paragraph (F) or (G) of section 12(d)(1)
of the Investment Company Act.  For example, the Fund can invest in
Exchange-Traded Funds, which are typically open-end funds or unit investment
trusts, listed on a stock exchange.  The Fund might do so as a way of gaining
exposure to the segments of the equity or fixed-income markets represented by
the Exchange-Traded Funds' portfolio, at times when the Fund may not be able
to buy those portfolio securities directly. Investing in another investment
company may involve the payment of substantial premiums above the value of
such investment company's portfolio securities and is subject to limitations
under the Investment Company Act.  The Fund does not intend to invest in other
investment companies unless the Manager believes that the potential benefits
of the investment justify the payment of any premiums or sales charges.  As a
shareholder of an investment company, the Fund would be subject to its ratable
share of that investment company's expenses, including its advisory and
administration expenses.  The Fund does not anticipate investing a substantial
amount of its net assets in shares of other investment companies.

o      Event-Linked Bonds. The Fund may invest in "event-linked" bonds.
Event-linked bonds, which are sometimes referred to as "catastrophe" bonds,
are fixed income securities for which the return of principal and payment of
interest is contingent on the non-occurrence of a specific trigger event, such
as a hurricane, earthquake, or other occurrence that leads to physical or
economic loss.  In some cases, the trigger event will not be deemed to have
occurred unless the event is of a certain magnitude (based on scientific
readings) or causes a certain measurable amount of loss to the issuer, a
particular industry group or a reference index.  If the trigger event occurs
prior to maturity, the Fund may lose all or a portion of its principal and
additional interest. The Fund may also invest in similar bonds where the Fund
may lose all or a portion of its principal and additional interest if the
mortality rate in a geographic area exceeds a stated threshold prior to
maturity whether or not a particular catastrophic event has occurred.

Event-linked bonds may be issued by government agencies, insurance companies,
reinsurers, and financial institutions, among other issuers, or special
purpose vehicles associated with the foregoing.  Often event-linked bonds
provide for extensions of maturity in order to process and audit loss claims
in those cases when a trigger event has occurred or is likely to have
occurred.  An extension of maturity may increase a bond's volatility.

Event-linked bonds may expose the Fund to certain other risks, including
issuer default, adverse regulatory or jurisdictional interpretations,
liquidity risk and adverse tax consequences.  Lack of a liquid market may
result in higher transaction costs and the possibility that the Fund may be
forced to liquidate positions when it would not be advantageous to do so.
Event-linked bonds are typically rated by one or more nationally recognized
statistical rating organization and the Fund will only invest in event-linked
bonds that meet the credit quality requirements for the Fund.


o      Portfolio Turnover.  "Portfolio turnover" describes the rate at which
the Fund traded its portfolio securities during its last fiscal year.  For
example, if a fund sold all of its securities during the year, its portfolio
turnover rate would have been 100%. The Fund's portfolio turnover rate will
fluctuate from year to year, and the Fund may have a portfolio turnover rate
of more than 250% annually.

         Increased portfolio turnover creates higher brokerage and transaction
costs for the Fund, which may reduce its overall performance. Additionally,
the realization of capital gains from selling portfolio securities may result
in distributions of taxable capital gains to shareholders, since the Fund will
normally distribute all of its capital gains realized each year, to avoid
excise taxes under the Internal Revenue Code.


Other Investment Restrictions

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

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

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

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

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

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

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

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

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

o      Does the Fund Have Additional Restrictions That Are Not "Fundamental"
Policies? The Fund has an additional operating policy which is stated below,
that is not "fundamental," and which can be changed by the Board of Trustees
without shareholder approval.

o        The Fund cannot invest in the securities of other registered
investment companies or registered unit investment trusts in reliance on
sub-paragraph (F) or (G) of section 12(d)(1) of the Investment Company Act.


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


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

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

      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 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.


o        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 its semi-annual report to
                  shareholders, its annual report to shareholders, or its
                  Statements of Investments on Form N-Q. Those documents are
                  publicly available at the SEC. In addition, the top 20
                  month-end holdings may be posted on the OppenheimerFunds'
                  website at www.oppenheimerfunds.com (select the Fund's name
                  under the "View Fund Information for:" menu) with a 15-day
                  lag.  The Fund may release a more restrictive list of
                  holdings (e.g., the top five or top 10 portfolio holdings)
                  or may release no holdings if that is in the best interests
                  of the Fund and its shareholders.  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.


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


      Except under special limited circumstances discussed below, month-end
      lists of the 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;
o        Senior officers (a Senior Vice President or above) in the Manager's
                  Portfolio and Legal departments must approve the completed
                  request for release of Fund portfolio holdings; and
o        The third-party recipient must sign the Manager's portfolio holdings
                  non-disclosure agreement before receiving the data, agreeing
                  to keep information that is not publicly available regarding
                  the 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 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 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, Financial
                  Industry Regulatory Authority ("FINRA") formerly known as
                  the NASD, state securities regulators, and/or foreign
                  securities authorities, including without limitation
                  requests for information in inspections or for position
                  reporting purposes),

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

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


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


      The Chief Compliance Officer (the "CCO") of the Fund and the Manager,
      Distributor, and Transfer Agent shall oversee the compliance by the
      Manager, 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 Fund 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 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:



ABG Securities                           Fortis Securities                     Pacific Crest Securities

ABN AMRO                                 Fox-Pitt, Kelton                      Pacific Growth Equities

AG Edwards                               Friedman, Billing, Ramsey             Petrie Parkman
American Technology Research             Fulcrum Global Partners               Pictet
Auerbach Grayson                         Garp Research                         Piper Jaffray Inc.
Banc of America Securities               George K Baum & Co.                   Prager Sealy & Co.
Barclays                                 Goldman Sachs                         Prudential Securities
Bear Stearns                             HSBC                                  Ramirez & Co.
Belle Haven                              ING Barings                           Raymond James
Bloomberg                                ISI Group                             RBC Capital Markets
BNP Paribas                              ITG                                   RBC Dain Rauscher
BS Financial Services                    Janney Montgomery                     Research Direct
Buckingham Research Group                Jefferies                             Reuters
Caris & Co.                              JP Morgan Securities                  Robert W. Baird
CIBC World Markets                       JPP Eurosecurities                    Roosevelt & Cross
Citigroup Global Markets                 Keefe, Bruyette & Woods               Russell
Collins Stewart                          Keijser Securities                    Ryan Beck & Co.
Craig-Hallum Capital Group LLC           Kempen & Co. USA Inc.                 Sanford C. Bernstein
Credit Agricole Cheuvreux N.A. Inc.      Kepler Equities/Julius Baer Sec       Scotia Capital Markets
Credit Suisse                            KeyBanc Capital Markets               Societe Generale
Cowen & Company                          Leerink Swan                          Soleil Securities Group
Daiwa Securities                         Lehman Brothers                       Standard & Poors
Davy                                     Loop Capital Markets                  Stifel Nicolaus
Deutsche Bank Securities                 MainFirst Bank AG                     Stone & Youngberg
Dresdner Kleinwort Wasserstein           Makinson Cowell US Ltd                SWS Group
Emmet & Co                               Maxcor Financial                      Taylor Rafferty
Empirical Research                       Merrill Lynch                         Think Equity Partners
Enskilda Securities                      Midwest Research                      Thomson Financial
Essex Capital Markets                    Mizuho Securities                     Thomas Weisel Partners
Exane BNP Paribas                        Morgan Stanley                        UBS
Factset                                  Morningstar                           Wachovia Securities
Fidelity Capital Markets                 Natexis Bleichroeder                  Wescott Financial
Fimat USA Inc.                           Ned Davis Research Group              William Blair
First Albany                             Nomura Securities                     Yieldbook
Fixed Income Securities




How the Fund is Managed

Organization and History. The Fund is an open-end, non-diversified management
investment company with an unlimited number of authorized shares of beneficial
interest.  The Fund was organized as a Massachusetts business trust in March
1995.

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

         The Fund currently has five classes of shares: Class A, Class B,
Class C, Class N and Class Y. All classes invest in the same investment
portfolio. Only retirement plans may purchase Class N shares.Only certain
institutional investors may purchase Class Y shares. Each class of shares:

o        has its own dividends and distributions,
o        pays certain expenses which may be different for the different
              classes,
o        will generally have a different net asset value,
o        will generally have separate voting rights on matters in which
              interests of one class are different from interests of another
              class, and
o        votes as a class on matters that affect that class alone.

         Shares are freely transferable, and each share of each class has one
vote at shareholder meetings, with fractional shares voting proportionally, on
matters submitted to 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.

o      Meetings of Shareholders. As a Massachusetts business trust, the Fund
  is not required to hold, and does not plan to hold, regular annual meetings
  of shareholders, but may hold shareholder meetings from time to time on
  important matters or when required to do so by the Investment Company Act or
  other applicable law. Shareholders have the right, upon a vote or
  declaration in writing of two-thirds of the outstanding shares of the Fund,
  to remove a Trustee or to take other action described in the Fund's
  Declaration of Trust.

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

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

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

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


         The Board of Trustees has an Audit Committee, a Review Committee and a
Governance Committee. Each committee is comprised solely of Trustees who are not
"interested persons" under the Investment Company Act (the "Independent
Trustees"). The members of the Audit Committee are Edward L. Cameron (Chairman),
George C. Bowen, Robert J. Malone and F. William Marshall, Jr. Effective January
1, 2008, George C. Bowen will replace Edward L. Cameron as Chairman of the Audit
Committee. The Audit Committee held 7 meetings during the Fund's fiscal year
ended September 30, 2007. 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 Auditors regarding the Fund's internal accounting
procedures and controls; (iii) reviewing reports from the Manager's Internal
Audit Department; (iv)  reviewing certain reports from and meet periodically
with the Funds' Chief Compliance Officer; (v) maintaining a separate line of
communication between the Fund's independent Auditors and the Independent
Trustees; (vi) reviewing the independence of the Fund's independent Auditors;
and (vii) 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 Review Committee is comprised solely of Independent Trustees. The
members of the Review Committee are Sam Freedman (Chairman), Jon S. Fossel and
Beverly L. Hamilton. The Review Committee held 5 meetings during the Fund's
fiscal year ended September 30, 2007. Among other duties, as set forth in the
Review Committee's Charter, the Review Committee reports and makes
recommendations to the Board concerning the fees paid to the Fund's transfer
agent and the Manager and the services provided to the Fund by the transfer
agent and the Manager. The Review Committee also reviews the adequacy of the
Fund's Codes of Ethics, the Fund's investment performance as well as the policies
and procedures adopted by the Fund to comply with the Investment Company Act and
other applicable law.

         The Governance Committee is comprised solely of Independent Trustees.
The members of the Governance Committee are Robert J. Malone (Chairman),
William Armstrong, Beverly L. Hamilton and F. William Marshall, Jr. Effective
January 1, 2008, Edward L. Cameron will join the Governance Committee. The
Governance Committee held 2 meetings during the Fund's fiscal year ended
September 30, 2007. The Governance Committee has adopted a charter setting
forth its duties and responsibilities. Among other duties, the Governance
Committee reviews and oversees the Fund's governance guidelines and the
nomination of Trustees, including Independent Trustees. The Governance
Committee has adopted a process for shareholder submission of nominees for
board positions. Shareholders may submit names of individuals, accompanied by
complete and properly supported resumes, for the Governance Committee's
consideration by mailing such information to the Governance Committee in care
of the Fund. The Governance Committee may consider such persons at such time
as it meets to consider possible nominees. The Governance Committee, however,
reserves sole discretion to determine which candidates for Trustees and
Independent Trustees it will recommend to the Board and/or shareholders and it
may identify candidates other than those submitted by Shareholders. The
Governance Committee may, but need not, consider the advice and recommendation
of the Manager and/or its affiliates in selecting nominees. The full Board
elects new Trustees except for those instances when a shareholder vote is
required.


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

Trustees and Officers of the Fund. Except for Mr. Murphy, each of the Trustees
is an Independent Trustee. All of the Trustees are also trustees or directors
of the following Oppenheimer/Centennial funds (referred to as "Board II
Funds"):


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


         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, Steinmetz, 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 II Funds. As of
December 4, 2007 the Trustees 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 Board II Funds. In
addition, none of the Independent Trustees (nor any of their immediate family
members) owns securities of either the Manager or the Distributor, or of any
entity directly or indirectly controlling, controlled by or under common
control with the Manager or the Distributor, of the Board II Funds.


         Biographical Information. The Trustees 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
Trustee's beneficial share ownership in the Fund and in all of the registered
investment companies that the Trustee oversees in the Oppenheimer family of
funds ("Supervised Funds"). The address of each Trustee in the chart below is
6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each Trustee serves for
an annual term, or until his or her resignation, retirement, death or removal.

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

                                                                                                         As of December 31, 2006

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

William L. Armstrong,          President, Colorado Christian University (since 2006); Chairman,     None               Over $100,000
Chairman of the Board of       Cherry Creek Mortgage Company (since 1991), Chairman, Centennial
Trustees since 2003, Trustee   State Mortgage Company (since 1994), Chairman,The El Paso Mortgage
since 1999                     Company (since 1993); Chairman, Ambassador Media Corporation
Age: 70                        (since 1984); Chairman, Broadway Ventures (since 1984); Director
                               of Helmerich & Payne, Inc. (oil and gas drilling/production
                               company) (since 1992), Campus Crusade for Christ (non-profit)
                               (since 1991); Former Director, The Lynde and Harry Bradley
                               Foundation, Inc. (non-profit organization) (2002-2006); former
                               Chairman of: Transland Financial Services, Inc. (private mortgage
                               banking company) (1997-2003), Great Frontier Insurance
                               (1995-2000), Frontier Real Estate, Inc. (residential real estate
                               brokerage) (1994-2000) and Frontier Title (title insurance agency)
                               (1995-2000); former Director of the following: UNUMProvident
                               (insurance company) (1991-2004), Storage Technology Corporation
                               (computer equipment company) (1991-2003) and International Family
                               Entertainment (television channel) (1992-1997); U.S. Senator
                               (January 1979-January 1991). Oversees 39 portfolios in the
                               OppenheimerFunds complex.

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

George C. Bowen,               Assistant Secretary and Director of Centennial Asset Management      $50,001-$100,000   Over $100,000
Trustee since 1998             Corporation (December 1991-April 1999); President, Treasurer and
Age: 71                        Director of Centennial Capital Corporation (June 1989-April 1999);
                               Chief Executive Officer and Director of MultiSource Services, Inc.
                               (March 1996-April 1999); Mr. Bowen held several positions with the
                               Manager and with subsidiary or affiliated companies of the Manager
                               (September 1987-April 1999). Oversees 39 portfolios in the
                               OppenheimerFunds complex.

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

Edward L. Cameron,             Member of The Life Guard of Mount Vernon (George Washington          None               Over $100,000
Trustee since 1999             historical site) (June 2000 - May 2006); Partner of
Age: 69                        PricewaterhouseCoopers LLP (accounting firm) (July 1974-June
                               1999); Chairman of Price Waterhouse LLP Global Investment
                               Management Industry Services Group (financial services firm) (July
                               1994-June 1998). Oversees 39 portfolios in the OppenheimerFunds
                               complex.

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

Jon S. Fossel,                 Director of UNUMProvident (insurance company) (since June 2002);     $10,001-$50,000    Over $100,000
Trustee since 1995             Director of Northwestern Energy Corp. (public utility corporation)
Age: 65                        (since November 2004); Director of P.R. Pharmaceuticals (October
                               1999-October 2003); Director of Rocky Mountain Elk Foundation
                               (non-profit organization) (February 1998-February 2003 and since
                               February 2005); Chairman and Director (until October 1996) and
                               President and Chief Executive Officer (until October 1995) of the
                               Manager; President, Chief Executive Officer and Director of the
                               following: Oppenheimer Acquisition Corp. ("OAC") (parent holding
                               company of the Manager), Shareholders Services, Inc. and
                               Shareholder Financial Services, Inc. (until October 1995).
                               Oversees 39 portfolios in the OppenheimerFunds complex.

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

Sam Freedman,                  Director of Colorado Uplift (charitable organization) (since         $10,001-$50,000    Over $100,000
Trustee since 1996             September 1984). Mr. Freedman held several positions with the
Age: 67                        Manager and with subsidiary or affiliated companies of the Manager
                               (until October 1994). Oversees 39 portfolios in the
                               OppenheimerFunds complex.

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

Beverly L. Hamilton,           Trustee of Monterey Institute for International Studies              None               None
Trustee since 2002             (educational organization) (since February 2000); Board Member of
Age: 61                        Middlebury College (educational organization) (since December
                               2005); Director of The California Endowment (philanthropic
                               organization) (since April 2002); Director (February 2002-2005)
                               and Chairman of Trustees (since 2006) of the Community Hospital of
                               Monterey Peninsula; Director (October 1991-2005) and Vice Chairman
                               (since 2006) of American Funds' Emerging Markets Growth Fund, Inc.
                               (mutual fund); President of ARCO Investment Management Company
                               (February 1991-April 2000); Member of the investment committees of
                               The Rockefeller Foundation (since 2001) and The University of
                               Michigan (since 2000); Advisor at Credit Suisse First Boston's
                               Sprout venture capital unit (venture capital fund) (1994-January
                               2005); Trustee of MassMutual Institutional Funds (investment
                               company) (1996-June 2004); Trustee of MML Series Investment Fund
                               (investment company) (April 1989-June 2004); Member of the
                               investment committee of Hartford Hospital (2000-2003); and Advisor
                               to Unilever (Holland) pension fund (2000-2003). Oversees 39
                               portfolios in the OppenheimerFunds complex.

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

Robert J. Malone,              Director of Jones Knowledge, Inc. (since 2006); Director of Jones    $10,001-$50,000    Over $100,000
Trustee since 2002             International University (educational organization) (since August
Age: 63                        2005); Chairman, Chief Executive Officer and Director of Steele
                               Street State Bank (commercial banking) (since August 2003);
                               Director of Colorado UpLIFT (charitable organization) (since
                               1986); Trustee of the Gallagher Family Foundation (non-profit
                               organization) (since 2000); Former Chairman of U.S. Bank-Colorado
                               (subsidiary of U.S. Bancorp and formerly Colorado National Bank)
                               (July 1996-April 1999); Director of Commercial Assets, Inc. (real
                               estate investment trust) (1993-2000); Director of Jones Knowledge,
                               Inc. (2001-July 2004); and Director of U.S. Exploration, Inc. (oil
                               and gas exploration) (1997-February 2004). Oversees 39 portfolios
                               in the OppenheimerFunds complex.

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

F. William Marshall, Jr.,      Trustee of MassMutual Select Funds (formerly MassMutual              None               Over $100,000
Trustee since 2000             Institutional Funds) (investment company) (since 1996) and MML
Age: 65                        Series Investment Fund (investment company) (since 1996); Trustee
                               of Worcester Polytech Institute (since 1985); Chairman (since
                               1994) of the Investment Committee of the Worcester Polytech
                               Institute (private university); President and Treasurer of the SIS
                               Funds (private charitable fund) (since January 1999); Chairman of
                               SIS & Family Bank, F.S.B. (formerly SIS Bank) (commercial bank)
                               (January 1999-July 1999); and Executive Vice President of Peoples
                               Heritage Financial Group, Inc. (commercial bank) (January
                               1999-July 1999). Oversees 41 portfolios in the OppenheimerFunds
                               complex.*

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

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

*    Includes two open-end investment companies: MassMutual Select Funds and
     MML Series Investment Fund. In accordance with the instructions for SEC
     Form N-1A, for purposes of this section only, MassMutual Select Funds and
     MML Series Investment Fund are included in the "Fund Complex." The
     Manager does not consider MassMutual Select Funds and MML Series
     Investment Fund to be part of the OppenheimerFunds' "Fund Complex" as
     that term may be otherwise interpreted.



Mr. Murphy is an "Interested Trustee" because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company. The address of Mr. Murphy is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008. Mr. Murphy serves as a Trustee for an indefinite term, or until
his resignation, retirement, death or removal and as an officer for an
indefinite term, or until his resignation, retirement, death or removal. Mr.
Murphy was elected as a Trustee of the Fund with the understanding that in the
event he ceases to be the chief executive officer of the Manager, he will
resign as a Trustee of the Fund and the other Board II Funds (defined below)
for which he is a director or trustee.


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

                                                                                                           As of December 31, 2006

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

John V. Murphy,            Chairman, Chief Executive Officer and Director of the Manager (since       None             Over $100,000
Trustee, President and     June 2001); President of the Manager (September 2000-March 2007);
Principal Executive        President and director or trustee of other Oppenheimer funds; President
Officer since 2001         and Director of Oppenheimer Acquisition Corp. ("OAC") (the Manager's
Age: 58                    parent holding company) and of Oppenheimer Partnership Holdings, Inc.
                           (holding company subsidiary of the Manager) (since July 2001); Director
                           of OppenheimerFunds Distributor, Inc. (subsidiary of the Manager)
                           (November 2001-December 2006); Chairman and Director of Shareholder
                           Services, Inc. and of Shareholder Financial Services, Inc. (transfer
                           agent subsidiaries of the Manager) (since July 2001); President and
                           Director of OppenheimerFunds Legacy Program (charitable trust program
                           established by the Manager) (since July 2001); Director of the following
                           investment advisory subsidiaries of the Manager: OFI Institutional Asset
                           Management, Inc., Centennial Asset Management Corporation, Trinity
                           Investment Management Corporation and Tremont Capital Management, Inc.
                           (since November 2001), HarbourView Asset Management Corporation and OFI
                           Private Investments, Inc. (since July 2001); President (since November
                           2001) and Director (since July 2001) of Oppenheimer Real Asset
                           Management, Inc.; Executive Vice President of Massachusetts Mutual Life
                           Insurance Company (OAC's parent company) (since February 1997); Director
                           of DLB Acquisition Corporation (holding company parent of Babson Capital
                           Management LLC) (since June 1995); Chairman (since October 2007) and
                           Member of the Investment Company Institute's Board of Governors (since
                           October 2003).Oversees 102 portfolios in the OppenheimerFunds complex.

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


The addresses of the officers in the chart below are as follows: for Messrs.
Gillespie, Steinmetz 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 annual term or until his or
her resignation, retirement death or removal.


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

Arthur P. Steinmetz,               Senior Vice President of the Manager (since March 1993) and of HarbourView Asset Management
Vice President and Portfolio       Corporation (since March 2000); an officer of 4 portfolios in the OppenheimerFunds complex.
Manager since 2004
Age: 49

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

Mark S. Vandehey,                  Senior Vice President and Chief Compliance Officer of the Manager (since March 2004); Chief
Vice President and Chief           Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management and
Compliance Officer since 2004      Shareholder Services, Inc. (since March 2004); Vice President of OppenheimerFunds
Age: 57                            Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc.
                                   (since June 1983); Former Vice President and Director of Internal Audit of the Manager
                                   (1997-February 2004). An officer of 102 portfolios in the OppenheimerFunds complex.

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

Brian W. Wixted,                   Senior Vice President and Treasurer of the Manager (since March 1999); Treasurer of the
Treasurer and Principal            following: HarbourView Asset Management Corporation, Shareholder Financial Services, Inc.,
Financial & Accounting Officer     Shareholder Services, Inc., Oppenheimer Real Asset Management, Inc. and Oppenheimer
since 1999                         Partnership Holdings, Inc. (since March 1999), OFI Private Investments, Inc. (since March
Age: 48                            2000), OppenheimerFunds International Ltd. and OppenheimerFunds plc (since May 2000), OFI
                                   Institutional Asset Management, Inc. (since November 2000), and OppenheimerFunds Legacy
                                   Program (charitable trust program established by the Manager) (since June 2003); Treasurer
                                   and Chief Financial Officer of OFI Trust Company (trust company subsidiary of the Manager)
                                   (since May 2000); Assistant Treasurer of the following: OAC (since March 1999), Centennial
                                   Asset Management Corporation (March 1999-October 2003) and OppenheimerFunds Legacy Program
                                   (April 2000-June 2003). An officer of 102 portfolios in the OppenheimerFunds complex.

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

Brian S. Petersen,                 Vice President of the Manager (since February 2007); Assistant Vice President of the Manager
Assistant Treasurer since 2004     (August 2002-February 2007); Manager/Financial Product Accounting of the Manager (November
Age: 37                            1998-July 2002). An officer of 102 portfolios in the OppenheimerFunds complex


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

Brian C. Szilagyi,                 Assistant Vice President of the Manager (since July 2004); Director of Financial Reporting
Assistant Treasurer since 2005     and Compliance of First Data Corporation (April 2003-July 2004); Manager of Compliance of
Age: 37                            Berger Financial Group LLC (May 2001-March 2003). An officer of 102 portfolios in the

                                   OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------------

Robert G. Zack,                    Executive Vice President (since January 2004) and General Counsel (since March 2002) of the
Vice President and Secretary       Manager; General Counsel and Director of the Distributor (since December 2001); General
since 2001                         Counsel of Centennial Asset Management Corporation (since December 2001); Senior Vice
Age: 59                            President and General Counsel of HarbourView Asset Management Corporation (since December
                                   2001); Secretary and General Counsel of OAC (since November 2001); Assistant Secretary
                                   (since September 1997) and Director (since November 2001) of OppenheimerFunds International
                                   Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership
                                   Holdings, Inc. (since December 2002); Director of Oppenheimer Real Asset Management, Inc.
                                   (since November 2001); Senior Vice President, General Counsel and Director of Shareholder
                                   Financial Services, Inc. and Shareholder Services, Inc. (since December 2001); Senior Vice
                                   President, General Counsel and Director of OFI Private Investments, Inc. and OFI Trust
                                   Company (since November 2001); Vice President of OppenheimerFunds Legacy Program (since June
                                   2003); Senior Vice President and General Counsel of OFI Institutional Asset Management, Inc.
                                   (since November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003);
                                   Senior Vice President (May 1985-December 2003). An officer of 102 portfolios in the
                                   OppenheimerFunds complex.

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

Lisa I. Bloomberg,                 Vice President and Associate Counsel of the Manager (since May 2004); First Vice President
Assistant Secretary since 2004     (April 2001-April 2004), Associate General Counsel (December 2000-April 2004) of UBS Financial
Age: 39                            Services Inc. (formerly PaineWebber Incorporated). An officer of 102 portfolios in the
                                   OppenheimerFunds complex.


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

Kathleen T. Ives,                  Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since October
Assistant Secretary since 2001     2003) of the Manager; Vice President (since 1999) and Assistant Secretary (since October
Age: 42                            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 102 portfolios in the OppenheimerFunds complex.

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

Phillip S. Gillespie,              Senior Vice President and Deputy General Counsel of the Manager (since September 2004);
Assistant Secretary since 2004     First Vice President (2000-September 2004), Director (2000-September 2004) and Vice
Age: 43                            President (1998-2000) of Merrill Lynch Investment Management. An officer of 102 portfolios

                                   in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------------


         Remuneration of the Officers and Trustees. The officers and the
Interested Trustee of the Fund, who are affiliated with the Manager, receive no
salary or fee from the Fund. The Independent Trustees received the
compensation shown below from the Fund for serving as a Trustee and member of
a committee (if applicable), with respect to the Fund's fiscal year ended
September 30, 2007. The total compensation, including accrued retirement
benefits, from the Fund and fund complex represents compensation received for
serving as a Trustee 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, 2006.



- ------------------------------------------------ ------------------------------------ ---------------------------------
Name of Trustee and Other Fund Position(s) (as     Aggregate Compensation From the      Total Compensation From the
                                                                                          Fund and Fund Complex(2)

                                                      Fund(1) Fiscal year ended                  Year ended
applicable)                                              September 30, 2007                  December 31, 2006

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

William L. Armstrong                                           $17,387                            $214,504

Chairman of the Board and
Governance Committee Member
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------

Robert G. Avis(5)                                              $5,585                             $143,000


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

George C. Bowen                                                $12,020                            $143,000

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

Edward L. Cameron                                              $14,424                            $171,600

Audit Committee Chairman
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------

Jon S. Fossel                                                  $12,252                            $154,174
Review Committee Member

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

Sam Freedman                                                   $13,591                            $143,000
Review Committee Chairman

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

Beverly Hamilton                                             $12,020(3)                           $143,000

Review Committee Member and
Governance Committee Member
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------

Robert J. Malone                                               $13,823                            $164,452

Governance Committee Chairman and
Audit Committee Member
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
F. William Marshall, Jr.

Audit Committee Member and Governance                          $12,020                         $205,500(4)
Committee Member

- ------------------------------------------------ ------------------------------------ ---------------------------------
1.       "Aggregate Compensation From the Fund" includes fees and deferred
     compensation, if any.

2.       In accordance with SEC regulations, for purposes of this section
     only, "Fund Complex" includes the Oppenheimer funds, the MassMutual
     Institutional Funds, the MassMutual Select Funds and the MML Series
     Investment Fund, the investment adviser for which is the indirect parent
     company of the Fund's Manager. The Manager also serves as the Sub-Advisor
     to the following: MassMutual Premier International Equity Fund,
     MassMutual Premier Main Street Fund, MassMutual Premier Strategic Income
     Fund, MassMutual Premier Capital Appreciation Fund, and MassMutual
     Premier Global Fund. The Manager/OppenheimerFunds, Inc. does not consider
     MassMutual Institutional Funds, MassMutual Select Funds and MML Series
     Investment Fund to be part of the OppenheimerFunds' "Fund Complex" as
     that term may be otherwise interpreted.
3.       Includes $12,020 deferred by Ms. Hamilton under the "Compensation
     Deferral Plan" described below.
4.       Includes $62,500 compensation paid to Mr. Marshall for serving as a
     Trustee for MassMutual Select Funds and MML Series Investment Fund.
5.       Mr. Avis retired as Trustee of the Board of Trustees of the Board II
     Funds effective May 31, 2007.


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

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


o      Major Shareholders. As of December 7, 2007, 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:

         Charles Schwab & Co. Inc., Special Custody Acct for the Exclusive
         Benefit of Customers, 101 Montgomery Street, San Francisco, CA
         94104-4122, which owned 204,550,635.289, Class A shares (18.82% of
         the Class A shares then outstanding).

         Merrill Lynch, Pierce, Fenner & Smith, for the Sole Benefit of its
         Customers, Attn. Fund Admn. #97G33, 4800 Deer Lake Drive, E., Floor
         3, Jacksonville, FL 32246-6484, which owned 117,339,326.729 Class A
         shares (10.79% of the Class A shares then outstanding).

         Citigroup Global Markets, Inc., Attn. Cindy Tempesta, 333 West 34th
         Street, 7th Floor, New York, NY 10001-2483, which owned
         54,754,827.117 Class A shares (5.03% of the Class A shares then
         outstanding).

         Citigroup Global Markets, Inc., Attn. Cindy Tempesta, 333 West 34th
         Street, 7th Floor, New York, NY 10001-2483, which owned 3,091,832.333
         Class B shares (7.31% of the Class B shares then outstanding).

         Merrill Lynch, Pierce, Fenner & Smith, for the Sole Benefit of its
         Customers, Attn. Fund Admn. #97G34, 4800 Deer Lake Drive, E., Floor
         3, Jacksonville, FL 32246-6484, which owned 3,261,014.641 Class B
         shares (7.71% of the Class B shares then outstanding).

         Merrill Lynch, Pierce, Fenner & Smith, for the Sole Benefit of its
         Customers, Attn. Fund Admn. #97G35, 4800 Deer Lake Drive, E., Floor
         3, Jacksonville, FL 32246-6484, which owned 71,031,684.164 Class C
         shares (29.68% of the Class C shares then outstanding).

         Citigroup Global Markets, Inc., Attn. Cindy Tempesta, 333 West 34th
         Street, 7th Floor, New York, NY 10001-2483, which owned
         38,255,169.094 Class C shares (15.98% of the Class C shares then
         outstanding).

         Oppenheimer International Diversified Fund, 6803 South Tucson Way,
         Centennial, CO 80112-3924, which owned 28,229,966.047Class Y shares
         (28.71% of the Class Y shares then outstanding).

         Oppenheimer Portfolio Series Moderate Investor, Moderate Investor,
         6803 South Tucson Way, Centennial, CO 80112-3924, which owned
         7,642,004.211 Class Y shares (7.77% of the Class Y shares then
         outstanding).

         Oppenheimer Portfolio Series Active Allocation Fund, 6803 South
         Tucson Way, Centennial, CO 80112-3924, which owned 13,565,273.390
         Class Y shares (13.79% of the Class Y shares then outstanding).

         UMB Bank NA Cust., AMFO & Co., For the benefit of 320 Pooled, Attn.
         Employee Benefits, 1010 Grand Blvd, Kansas City, MO 64106-2202, which
         owned 8,159,574.435 Class N shares (29.86% of the Class N shares then
         outstanding).

         Hartford Life Insurance Co, Separate Account 457, Attn. Dave Ten
         Broeck, PO Box 2999, Hartford, CT 06104-2999, which owned
         3,009,071.694 Class N shares (11.01% of the Class N shares then
         outstanding).

         Merrill Lynch, Pierce, Fenner & Smith, for the Sole Benefit of its
         Customers, Attn. Fund Admn., 4800 Deer Lake Drive, E., Floor 3,
         Jacksonville, FL 32246-6484, which owned 1,489,946.816 Class N shares
         (5.45% 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.

o      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
1.202.551.8090. 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.

o      Portfolio Proxy Voting. The Fund has adopted Portfolio Proxy Voting
Policies and Procedures, which include Proxy Voting Guidelines, 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 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
Proxy Voting Guidelines, the Manager will vote the portfolio proxy in
accordance with the Proxy Voting Guidelines, provided that they do not provide
discretion to the Manager on how to vote on the matter; and (2) if such
proposal is not specifically addressed in the Proxy Voting Guidelines or the
Proxy Voting Guidelines provide discretion to the Manager on how to vote, the
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 Proxy Voting 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.

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

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

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

- --------------------------------------- -----------------------------------------------------------------------------
       Fiscal Year ended 9/30:                             Management Fees Paid to OppenheimerFunds, Inc.
- --------------------------------------- -----------------------------------------------------------------------------
         ------------------------------------------------------------------------------------------------------------
                        2005                                          $14,728,663
         ------------------------------------------------------------------------------------------------------------
- --------------------------------------- -----------------------------------------------------------------------------
                        2006                                          $24,458,289
- --------------------------------------- -----------------------------------------------------------------------------
- --------------------------------------- -----------------------------------------------------------------------------

                        2007                                          $35,050,002

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


         The investment advisory agreement states that in the absence of
willful misfeasance, bad faith or gross negligence in the performance of its
duties or reckless disregard of its obligations and duties under the
investment advisory agreement, the Manager is not liable for any loss the Fund
sustains in connection with matters to which the agreement relates so long as
the Manager shall have acted with due care and in good faith.

         The agreement permits the Manager to act as investment adviser for
any other person, firm or corporation and to use the name "Oppenheimer" in
connection with other investment companies for which it may act as investment
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 name "Oppenheimer" as part of its name.


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



o        Other Accounts Managed.  In addition to managing the Fund's
investment portfolio, Mr. Steinmetz also manages other investment portfolios
and other accounts on behalf of the Manager or its affiliates. The following
table provides information regarding the other portfolios and accounts managed
by Mr. Steinmetz as of September 30, 2007.  No portfolio or account has an
advisory fee based on performance:


                                                 Registered Investment      Other Pooled       Other Accounts**
                                                       Companies         Investment Vehicles
         --------------------------------------------------------------------------------------------------------
         --------------------------------------------------------------------------------------------------------

         Accounts Managed                                  6                    None                 None

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

         Total Assets Managed*                        $12,270.77                 None                None

         *    In millions.
         **   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 he 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 Manager have the same management fee.  If the management fee structure
of another fund or account is more advantageous to the Manager than the fee
structure of the Fund, the Manager could have an incentive to favor the other
fund or account.  However, the Manager's compliance procedures and Code of
Ethics recognize the Manager's fiduciary obligation 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 procedures and the Code of Ethics
may not always be adequate to do so.  At different times, the 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.


o        Compensation of the Oppenheimer Portfolio Managers.  The Fund's
Portfolio Manager is employed and compensated by the Manager, not the Fund.
Under the Manager's compensation program for its portfolio managers and
portfolio analysts, their compensation is based primarily on the investment
performance results of the funds and accounts they manage, rather than on the
financial success of the Manager.  This is intended to align the portfolio
managers' and analysts' interests with the success of the funds and accounts
and their investors.  The Manager's compensation structure is designed to
attract and retain highly qualified investment management professionals and to
reward individual and team contributions toward creating shareholder value.
As of September 30, 2007, the portfolio managers' compensation consisted of
three elements: a base salary, an annual discretionary bonus and eligibility
to participate in long-term awards of options and appreciation rights in
regard to the common stock of the Manager's holding company parent.  Senior
portfolio managers may also be eligible to participate in the Manager's
deferred compensation plan.


The base pay component of each portfolio manager is reviewed regularly to
ensure that it reflects the performance of the individual, is commensurate
with the requirements of the particular portfolio, reflects any specific
competence or specialty of the individual manager, and is competitive with
other comparable positions, to help the Manager attract and retain talent. The
annual discretionary bonus is determined by senior management of the Manager
and is based on a number of factors, including a fund's pre-tax performance
for periods of up to five years, measured against an appropriate benchmark
selected by management. The Lipper benchmark with respect to the Fund is
Lipper - International Income Funds.  Other factors include management quality
(such as style consistency, risk management, sector coverage, team leadership
and coaching) and organizational development. The Portfolio Manager's
compensation is not based on the total value of the Fund's portfolio assets,
although the Fund's investment performance may increase those assets. 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 and accounts managed by the Portfolio Manager is the same as the
compensation structure of the Fund, described above.


o        Ownership of Fund Shares.  As of September 30, 2007, the Portfolio
Manager did not own any shares of the Fund.


Brokerage Policies of the Fund

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

     Under the investment  advisory  agreement,  in choosing  brokers to execute
portfolio  transactions for the Fund, the Manager 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  Manager  makes  a good  faith  determination  that  the
commission is fair and reasonable in relation to the services provided.

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

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

     Most securities purchases made by the Fund are 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 Manager determines that a better price or execution may
be obtained  by using the  services  of a broker.  Therefore,  the Fund does not
incur  substantial   brokerage  costs.   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 Manager 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 Manager purchase
the same security on the same day from the same dealer,  the transactions  under
those combined  orders are averaged as to price and allocated in accordance with
the purchase or sale orders actually placed for each account. When possible, the
Manager tries to combine concurrent orders to purchase or sell the same security
by more than one of the accounts  managed by the Manager or its affiliates.  The
transactions  under those combined orders are averaged as to price and allocated
in accordance with the purchase or sale orders actually placed for each account.

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

     However,  the Rule permits funds to effect brokerage  transactions  through
firms that also sell fund shares,  provided that certain  procedures are adopted
to prevent a quid pro quo with respect to portfolio  brokerage  allocations.  As
permitted by the Rule, the Manager has adopted  procedures (and the Fund's Board
of  Trustees  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 Manager'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 and the Distributor
from entering into agreements or understandings  under which the Manager 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 investment advisory agreement permits the Manager 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  Manager or its  affiliates.  Investment  research  may be  supplied  to the
Manager by the broker or by a third party at the  instance  of a broker  through
which trades are placed.

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

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

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


     During the fiscal years ended  September 30, 2005,  2006 and 2007, the Fund
paid the total brokerage  commissions  indicated in the chart below.  During the
fiscal year ended September 30, 2007, the Fund did not execute any  transactions
through or pay any commissions to firms that provide research services.




                  -----------------------------------------------------------------------------------------
                                                                Total Brokerage Commissions Paid by

                            Fiscal Year Ended 9/30,                          the Fund*

                  -----------------------------------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------
                   2005                                                $125,717
- ------------------------------------------- ---------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------
                   2006                                               $ 433,022
- ------------------------------------------- ---------------------------------------------------------------
- ------------------------------------------- ---------------------------------------------------------------

                   2007                                              $ 3,693,716

- ------------------------------------------- ---------------------------------------------------------------
   *   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 Year         Aggregate Front-End      Class A Front-End
                                               Sales Charges

Ended 9/30:           Sales Charges on          Retained by
                       Class A Shares           Distributor*

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

      2005               $7,989,659              $1,626,798

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

      2006               $7,342,600              $1,530,031

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

      2007               $7,149,025              $1,542,702

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

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


- ------------------ ----------------------- ---------------------- ------------------------ ------------------------
Fiscal Year         Concessions on Class   Concessions on Class   Concessions on Class C   Concessions on Class N
Ended 9/30:         A Shares Advanced by   B Shares Advanced by     Shares Advanced by       Shares Advanced by

                        Distributor*           Distributor*            Distributor*             Distributor*

- ------------------ ----------------------- ---------------------- ------------------------ ------------------------
- --------------- ---------------------------------------------------------------------------------------------------
     2005             $1,569,603              $1,974,193              $3,149,011                $103,181
- --------------- ---------------------------------------------------------------------------------------------------
- ------------------ ----------------------- ---------------------- ------------------------ ------------------------
     2006             $1,717,405              $1,739,331              $3,874,087                $79,611
- ------------------ ----------------------- ---------------------- ------------------------ ------------------------
- ------------------ ----------------------- ---------------------- ------------------------ ------------------------

      2007               $1,529,000             $1,260,462              $3,507,684                 $51,203

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

*  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       Year    Class A Contingent      Class B Contingent       Class C Contingent       Class N Contingent
                       Deferred Sales          Deferred Sales                                    Deferred Sales
Ended 9/30:         Charges Retained by     Charges Retained by     Deferred Sales Charges    Charges Retained by
                        Distributor             Distributor        Retained by Distributor        Distributor

- ------------------ ----------------------- ----------------------- ------------------------- -----------------------
- ------------------ ----------------------- ----------------------- ------------------------- -----------------------
      2005                $54,701                 $368,223                 $143,287                 $73,709
- ------------------ ----------------------- ----------------------- ------------------------- -----------------------
- ------------------ ----------------------- ----------------------- ------------------------- -----------------------
      2006                $177,034                $439,235                 $230,872                 $75,772
- ------------------ ----------------------- ----------------------- ------------------------- -----------------------
- ------------------ ----------------------- ----------------------- ------------------------- -----------------------

      2007                $182,991                $499,260                 $193,765                 $10,502

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



Distribution and Service Plans. The Fund has adopted a Service Plan for Class
A shares and Distribution and Service Plans for Class B, Class C and Class N
shares under Rule 12b-1 of the Investment Company Act.  Under those plans the
Fund pays the Distributor for all or a portion of its costs incurred in
connection with the distribution and/or servicing of the shares of the
particular class. Each plan has been approved by a vote of the Board of
Trustees, including a majority of the Independent Trustees(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 Trustees and its
Independent Trustees specifically vote annually to approve its continuance.
Approval must be by a vote cast in person at a meeting called for the purpose
of voting on continuing the plan. A plan may be terminated at any time by the
vote of a majority of the Independent Trustees or by the vote of the holders
of a "majority" (as defined in the Investment Company Act) of the outstanding
shares of that class.

         The Board of Trustees and the Independent Trustees must approve all
material amendments to a plan. An amendment to increase materially the amount
of payments to be made under a plan must be approved by shareholders of the
class affected by the amendment. Because Class B shares of the Fund
automatically convert into Class A shares 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 Trustees at
least quarterly for its review. The reports shall detail the amount of all
payments made under a plan and the purpose for which the payments were made.
Those reports are subject to the review and approval of the Independent
Trustees.

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

         Under the plans for a class, no payment will be made to any recipient
in any 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 Trustees.


o      Class A Service Plan Fees. Under the Class A service plan, the
Distributor currently uses the fees it receives from the Fund to pay brokers,
dealers and other financial institutions (referred to as "recipients") for
personal services and account maintenance services they provide for their
customers who hold Class A shares. The services include, among others,
answering customer inquiries about the Fund, assisting in establishing and
maintaining accounts in the Fund, making the Fund's investment plans available
and providing other services at the request of the Fund or the Distributor.
The Class A service plan permits reimbursements to the Distributor at a rate
of up to 0.25% of average annual net assets of Class A shares. The Distributor
makes payments to recipients periodically at an annual rate not to exceed
0.25% of the average annual Class A share net assets held in the accounts of
the recipients or their customers.

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

         For the fiscal year ended September 30, 2007 payments under the Class
A plan totaled $12,357,040, of which $3,908 was retained by the Distributor
under the arrangement described above, regarding grandfathered retirement
accounts, and included $76,270 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.


o      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 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
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 Trustees may allow the Fund to continue payments of the
asset-based sales charge to the Distributor for distributing shares before the
plan was terminated.

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

              Distribution and Service Fees Paid to the Distributor for the Fiscal Year Ended 9/30/07

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

Class B Plan             $2,400,150(1)             $1,887,001               $7,707,885                2.97%

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

Class C Plan             $10,769,939(2)            $3,812,779              $17,377,931                1.28%

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

Class N Plan              $560,094(3)               $124,687                $1,468,738                0.96%

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

1.       Includes $21,182 paid to an affiliate of the Distributor's parent
     company.
2.       Includes $36,856 paid to an affiliate of the Distributor's parent
     company.
3.       Includes $17,442 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 FINRA 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
                    (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 FINRA. Payments are made
                    based on the guidelines established by the Manager and
                    Distributor, subject to applicable law.


         These payments may provide an incentive to financial intermediaries
to actively market or promote the sale of shares of the 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, 2006, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer
funds, and/or their respective affiliates, received revenue sharing or similar
distribution-related payments from the Manager or Distributor for marketing or
program support:

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

         For the year ended December 31, 2006, the following firms, which in
some cases are broker-dealers, received payments from the Manager or
Distributor for administrative or other services provided (other than revenue
sharing arrangements), as described above:

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



Performance of the 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        Yields and 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, its yields 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        Yields and total returns for any given past period represent
              historical performance information and are not, and should not
              be considered, a prediction of future yields or 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 yields and
total returns of each class of shares of the Fund are affected by market
conditions, the quality of the Fund's investments, the maturity of debt
investments, the types of investments the Fund holds, and its operating
expenses that are allocated to the particular class.

o      Yields. The Fund uses a variety of different yields to illustrate its
current returns. Each class of shares calculates its yield separately because
of the different expenses that affect each class.

o        Standardized Yield. The "standardized yield" (sometimes referred to
just as "yield") is shown for a class of shares for a stated 30-day period. It
is not based on actual distributions paid by the Fund to shareholders in the
30-day period, but is a hypothetical yield based upon the net investment
income from the Fund's portfolio investments for that period. It may therefore
differ from the "dividend yield" for the same class of shares, described
below.

         Standardized yield is calculated using the following formula set
forth in rules adopted by the SEC, designed to assure uniformity in the way
that all funds calculate their yields:

    Standardized Yield         = 2[(   a - b   +1)(6)     -1 ]
                                      --------
                                        cd

         The symbols above represent the following factors:
         a =   dividends and interest earned during the 30-day period.
         b =   expenses accrued for the period (net of any expense
               assumptions).
         c =   the average daily number of shares of that class outstanding
               during the 30-day period that were entitled to receive
               dividends.
         d =   the maximum offering price per share of that class on the last
               day of the period, adjusted for undistributed net investment
               income.

         The standardized yield for a particular 30-day period may differ from
the yield for other periods. The SEC formula assumes that the standardized
yield for a 30-day period occurs at a constant rate for a six-month period and
is annualized at the end of the six-month period. Additionally, because each
class of shares is subject to different expenses, it is likely that the
standardized yields of the Fund's classes of shares will differ for any 30-day
period.

o        Dividend Yield. The Fund may quote a "dividend yield" for each class
of its shares. Dividend yield is based on the dividends paid on a class of
shares during the actual dividend period. To calculate dividend yield, the
dividends of a class declared during a stated period are added together, and
the sum is multiplied by 12 (to annualize the yield) and divided by the
maximum offering price on the last day of the dividend period. The formula is
shown below:

   Dividend Yield = dividends paid x 12/maximum offering price (payment date)

         The maximum offering price for Class A shares includes the current
maximum initial sales charge. The maximum offering price for Class B, Class C
and Class N shares is the net asset value per share, without considering the
effect of contingent deferred sales charges. There is no sales charge on Class
Y shares.  The Class A dividend yield may also be quoted without deducting the
maximum initial sales charge.



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

                      The Fund's Yields for the 30-Day Periods Ended 9/30/07

- ---------------------------------------------------------------------------------------------------
- ----------------- --------------------------------------- -----------------------------------------
Class of Shares             Standardized Yield                         Dividend Yield
- ----------------- --------------------------------------- -----------------------------------------
- ----------------- ------------------- ------------------- --------------------- -------------------
                       Without              After               Without               After
                        Sales               Sales                Sales                Sales
                        Charge              Charge               Charge               Charge
- ----------------- ------------------- ------------------- --------------------- -------------------
- ----------------- ------------------- ------------------- --------------------- -------------------

Class A                 2.97%               2.82%                4.10%                3.91%

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

Class B                 2.16%                N/A                 3.29%                 N/A

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

Class C                 2.24%                N/A                 3.38%                 N/A

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

Class N                 2.61%                N/A                 3.83%                 N/A

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

Class Y                 3.33%                N/A                 4.48%                 N/A

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

         o  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 4.75% (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 and life-of-class periods, as
applicable. There is no sales charge on Class Y shares.


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

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

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

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

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

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

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

              Total Returns at Net Asset Value. From time to time the Fund may
also quote a cumulative or an average annual total return "at net asset value"
(without deducting sales charges) for Class A, Class B, Class C or Class N
shares. There is no sales charge on Class Y shares. Each is based on the
difference in net asset value per share at the beginning and the end of the
period for a hypothetical investment in that class of shares (without
considering front-end or contingent deferred sales charges) and takes into
consideration the reinvestment of dividends and capital gains distributions.

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

                          The Fund's Total Returns for the Periods Ended September 30, 2007

- ----------------------------------------------------------------------------------------------------------------------
- -------------- ------------------------- -----------------------------------------------------------------------------
Class      of      Cumulative Total                              Average Annual Total Returns
                 Returns (10 years or
Shares              life-of-class)
- -------------- ------------------------- -----------------------------------------------------------------------------
- -------------- ------------------------- ------------------------- ------------------------- -------------------------
                                                  1-Year                   5-Years                   10-Years
                                                                     (or life of class if      (or life of class if
                                                                            less)                     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 A(1)       130.75%      142.26%       9.71%       15.18%       13.08%       14.19%        8.72%        9.25%

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

Class B(2)       131.85%      131.85%       9.26%       14.26%       12.98%       13.22%        8.77%        8.77%

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

Class C(3)       124.76%      124.76%      13.39%       14.39%       13.31%       13.31%        8.44%        8.44%

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

Class N(4)       115.05%      115.05%      13.71%       14.71%       13.76%       13.76%      12.34%(4)    12.34%(4)

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

Class Y(5)       40.24%       40.24%       15.63%       15.63%      11.90%(5)    11.90%(5)       N/A          N/A

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

1.       Inception of Class A:      06/15/95
2.       Inception of Class B:      06/15/95
3.       Inception of Class C:      06/15/95
4.       Inception of Class N:      03/01/01
5.       Inception of Class Y:      09/27/04


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

                     Average Annual Total Returns for Class A* Shares (After Sales Charge)
                                   For the Periods Ended September 30, 2007

- ----------------------------------------------------------------------------------------------------------------
- ------------------------------------------ --------------------- ------------------------ ----------------------
                                                  1-Year                 5-Years                10-Years
- ------------------------------------------ --------------------- ------------------------ ----------------------
- ------------------------------------------ --------------------- ------------------------ ----------------------

After Taxes on Distributions                      8.18%                  10.90%                   6.24%

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

After Taxes on Distributions and                  6.30%                  10.04%                   5.90%

Redemption of Fund Shares
- ------------------------------------------ --------------------- ------------------------ ----------------------

     *   Inception of Class A: 06/15/95


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.

         o  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.

o      Morningstar Ratings. From time to time the Fund may publish the star
rating of the performance of its classes of shares by Morningstar, Inc.
("Morningstar"), an independent mutual fund monitoring service. Morningstar
rates mutual funds in their specialized market sector. The Fund is rated among
international bond 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.

         o  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 B contains more information about the
special sales charge arrangements offered by the Fund, and the circumstances
in which sales charges may be reduced or waived for certain classes of
investors.


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

                                                              Limited-Term New York Municipal Fund
                                                              Rochester Fund Municipals



LifeCycle Funds
   Oppenheimer Transition 2010 Fund
   Oppenheimer Transition 2015 Fund
   Oppenheimer Transition 2020 Fund
   Oppenheimer Transition 2030 Fund


And the following money market funds:

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



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



    Letter of Intent. Under a Letter of Intent (a "Letter"), you may be
    able to reduce the sales charge rate that applies to your purchases of
    Class A shares if you purchase Class A, Class B or Class C shares of
    the Fund or other Oppenheimer funds. 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 or other Oppenheimer funds during a 13-month period (the
    "Letter period"), which begins on the date of the investor's first
    share purchase following the establishment of the Letter. The sales
    charge on each purchase of Class A shares during the Letter period will
    be at the rate that would apply to a single lump-sum purchase of shares
    in the amount intended to be purchased under the Letter. In submitting
    a Letter, the investor makes no commitment to purchase shares. However,
    if the investor does not fulfill the terms of the Letter within the
    Letter period, he or she agrees to pay the additional sales charges
    that would have been applicable to the purchases that were made. The
    investor agrees that shares equal in value to 2% of the intended
    purchase amount will be held in escrow by the Transfer Agent for that
    purpose, as described in "Terms of Escrow" below. It is the
    responsibility of the dealer of record and/or the investor to advise
    the Distributor about the Letter when placing purchase orders during
    the Letter period.
        To determine whether an investor has fulfilled the terms of a
    Letter, the Transfer Agent will count purchases of "qualified shares"
    of Class A, Class B and Class C during the Letter period. Purchases of
    Class N or Class Y shares, purchases made by reinvestment of dividends
    or capital gains distributions from the Fund or other Oppenheimer
    funds, purchases of Class A shares with redemption proceeds under the
    Reinvestment Privilege (described below), and purchases of Class A
    shares of Oppenheimer Money Market Fund, Inc. or Oppenheimer Cash
    Reserves on which a sales charge has not been paid do not count as
    "qualified shares" for satisfying the terms of a Letter. In addition,
    the investor will be considered to have fulfilled the Letter if the
    value of the investor's total holdings of qualified shares on the last
    day of the Letter period, calculated at the net asset value on that
    day, equals or exceeds the intended purchase amount.
        Beginning on January 1, 2008, investors may also count Class A,
    Class B, Class C, Class G and Class H  unit purchases in advisor sold
    Section 529 plans, for which the Manager or the Distributor serves as
    the Program Manager or Program Distributor, to your share purchases
    that qualify for a Letter of Intent. You must notify the Distributor or
    your current intermediary of any qualifying 529 plan holdings.
        If the terms of the Letter are not fulfilled within the Letter
    period, the concessions previously paid to the dealer of record for the
    account and the amount of sales charge retained by the Distributor will
    be adjusted on the first business day following the expiration of the
    Letter period to reflect the sales charge rates that apply to the
    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 may be adjusted to the lower rate.
    That adjustment will only be made 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 reduced sales charge adjustment will be made
    by adding to the investors account the number of additional shares that
    would have been purchased if the lower sales charge rate had been used.
    Those additional shares will be determined using the net asset value
    per share in effect on the date of such adjustment.
        By establishing a Letter, the investor agrees to be bound by the
    terms of the Prospectus, this Statement of Additional Information and
    the application used for a Letter, and if those terms are amended to be
    bound by the amended terms and that any amendments by the Fund will
    apply automatically to existing Letters. Group retirement plans
    qualified under section 401(a) of the Internal Revenue Code may not
    establish a Letter, however defined benefit plans and Single K sole
    proprietor plans may do so.

o      Terms of Escrow That Apply to Letters of Intent.
        1.    Out of the initial purchase, or out of subsequent purchases
    if necessary, the Transfer Agent will hold in escrow Fund shares equal
    to 2% of the intended purchase amount specified in the Letter. For
    example, if the intended purchase amount is $50,000, the escrow amount
    would be shares valued at $1,000 (computed at the offering price for a
    $50,000 share purchase). Any dividends and capital gains distributions
    on the escrowed shares will be credited to the investor's account.
        2.    If the Letter applies to more than one fund account, the
    investor can designate the fund from which shares will be escrowed. If
    no fund is selected, the Transfer Agent will escrow shares in the fund
    account that has the highest dollar balance on the date of the first
    purchase under the Letter. If there are not sufficient shares to cover
    the escrow amount, the Transfer Agent will escrow shares in the fund
    account(s) with the next highest balance(s). If there are not
    sufficient shares in the accounts to which the Letter applies, the
    Transfer Agent may escrow shares in other accounts that are linked for
    Right of Accumulation purposes. Additionally, if there are not
    sufficient shares available for escrow at the time of the first
    purchase under the Letter, the Transfer Agent will escrow future
    purchases until the escrow amount is met.
        3.    If, during the Letter period, an investor exchanges shares of
    the Fund for shares of another fund (as described in the Prospectus
    section titled "How to Exchange Shares"), the Fund shares held in
    escrow will automatically be exchanged for shares of the other fund and
    the escrow obligations will also be transferred to that fund.
        4.    If the total purchases under the Letter are less than the
    intended purchases specified, on the first business day after the end
    of the Letter period the Distributor will redeem escrowed shares equal
    in value to the difference between the dollar amount of sales charges
    actually paid and the amount of sales charges which would have been
    paid if the total purchases had been made at a single time. Any shares
    remaining after such redemption will be released from escrow.
        5.    If the terms of the Letter are fulfilled, the escrowed shares
    will be promptly released to the investor at the end of the Letter
    period.
        6.    By signing the Letter, the investor irrevocably constitutes
    and appoints the Transfer Agent as attorney-in-fact to surrender for
    redemption any or all escrowed shares.



Asset Builder Plans. As explained in the Prospectus, you must initially
establish your account with $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 B 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 had less than $1 million in assets invested in applicable investments
(other than assets invested in money market funds), then the retirement plan
may purchase only Class C shares of the Oppenheimer funds. If, on the date the
plan sponsor signed the Merrill Lynch record keeping service agreement, the
plan had $1 million or more in assets but less than $5 million in assets
invested in applicable investments (other than assets invested in money market
funds), then the retirement plan may purchase only Class N shares of the
Oppenheimer funds. If, on the date the plan sponsor signed the Merrill Lynch
record keeping service agreement, the plan had $5 million or more in assets
invested in applicable investments (other than assets invested in money market
funds), then the retirement plan may purchase only Class A shares of the
Oppenheimer funds.

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


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


         o  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.

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

o        to Group Retirement Plans (as defined in Appendix B to this 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:
              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),
              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

              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.

o
         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.

         o  Allocation of Expenses. The Fund pays expenses related to its
daily operations, such as custodian fees, Trustees' fees, transfer agency
fees, legal fees and auditing costs. Those expenses are paid out of the Fund's
assets and are not paid directly by shareholders. However, those expenses
reduce the net asset values of shares, and therefore are indirectly borne by
shareholders through their investment.

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

         Other expenses that are directly attributable to a particular class
are allocated equally to each outstanding share within that class. Examples of
such expenses include distribution and  service plan (12b-1) fees, transfer
and shareholder servicing agent fees and expenses, and shareholder meeting
expenses (to the extent that such expenses pertain only to a specific class).

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 in Networking level 1 and 3
                  accounts.


o        Accounts held under the Oppenheimer Legacy Program and/or holding
                  certain Oppenheimer Variable Account Funds;
o        Omnibus accounts holding shares pursuant to the Pinnacle, Ascender,

                  Custom Plus, Record(k)eeper Pro and Pension Alliance
                  Retirement Plan programs; and

o        A fund account that falls below the $500 minimum solely due to market
                  fluctuations within the 12-month period preceding the date
                  the fee is deducted.

o        Accounts held in the Portfolio Builder Program which is offered
                  through certain broker/dealers to qualifying shareholders.

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


         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.

         o  Securities Valuation. The Fund's Board of Trustees has
established procedures for the valuation of the Fund's securities. In general
those procedures are as follows:
o        Equity securities traded on a U.S. securities exchange are valued as
follows:
(1)      if last sale information is regularly reported, they are valued at
                      the last reported sale price on the principal exchange
                      on which they are traded, on that day, or
(2)      if last sale information is not available on a valuation date, they
                      are valued at the last reported sale price preceding the
                      valuation date if it is within the spread of the closing
                      "bid" and "asked" prices on the valuation date or, if
                      not,  at the closing "bid" price on the valuation date.
o        Equity securities traded on a foreign securities exchange generally
are valued in one of the following ways:
(1)      at the last sale price available to the pricing service approved by
                      the Board of Trustees, or
(2)      at the last sale price obtained by the Manager from the report of the
                      principal exchange on which the security is traded at
                      its last trading session on or immediately before the
                      valuation date, or
(3)      at the mean between the "bid" and "asked" prices obtained from the
                      principal exchange on which the security is traded or,
                      on the basis of reasonable inquiry, from two market
                      makers in the security.
o        Long-term debt securities having a remaining maturity in excess of 60
days are valued based on the mean between the "bid" and "asked" prices
determined by a portfolio pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry.
o        The following securities are valued at the mean between the "bid" and
"asked" prices determined by a pricing service approved by the Fund's Board of
Trustees or obtained by the Manager from two active market makers in the
security on the basis of reasonable inquiry:
(1)      debt instruments that have a maturity of more than 397 days when
                      issued,
(2)      debt instruments that had a maturity of 397 days or less when issued
                      and have a remaining maturity of more than 60 days, and
(3)      non-money market debt instruments that had a maturity of 397 days or
                      less when issued and which have a remaining maturity of
                      60 days or less.
o        The following securities are valued at cost, adjusted for
amortization of premiums and accretion of discounts:
(1)      money market debt securities held by a non-money market fund that had
                      a 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 Trustees. The pricing service may use "matrix"
comparisons to the prices for comparable instruments on the basis of quality,
yield and maturity. Other special factors may be involved (such as the
tax-exempt status of the interest paid by municipal securities). The Manager
will monitor the accuracy of the pricing services. That monitoring may include
comparing prices used for portfolio valuation to actual sales prices of
selected securities.

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

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

         When 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.

Checkwriting. When a check is presented to United Missouri Bank (the "Bank")
for clearance, the Bank will ask the Fund to redeem a sufficient number of
full and fractional shares in the shareholder's account to cover the amount of
the check. This enables the shareholder to continue receiving dividends on
those shares until the check is presented to the Fund. Checks may not be
presented for payment at the offices of the Bank or the Fund's custodian bank.
This limitation does not affect the use of checks for the payment of bills or
to obtain cash at other banks. The Fund reserves the right to amend, suspend
or discontinue offering checkwriting privileges at any time. The Fund will
provide you notice whenever it is required to do so by applicable law.

         In choosing to take advantage of the Checkwriting privilege, by
signing the account application or by completing a Checkwriting card, each
individual who signs:
(1)      for individual accounts, represents that they are the registered
              owner(s) of the shares of the Fund in that account;
(2)      for accounts for corporations, partnerships, trusts and other
              entities, represents that they are an officer, general partner,
              trustee or other fiduciary or agent, as applicable, duly
              authorized to act on behalf of the registered owner(s);
(3)      authorizes the Fund, its Transfer Agent and any bank through which
              the Fund's drafts (checks) are payable to pay all checks drawn
              on the Fund account of such person(s) and to redeem a sufficient
              amount of shares from that account to cover payment of each
              check;
(4)      specifically acknowledges that if they choose to permit checks to be
              honored if there is a single signature on checks drawn against
              joint accounts, or accounts for corporations, partnerships,
              trusts or other entities, the signature of any one signatory on
              a check will be sufficient to authorize payment of that check
              and redemption from the account, even if that account is
              registered in the names of more than one person or more than one
              authorized signature appears on the Checkwriting card or the
              application, as applicable;
(5)      understands that the Checkwriting privilege may be terminated or
              amended at any time by the Fund and/or the Fund's bank; and
(6)      acknowledges and agrees that neither the Fund nor its bank shall
              incur any liability for that amendment or termination of
              checkwriting privileges or for redeeming shares to pay checks
              reasonably believed by them to be genuine, or for returning or
              not paying checks that have not been accepted for any reason.

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

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

         The reinvestment may be made without sales charge only in Class A
shares of the Fund or any of the other Oppenheimer funds into which shares of
the Fund are exchangeable as described in "How to Exchange Shares" below.
Reinvestment will be at the net asset value next computed after the Transfer
Agent receives the reinvestment order. The shareholder must ask the Transfer
Agent for that privilege at the time of reinvestment. This privilege does not
apply to Class C, Class N or Class Y shares. The Fund may amend, suspend or
cease offering this reinvestment privilege at any time as to shares redeemed
after the date of such amendment, suspension or cessation.

         Any capital gain that was realized when the shares were redeemed is
taxable, and reinvestment will not alter any capital gains tax payable on that
gain. If there has been a capital loss on the redemption, some or all of the
loss may not be tax deductible, depending on the timing and amount of the
reinvestment. Under the Internal Revenue Code, if the redemption proceeds of
Fund shares on which a sales charge was paid are reinvested in shares of the
Fund or another of the Oppenheimer funds within 90 days of payment of the
sales charge, the shareholder's basis in the shares of the Fund that were
redeemed may not include the amount of the sales charge paid. That would
reduce the loss or increase the gain recognized from the redemption. However,
in that case the sales charge would be added to the basis of the shares
acquired by the reinvestment of the redemption proceeds.

Payments "In Kind". The Prospectus states that payment for shares tendered for
redemption is ordinarily made in cash. However, under certain circumstances,
the Board of Trustees of the Fund may determine that it would be detrimental
to the best interests of the remaining shareholders of the Fund to make
payment of a redemption order wholly or partly in cash. In that case, the Fund
may pay the redemption proceeds in whole or in part by a distribution "in
kind" of liquid securities from the portfolio of the Fund, in lieu of cash.

         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 Trustees has the right to cause
the involuntary redemption of the shares held in any account if the aggregate
net asset value of those shares is less than $200 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.

         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
B 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.


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



     Oppenheimer Institutional Money Market Fund                  Oppenheimer Rochester Minnesota Municipal Fund
     Oppenheimer Limited Term California Municipal Fund           Oppenheimer Rochester National Municipals
     Oppenheimer Limited Term Municipal Fund                      Oppenheimer Rochester North Carolina Municipal Fund
     Oppenheimer Money Market Fund, Inc.                          Oppenheimer Rochester Ohio Municipal Fund
     Oppenheimer New Jersey Municipal Fund                        Oppenheimer Rochester Virginia Municipal Fund
     Oppenheimer Principal Protected Main Street Fund II          Oppenheimer Senior Floating Rate Fund
     Oppenheimer Pennsylvania Municipal Fund                      Rochester Fund Municipals

     The following funds do not offer Class Y shares:
     Limited Term New York Municipal Fund                        Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer AMT-Free Municipals                             Oppenheimer Principal Protected Main Street Fund
     Oppenheimer AMT-Free New York Municipals                    Oppenheimer Principal Protected Main Street Fund II
     Oppenheimer Balanced Fund                                   Oppenheimer Principal Protected Main Street Fund III
     Oppenheimer California Municipal Fund                       Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Capital Income Fund                              Oppenheimer Rochester Arizona Municipal Fund
     Oppenheimer Cash Reserves                                    Oppenheimer Rochester Maryland Municipal Fund
     Oppenheimer Convertible Securities Fund                      Oppenheimer Rochester Massachusetts Municipal Fund
     Oppenheimer Dividend Growth Fund                             Oppenheimer Rochester Michigan Municipal Fund
     Oppenheimer Equity Income Fund, Inc.                         Oppenheimer Rochester Minnesota Municipal Fund
     Oppenheimer Gold & Special Minerals Fund                     Oppenheimer Rochester National Municipals
     Oppenheimer Institutional Money Market Fund                  Oppenheimer Rochester North Carolina Municipal Fund
     Oppenheimer Limited Term California Municipal Fund           Oppenheimer Rochester Ohio Municipal Fund
     Oppenheimer Limited Term Municipal Fund                      Oppenheimer Rochester Virginia Municipal Fund
     Oppenheimer New Jersey Municipal Fund



o        Oppenheimer Money Market Fund, Inc. only offers Class A and Class Y
     shares.

o        Oppenheimer  Institutional  Money  Market  Fund  only  offers  Class E,
         Class L and Class P 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 certain money market funds offered by the
         Distributor. Shares of certain money market funds purchased without a
         sales charge may be exchanged for shares of Oppenheimer funds offered
         with a sales charge upon payment of the 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 the same class of any of the other Oppenheimer funds into
         which you may exchange shares.
o        Shares of Oppenheimer Principal Protected Main Street Fund may be
         exchanged at net asset value for shares of the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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 the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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 the same class of any of
         the other Oppenheimer funds into which you may exchange shares.
         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).
o        Class A, Class B, Class C and Class N shares of Oppenheimer
         Developing Markets Fund may be acquired by exchange only with a
         minimum initial investment of $50,000. An existing shareholder of
         that fund may make additional exchanges into that fund with as little
         as $50.

o        Shares of Oppenheimer International Small Company Fund may be
         acquired only by existing shareholders of that fund. Existing
         shareholders may make exchanges into the fund with as little as $50.
o        In most cases, shares of Oppenheimer Small- & Mid-Cap Value Fund may
         be acquired only by shareholders who currently own shares of that
         Fund.
o        Oppenheimer Global Value Fund only offers Class A and Class Y shares.
         Class Y shares of that fund may be acquired only by participants in
         certain group retirement plans that have an agreement with the
         Distributor.


         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.

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


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

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


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

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

o        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 Oppenheimer 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.

         o  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
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 features that are available in the new fund (such
as an Asset Builder Plan or Automatic Withdrawal Plan) will be switched to the
new fund account unless you tell the Transfer Agent not to do so.

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

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

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


         The tax discussion in the Prospectus and this 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 advisors with specific reference to their own tax
circumstances as well as the consequences of federal, state and local tax
rules affecting an investment in the 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 Trustees and the Manager might determine in a
particular year that it would be in the best interests of shareholders for the
Fund not to make such distributions at the required levels and to pay the
excise tax on the undistributed amounts. That would reduce the amount of
income or capital gains available for distribution to shareholders.

         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. JPMorgan Chase Bank 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. Deloitte & Touche LLP serves as
the independent registered public accounting firm for the Fund. Deloitte &
Touche LLP audits the Fund's financial statements and performs other related
audit services. Deloitte & Touche LLP also acts as the independent registered
public accounting firm for certain other funds advised by the Manager and its
affiliates. Audit and non-audit services provided by Deloitte & Touche LLP to
the Fund must be pre-approved by the Audit Committee.


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

- --------------------------------------------------------------------------------
TO THE BOARD OF TRUSTEES AND SHAREHOLDERS OF OPPENHEIMER INTERNATIONAL BOND
FUND:

      We have audited the accompanying statement of assets and liabilities of
Oppenheimer International Bond Fund (the "Fund"), including the statement of
investments, as of September 30, 2007, and the related statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

      We conducted our audits in accordance with 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.
The Fund is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of September 30, 2007, by correspondence with the
custodian and brokers; where replies were not received from brokers, we
performed other auditing procedures. 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 the
Fund as of September 30, 2007, the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period
then ended, and the financial highlights for each of the five years in the
period then ended, in conformity with accounting principles generally accepted
in the United States of America.

DELOITTE & TOUCHE LLP

Denver, Colorado
November 14, 2007




STATEMENT OF INVESTMENTS  September 30, 2007
- --------------------------------------------------------------------------------


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

ASSET-BACKED SECURITIES--0.0%
- -------------------------------------------------------------------------------------------------------------------------
Taganka Car Loan Finance plc, Automobile Asset-Backed Certificates,
Series 2006-1A, Cl. C, 8.62%, 11/14/13 1,2 (Cost $1,350,000)                           $      1,350,000   $    1,350,000

- -------------------------------------------------------------------------------------------------------------------------
U.S. GOVERNMENT OBLIGATIONS--3.8%
- -------------------------------------------------------------------------------------------------------------------------
U.S. Treasury Nts., 4.125%, 8/31/12 3,4 (Cost $324,231,609)                                 325,350,000      324,028,428
- -------------------------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------------------------
FOREIGN GOVERNMENT OBLIGATIONS--53.8%
- -------------------------------------------------------------------------------------------------------------------------
ARGENTINA--0.6%
Argentina (Republic of) Bonds:
2%, 9/30/14 [ARP]                                                                            21,270,000        6,847,039
5.374%, 8/3/12 2                                                                              5,648,125        5,067,368
7%, 10/3/15                                                                                   2,450,000        2,014,513
Series GDP, 7.24%, 12/15/35 5                                                                14,920,000        1,947,060
Series V, 7%, 3/28/11                                                                        18,993,000       17,838,651
Series VII, 7%, 9/12/13                                                                       4,700,000        4,093,504
- -------------------------------------------------------------------------------------------------------------------------
Central Bank of Argentina Bonds, 2%, 2/4/18 [ARP]                                            22,320,478        9,315,850
- -------------------------------------------------------------------------------------------------------------------------
Neuquen (Province Del) Sr. Sec. Nts., 8.656%, 10/18/14 6                                      3,375,000        3,425,625
                                                                                                          ---------------
                                                                                                              50,549,610

- -------------------------------------------------------------------------------------------------------------------------
AUSTRALIA--3.7%
New South Wales Treasury Corp. Sr. Unsec. Nts.:
6%, 10/1/09 [AUD]                                                                           250,640,000      219,434,492
Series 17RG, 5.50%, 3/1/17 [AUD]                                                             99,125,000       81,410,128
- -------------------------------------------------------------------------------------------------------------------------
Queensland Treasury Corp. Unsec. Nts., Series 09G, 6%, 7/14/09 [AUD]                         15,660,000       13,737,334
                                                                                                          ---------------
                                                                                                             314,581,954

- -------------------------------------------------------------------------------------------------------------------------
AUSTRIA--0.6%
Austria (Republic of) Unsec. Unsub. Nts., Series E, 4%, 9/15/16 [EUR]                        39,996,000       55,402,921
- -------------------------------------------------------------------------------------------------------------------------
BELGIUM--2.2%
Belgium (Kingdom of) Bonds, Series 44, 5%, 3/28/35 [EUR]                                     37,375,000       55,603,900
- -------------------------------------------------------------------------------------------------------------------------
Belgium (Kingdom of) Treasury Bills, 4.043%, 11/15/07 5 [EUR]                                93,165,000      132,230,958
                                                                                                          ---------------
                                                                                                             187,834,858

- -------------------------------------------------------------------------------------------------------------------------
BRAZIL--1.1%
Brazil (Federal Republic of) Bonds:
6%, 1/17/17 7                                                                                16,320,000       16,581,120
8%, 1/15/18                                                                                  14,015,000       15,675,778
8.75%, 2/4/25                                                                                 2,135,000        2,738,138
8.875%, 10/14/19                                                                             23,654,000       29,508,365
10.50%, 7/14/14                                                                              17,650,000       22,371,375
- -------------------------------------------------------------------------------------------------------------------------
Brazil (Federal Republic of) Nts., 7.875%, 3/7/15 8                                           4,000,000        4,528,000
                                                                                                          ---------------
                                                                                                              91,402,776


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


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

BULGARIA--0.0%
Bulgaria (Republic of) Bonds:
8.25%, 1/15/15                                                                         $      1,500,000   $    1,751,250
8.25%, 1/15/15 6                                                                              1,440,000        1,681,200
                                                                                                          ---------------
                                                                                                               3,432,450

- -------------------------------------------------------------------------------------------------------------------------
CANADA--3.2%
Canada (Government of) Treasury Bills:
4.283%, 11/1/07 5 [CAD]                                                                      81,925,000       82,081,083
4.342%, 12/27/07 5 [CAD]                                                                    191,305,000      190,496,236
                                                                                                          ---------------
                                                                                                             272,577,319

- -------------------------------------------------------------------------------------------------------------------------
COLOMBIA--0.6%
Bogota Distrio Capital Sr. Bonds, 9.75%, 7/26/28 6 [COP]                                 16,413,000,000        7,824,733
- -------------------------------------------------------------------------------------------------------------------------
Colombia (Republic of) Bonds:
7.375%, 9/18/37                                                                               3,390,000        3,737,475
10.75%, 1/15/13                                                                              12,180,000       14,920,500
12%, 10/22/15 [COP]                                                                      19,665,000,000       10,942,366
- -------------------------------------------------------------------------------------------------------------------------
Colombia (Republic of) Nts.:
8.25%, 12/22/14                                                                               6,655,000        7,520,150
11.75%, 3/1/10 [COP]                                                                      7,228,000,000        3,739,512
                                                                                                          ---------------
                                                                                                              48,684,736

- -------------------------------------------------------------------------------------------------------------------------
COSTA RICA--0.0%
Costa Rica (Republic of) Unsec. Bonds, 9.995%, 8/1/20                                         2,730,000        3,552,413
- -------------------------------------------------------------------------------------------------------------------------
DENMARK--0.5%
Denmark (Kingdom of) Bonds:
4%, 11/15/10 [DKK]                                                                           78,390,000       14,875,042
4%, 11/15/15 [DKK]                                                                           57,085,000       10,641,839
7%, 11/10/24 [DKK]                                                                           20,740,000        5,069,238
- -------------------------------------------------------------------------------------------------------------------------
Denmark (Kingdom of) Nts., 4%, 8/15/08 [DKK]                                                 82,385,000       15,700,410
                                                                                                          ---------------
                                                                                                              46,286,529

- -------------------------------------------------------------------------------------------------------------------------
DOMINICAN REPUBLIC--0.0%
Dominican Republic Unsec. Unsub. Bonds, Series REGS, 9.04%, 1/23/18                           2,705,118        3,059,488
- -------------------------------------------------------------------------------------------------------------------------
EGYPT--0.1%
Egypt (The Arab Republic of) Unsec. Unsub. Bonds, 8.75%, 7/15/12 6 [EGP]                     54,260,000        9,953,736
- -------------------------------------------------------------------------------------------------------------------------
EL SALVADOR--0.1%
El Salvador (Republic of) Bonds:
7.625%, 9/21/34 6                                                                             1,185,000        1,344,975
7.65%, 6/15/35 6                                                                              7,740,000        8,707,500
                                                                                                          ---------------
                                                                                                              10,052,475

- -------------------------------------------------------------------------------------------------------------------------
FRANCE--4.9%
France (Government of) Obligations Assimilables du Tresor Bonds:
3.25%, 4/25/16 [EUR]                                                                        142,130,000      186,582,485



                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

FRANCE Continued
France (Government of) Obligations Assimilables du Tresor Bonds:
Continued
4%, 10/25/38 [EUR]                                                                          122,300,000   $  155,709,321
- -------------------------------------------------------------------------------------------------------------------------
France (Government of) Treasury Bills, 3.99%, 10/18/07 5 [EUR]                               50,550,000       71,955,307
                                                                                                          ---------------
                                                                                                             414,247,113

- -------------------------------------------------------------------------------------------------------------------------
GERMANY--8.0%
Germany (Federal Republic of) Bonds:
Series 03, 3.75%, 7/4/13 [EUR]                                                               83,080,000      115,742,646
Series 05, 4%, 1/4/37 [EUR]                                                                 147,735,000      191,074,448
- -------------------------------------------------------------------------------------------------------------------------
Germany (Federal Republic of) Treasury Bills, Series 0707,
4.108%, 1/16/08 5 [EUR]                                                                     263,480,000      371,443,343
                                                                                                          ---------------
                                                                                                             678,260,437

- -------------------------------------------------------------------------------------------------------------------------
GHANA--0.1%
Ghana (Republic of) Bonds, 8.50%, 10/4/17 1,9                                                 6,100,000        6,222,000
- -------------------------------------------------------------------------------------------------------------------------
GREECE--1.5%
Greece (Republic of) Bonds, 4.60%, 5/20/13 [EUR]                                             86,700,000      124,897,748
- -------------------------------------------------------------------------------------------------------------------------
GUATEMALA--0.0%
Guatemala (Republic of) Nts.:
10.25%, 11/8/11 6                                                                               160,000          184,800
10.25%, 11/8/11                                                                                 525,000          606,375
                                                                                                          ---------------
                                                                                                                 791,175

- -------------------------------------------------------------------------------------------------------------------------
INDONESIA--0.2%
Indonesia (Republic of) Nts.:
6.75%, 3/10/14 6                                                                              5,170,000        5,338,025
7.25%, 4/20/15 6                                                                              7,450,000        7,915,625
- -------------------------------------------------------------------------------------------------------------------------
Indonesia (Republic of) Unsec. Nts., 8.50%, 10/12/35 6                                        6,540,000        7,733,550
                                                                                                          ---------------
                                                                                                              20,987,200

- -------------------------------------------------------------------------------------------------------------------------
ISRAEL--0.3%
Israel (State of) Bonds, Series 2682, 7.50%, 3/31/14 [ILS]                                  107,990,000       29,776,275
- -------------------------------------------------------------------------------------------------------------------------
ITALY--4.6%
Italy (Republic of) Nts., Certificati di Credito del Tesoro, 4.40%, 7/1/09 2 [EUR]          271,860,000      389,261,932
- -------------------------------------------------------------------------------------------------------------------------
JAPAN--7.4%
Japan (Government of) Bonds:
2 yr., Series 252, 0.80%, 1/15/09 9 [JPY]                                                27,807,000,000      242,130,182
10 yr., Series 245, 0.90%, 12/20/12 9 [JPY]                                              12,976,000,000      111,140,714
10 yr., Series 268, 1.50%, 3/20/15 9 [JPY]                                               13,780,000,000      120,776,694
30 yr., Series 25, 2.30%, 12/20/36 9 [JPY]                                               18,695,000,000      158,464,396
                                                                                                          ---------------
                                                                                                             632,511,986

- -------------------------------------------------------------------------------------------------------------------------
MALAYSIA--0.6%
Johor Corp. Malaysia (Government of) Bonds, Series P3, 1%, 7/31/12 1 [MYR]                  107,980,000       36,759,149
- -------------------------------------------------------------------------------------------------------------------------
Malaysia (Government of) Bonds, Series 2/05, 4.72%, 9/30/15 [MYR]                            39,730,000       12,388,298
                                                                                                          ---------------
                                                                                                              49,147,447


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


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

MEXICO--0.0%
Mexican Williams Sr. Nts., 6.63%, 11/15/08 1,2                                         $        500,000   $      504,500
- -------------------------------------------------------------------------------------------------------------------------
NIGERIA--0.6%
Nigeria (Federal Republic of) Bonds, Series 5Y, 13.50%, 9/11/11 [NGN]                       437,980,000        3,568,208
- -------------------------------------------------------------------------------------------------------------------------
Nigeria (Federal Republic of) Nts.:
Series 3Y2S, 12.50%, 2/24/09 [NGN]                                                          356,000,000        3,004,390
Series 3Y7S, 17%, 12/16/08 [NGN]                                                            570,000,000        5,030,751
Series 7Y, 9.20%, 6/29/14 [NGN]                                                             650,000,000        5,178,714
- -------------------------------------------------------------------------------------------------------------------------
Nigeria (Federal Republic of) Promissory Nts., Series RC, 5.092%, 1/5/10                        320,171          288,086
- -------------------------------------------------------------------------------------------------------------------------
Nigeria (Federal Republic of) Treasury Bonds:
Series 5Y13, 12.99%, 9/29/11 [NGN]                                                          866,700,000        7,839,758
Series 7Y16, 11.99%, 12/22/13 [NGN]                                                       1,422,500,000       12,725,240
Series 7YR, 12.74%, 10/27/13 [NGN]                                                        1,050,600,000        9,650,080
                                                                                                          ---------------
                                                                                                              47,285,227

- -------------------------------------------------------------------------------------------------------------------------
PANAMA--0.3%
Panama (Republic of) Bonds:
6.70%, 1/26/36                                                                                4,650,000        4,801,125
7.25%, 3/15/15                                                                               15,905,000       17,097,875
8.875%, 9/30/27                                                                               3,255,000        4,143,062
9.375%, 4/1/29                                                                                1,650,000        2,219,250
                                                                                                          ---------------
                                                                                                              28,261,312

- -------------------------------------------------------------------------------------------------------------------------
PERU--1.3%
Peru (Republic of) Bonds:
7.84%, 8/12/20 [PEN]                                                                         86,585,000       31,613,420
9.91%, 5/5/15 [PEN]                                                                         128,732,000       50,982,379
Series 7, 8.60%, 8/12/17 [PEN]                                                               56,965,000       21,556,206
Series 8-1, 12.25%, 8/10/11 [PEN]                                                            18,633,000        7,306,105
- -------------------------------------------------------------------------------------------------------------------------
Peru (Republic of) Sr. Nts., 4.533%, 2/28/16 5                                                2,350,699        1,428,449
                                                                                                          ---------------
                                                                                                             112,886,559

- -------------------------------------------------------------------------------------------------------------------------
PHILIPPINES--0.3%
Philippines (Republic of the) Bonds, 8%, 1/15/16                                              2,910,000        3,266,475
- -------------------------------------------------------------------------------------------------------------------------
Philippines (Republic of the) Unsec. Bonds:
7.75%, 1/14/31                                                                                3,914,000        4,354,325
9%, 2/15/13                                                                                  12,145,000       13,906,025
                                                                                                          ---------------
                                                                                                              21,526,825

- -------------------------------------------------------------------------------------------------------------------------
POLAND--0.4%
Poland (Republic of) Bonds:
Series DS1013, 5%, 10/24/13 [PLZ]                                                            79,840,000       29,271,394
Series WS0922, 5.75%, 9/23/22 [PLZ]                                                          10,000,000        3,780,532
                                                                                                          ---------------
                                                                                                              33,051,926


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

SPAIN--2.2%
Spain (Government of) Bonds, 3.80%, 1/31/17 [EUR]                                            30,885,000   $   41,995,391
- -------------------------------------------------------------------------------------------------------------------------
Spain (Government of) Treasury Bills, 3.758%, 10/19/07 5 [EUR]                               99,975,000      142,304,959
                                                                                                          ---------------
                                                                                                             184,300,350

- -------------------------------------------------------------------------------------------------------------------------
THE NETHERLANDS--0.9%
Netherlands (Kingdom of the) Bonds, 5%, 7/15/11 [EUR]                                        54,140,000       79,408,524
- -------------------------------------------------------------------------------------------------------------------------
TURKEY--1.8%
Turkey (Republic of) Bonds:
6.75%, 4/3/18 9                                                                              20,035,000       20,035,000
7%, 9/26/16                                                                                  13,755,000       14,081,681
- -------------------------------------------------------------------------------------------------------------------------
Turkey (Republic of) Nts.:
7.25%, 3/15/15                                                                                8,615,000        9,024,213
16%, 3/7/12 [TRY]                                                                           106,080,000       88,616,613
17.864%, 8/13/08 5 [TRY]                                                                     28,615,000       20,595,403
                                                                                                          ---------------
                                                                                                             152,352,910

- -------------------------------------------------------------------------------------------------------------------------
UNITED KINGDOM--4.9%
United Kingdom Treasury Bonds:
5%, 3/7/08 10 [GBP]                                                                          61,145,000      124,958,432
6%, 12/7/28 [GBP]                                                                            70,060,000      166,453,420
- -------------------------------------------------------------------------------------------------------------------------
United Kingdom Treasury Nts., 4%, 3/7/09 [GBP]                                               63,050,000      127,200,369
                                                                                                          ---------------
                                                                                                             418,612,221

- -------------------------------------------------------------------------------------------------------------------------
URUGUAY--0.8%
Uruguay (Oriental Republic of) Bonds:
4.25%, 4/5/27 [UYU]                                                                         248,600,000       11,753,324
7.625%, 3/21/36                                                                              17,825,000       19,117,313
- -------------------------------------------------------------------------------------------------------------------------
Uruguay (Oriental Republic of) Unsec. Bonds:
5%, 9/14/18 [UYU]                                                                           403,060,000       21,546,538
8%, 11/18/22                                                                                 12,685,000       14,143,775
                                                                                                          ---------------
                                                                                                              66,560,950
                                                                                                          ---------------
Total Foreign Government Obligations (Cost $4,343,827,546)                                                 4,588,225,882

- -------------------------------------------------------------------------------------------------------------------------
LOAN PARTICIPATIONS--0.1%
- -------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston International, Export-Import Bank of Ukraine
Loan Participation Nts., 8.40%, 2/9/16                                                        5,890,000        5,713,300
- -------------------------------------------------------------------------------------------------------------------------
Dali Capital plc/Bank of Moscow Loan Participation Nts., Series 28,
Tranche 1, 7.25%, 11/25/09 [RUR]                                                             72,600,000        2,906,155
- -------------------------------------------------------------------------------------------------------------------------
Dali Capital SA (ROSBANK) Loan Participation Nts., Series 23, Tranche
1, 8%, 9/30/09 [RUR]                                                                         71,200,000        2,857,074
                                                                                                          ---------------
Total Loan Participations (Cost $11,140,331)                                                                  11,476,529


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


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

CORPORATE BONDS AND NOTES--13.1%
- -------------------------------------------------------------------------------------------------------------------------
AES Dominicana Energia Finance SA, 11% Sr. Nts., 12/13/15 6                            $      7,923,000   $    8,140,883
- -------------------------------------------------------------------------------------------------------------------------
AES Panama SA, 6.35% Sr. Nts., 12/21/16 6                                                     2,225,000        2,184,267
- -------------------------------------------------------------------------------------------------------------------------
African Development Bank, 9.25% Bonds, 1/18/08 [NGN]                                      1,289,400,000       10,982,557
- -------------------------------------------------------------------------------------------------------------------------
Alrosa Finance SA:
8.875% Nts., 11/17/14                                                                         7,010,000        7,724,319
8.875% Nts., 11/17/14 6                                                                       7,625,000        8,401,988
- -------------------------------------------------------------------------------------------------------------------------
AmBev International Finance Co. Ltd., 9.50% Bonds, 7/24/17 6 [BRR]                           27,130,000       13,727,810
- -------------------------------------------------------------------------------------------------------------------------
America Movil SAB de CV, 8.46% Bonds, 12/18/36 6 [MXN]                                      140,800,000       12,655,702
- -------------------------------------------------------------------------------------------------------------------------
Autopistas del Nordeste Cayman Ltd., 9.39% Nts., 1/15/26 6                                    9,146,394        9,283,590
- -------------------------------------------------------------------------------------------------------------------------
BA Covered Bond Issuer, 4.25% Sec. Nts., 4/5/17 [EUR]                                        34,020,000       46,331,021
- -------------------------------------------------------------------------------------------------------------------------
Banco Bilbao Vizcaya Argentaria SA, 4.25% Sec. Bonds, 7/15/14 [EUR]                          32,820,000       45,456,325
- -------------------------------------------------------------------------------------------------------------------------
Banco BMG SA, 9.15% Nts., 1/15/16 6                                                           9,710,000       10,316,875
- -------------------------------------------------------------------------------------------------------------------------
Banco de Credito del Peru, 6.95% Sub. Nts., 11/7/21 2,6                                       2,750,000        2,695,000
- -------------------------------------------------------------------------------------------------------------------------
Banco Hipotecario SA, 9.75% Sr. Unsec. Nts., 4/27/16 6                                        4,325,000        4,292,563
- -------------------------------------------------------------------------------------------------------------------------
Banco Invex SA, 24.891% Mtg. Backed Certificates,
Series 062U, 3/13/34 2,11 [MXN]                                                              32,056,600       11,726,008
- -------------------------------------------------------------------------------------------------------------------------
C10 Capital SPV Ltd., 6.722% Unsec. Perpetual Debs. 6,12                                      6,700,000        6,446,432
- -------------------------------------------------------------------------------------------------------------------------
Cloverie plc, 9.838% Sec. Nts., Series 2005-93, 12/20/10 1,2                                  3,600,000        3,907,800
- -------------------------------------------------------------------------------------------------------------------------
Coriolanus Ltd., 10.62% Sec. Nts., 8/10/10 1                                                 16,300,000       15,631,700
- -------------------------------------------------------------------------------------------------------------------------
Eirles Two Ltd., 6.793% Sec. Nts., Series 335, 4/30/12 1,2                                   10,800,000       10,766,520
- -------------------------------------------------------------------------------------------------------------------------
Eletropaulo Metropolitana SA, 19.125% Nts., 6/28/10 6 [BRR]                                  13,295,000        8,377,373
- -------------------------------------------------------------------------------------------------------------------------
Gaz Capital (Gazprom), 7.288% Sr. Unsec. Bonds, 8/16/37 6                                    27,890,000       29,667,988
- -------------------------------------------------------------------------------------------------------------------------
HBOS Treasury Services plc:
4.375% Sr. Sec. Nts., 7/13/16 [EUR]                                                         129,560,000      178,834,331
4.50% Sr. Sec. Nts., 7/13/21 [EUR]                                                           67,050,000       91,090,058
- -------------------------------------------------------------------------------------------------------------------------
HSBC Bank plc:
11.601% Sr. Unsec. Nts., 1/12/10 1,5                                                         42,800,000       33,812,000
12.278% Sr. Unsec. Nts., 3/9/09 1,5                                                          30,220,000       26,342,774
9.751% Sr. Unsec. Nts., 7/8/09 1,5                                                           30,220,000       27,953,500
- -------------------------------------------------------------------------------------------------------------------------
ICICI Bank Ltd.:
6.375% Bonds, 4/30/22 2,6                                                                    12,125,000       11,356,275
6.625% Nts., 10/3/12 1,9                                                                     11,560,000       11,600,460
- -------------------------------------------------------------------------------------------------------------------------
IIRSA Norte Finance Ltd., 8.75% Sr. Nts., 5/30/24 6                                           9,305,127       11,026,576
- -------------------------------------------------------------------------------------------------------------------------
Inter-American Development Bank:
6.26% Nts., 12/8/09 2 [BRR]                                                                  11,200,000        6,140,753
9.891% Nts., 1/25/12 2 [COP]                                                             10,865,571,549        6,342,639
- -------------------------------------------------------------------------------------------------------------------------
International Bank for Reconstruction & Development (The),
15% Nts., 1/7/10 1 [TRY]                                                                      3,000,000        2,451,052
- -------------------------------------------------------------------------------------------------------------------------
ISA Capital do Brasil SA:
7.875% Sr. Nts., 1/30/12 6                                                                    2,225,000        2,263,938
8.80% Sr. Nts., 1/30/17 6                                                                     2,780,000        2,919,000



                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

JP Morgan Hipotecaria su Casita:
6.47% Sec. Nts., 8/26/35 1 [MXN]                                                             41,757,200   $    3,777,546
20.077% Mtg.-Backed Certificates, Series 06U, 9/25/35 2 [MXN]                                25,013,500        7,907,883
- -------------------------------------------------------------------------------------------------------------------------
JPMorgan, Red Square Capital Ltd., 9% CDO Nts., 11/20/08 1 [RUR]                            365,000,000       14,653,858
- -------------------------------------------------------------------------------------------------------------------------
Kuznetski Capital SA/Bank of Moscow, 7.375% Nts., 11/26/10 6                                  2,780,000        2,800,850
- -------------------------------------------------------------------------------------------------------------------------
Majapahit Holding BV:
7.25% Nts., 10/17/11 6                                                                        2,860,000        2,895,750
7.75% Nts., 10/17/16 6                                                                        2,640,000        2,686,200
- -------------------------------------------------------------------------------------------------------------------------
MHP SA, 10.25% Sr. Sec. Sub. Bonds, 11/30/11 6                                                2,745,000        2,717,550
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley:
6.25% Sr. Nts., 3/23/17 1 [PEN]                                                              26,120,000        7,985,463
10.09% Sr. Unsec. Nts., 5/3/17 1 [BRR]                                                       49,950,000       26,705,401
- -------------------------------------------------------------------------------------------------------------------------
National Gas Co., 6.05% Nts., 1/15/36 6                                                       4,945,000        4,709,104
- -------------------------------------------------------------------------------------------------------------------------
National Power Corp.:
5.875% Unsec. Unsub. Bonds, 12/19/16 [PHP]                                                  665,100,000       14,378,709
6.875% Nts., 11/2/16 6                                                                        2,739,000        2,718,458
9.625% Unsec. Bonds, 5/15/28                                                                  5,095,000        6,126,738
- -------------------------------------------------------------------------------------------------------------------------
Nordic Investment Bank, 12.50% Sr. Unsec. Nts., 2/15/09 1 [TRY]                               5,000,000        3,939,519
- -------------------------------------------------------------------------------------------------------------------------
Ongko International Finance Co. BV, 10.50% Sec. Nts., 3/29/10 1,13,14                           550,000                --
- -------------------------------------------------------------------------------------------------------------------------
Petroleum Export Ltd. Cayman SPV, 5.265% Sr. Nts., Cl. A3, 6/15/11 6                         10,678,777       10,623,194
- -------------------------------------------------------------------------------------------------------------------------
Piazza Vittoria Finance SrL, 5.77% Asset-Backed Nts., 7/20/10 2 [EUR]                        27,415,135       38,959,522
- -------------------------------------------------------------------------------------------------------------------------
RSHB Capital SA/OJSC Russian Agricultural Bank, 7.175% Nts., 5/16/13 6                        3,820,000        3,900,602
- -------------------------------------------------------------------------------------------------------------------------
Salisbury International Investments Ltd., 9.51% Sec. Nts.,
Series 2006-003, Tranche E, 7/20/11 1,2                                                       2,400,000        2,503,200
- -------------------------------------------------------------------------------------------------------------------------
Telefonica del Peru SA, 8% Sr. Unsec. Bonds, 4/11/16 6 [PEN]                                 26,033,700        9,037,564
- -------------------------------------------------------------------------------------------------------------------------
Tengizchevroil LLP, 6.124% Nts., 11/15/14 6                                                   5,840,000        5,781,016
- -------------------------------------------------------------------------------------------------------------------------
TGI International Ltd., 9.50% Nts., 10/3/17 1,9                                              10,640,000       10,746,400
- -------------------------------------------------------------------------------------------------------------------------
Tiers-BSP, 0%/8.60% Collateralized Trust, Cl. A, 6/15/97 15                                   6,065,000        2,739,136
- -------------------------------------------------------------------------------------------------------------------------
Transshipment Megahub Bhd:
5.15% Nts., 11/2/12 1 [MYR]                                                                  21,000,000        6,085,224
6.70% Bonds, Series F, 11/2/12 1 [MYR]                                                       14,000,000        4,319,354
6.85% Nts., 11/2/12 1 [MYR]                                                                  16,000,000        4,967,395
6.95% Nts., 11/2/12 1 [MYR]                                                                  11,000,000        3,429,288
- -------------------------------------------------------------------------------------------------------------------------
Vitro SAB de CV:
8.625% Sr. Unsec. Unsub. Nts., 2/1/12                                                         2,775,000        2,747,250
9.125% Sr. Unsec. Unsub. Nts., 2/1/17                                                         4,715,000        4,656,063
- -------------------------------------------------------------------------------------------------------------------------
VTB Capital SA, 6.25% Sr. Nts., 6/30/35 6                                                     2,950,000        2,895,130
- -------------------------------------------------------------------------------------------------------------------------
WM Covered Bond Program:
3.875% Sec. Nts., Series 1, 9/27/11 [EUR]                                                    81,560,000      112,480,089
4% Sec. Mtg. Nts., Series 2, 9/27/16 [EUR]                                                   79,755,000      105,870,501
                                                                                                          ---------------

Total Corporate Bonds and Notes (Cost $1,077,234,417)                                                      1,116,594,034


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


                                                                                                                   VALUE
                                                                                                  UNITS       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

RIGHTS, WARRANTS AND CERTIFICATES--0.0%
- -------------------------------------------------------------------------------------------------------------------------
Venezuela (Republic of) Oil Linked Payment Obligation Wts.,
Exp. 4/15/20 1,13 (Cost $0)                                                                         500   $       18,750


                                                                                              PRINCIPAL
                                                                                                 AMOUNT
- -------------------------------------------------------------------------------------------------------------------------

STRUCTURED SECURITIES--18.6%
- -------------------------------------------------------------------------------------------------------------------------
Citigroup Global Markets Holdings, Inc.:
Argentina (Republic of) Credit Linked Nts., 11.44%, 5/22/08 1,11 [ARP]                       11,655,000       10,594,523
Argentina (Republic of) Credit Linked Nts., 4%, 5/18/09 1 [ARP]                               7,884,000        7,164,990
Argentina (Republic of) Unsec. Credit Linked Nts., 9.28%, 4/16/10 1,11 [ARP]                 10,108,564        5,242,171
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 10%, 1/5/10 [BRR]                    38,356,000       20,873,716
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 10%, 1/5/10 [BRR]                    59,878,000       32,586,201
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 10%, 1/5/10 [BRR]                   100,000,000       54,420,992
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 14.809%,
1/5/10 5 [BRR]                                                                               32,035,902       13,704,672
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 15.427%,
1/2/09 5 [BRR]                                                                               28,074,132       13,401,301
Brazil (Federal Republic of) Unsec. Credit Linked Nts., 15.728%,
1/3/08 5 [BRR]                                                                               24,719,335       13,143,782
Colombia (Republic of) Credit Linked Bonds, 11%, 7/27/20 [COP]                           12,570,000,000        6,590,939
Colombia (Republic of) Credit Linked Nts., Series II, 15%, 4/27/12 [COP]                  6,942,469,928        3,954,591
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12 [COP]                     31,110,000,000       17,720,975
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12 [COP]                     12,430,000,000        7,080,415
Colombia (Republic of) Unsec. Credit Linked Nts., 15%, 4/27/12 [COP]                     11,705,100,000        6,667,496
Dominican Republic Credit Linked Nts., 10.086%, 3/20/08 1,5 [DOP]                           118,000,000        3,224,569
Dominican Republic Credit Linked Nts., 22%, 10/3/11 [DOP]                                   158,100,000        5,992,075
Dominican Republic Credit Linked Nts., 8.452%, 3/24/08 5 [DOP]                              177,660,000        5,104,587
Dominican Republic Credit Linked Nts., 9.522%, 5/12/08 5 [DOP]                              106,540,000        3,016,971
Dominican Republic Credit Linked Nts., 9.826%, 3/20/08 5 [DOP]                              109,540,000        3,146,596
Dominican Republic Credit Linked Nts., 9.931%, 12/24/07 5 [DOP]                             107,470,000        3,087,134
Dominican Republic Unsec. Credit Linked Nts., 15%, 3/12/12 [DOP]                            289,700,000        8,980,908
Dominican Republic Unsec. Credit Linked Nts., 9.342%, 8/11/08 5,9 [DOP]                     244,600,000        6,761,725
Dominican Republic Unsec. Credit Linked Nts., 9.696%, 3/10/08 5 [DOP]                       196,300,000        5,657,819
Dominican Republic Unsec. Credit Linked Nts., Series 007, 9.302%,
5/12/08 5 [DOP]                                                                             211,900,000        6,000,526
Egypt (The Arab Republic of) Credit Linked Nts., 7.364%, 1/10/08 1,5 [EGP]                   54,440,000        9,553,087
Egypt (The Arab Republic of) Unsec. Credit Linked Nts., 8.376%,
2/28/08 1,5 [EGP]                                                                            54,300,000        9,440,085
Egypt (The Arab Republic of) Unsec. Credit Linked Nts., 8.50%,
2/16/08 [EGP]                                                                                34,150,000        6,172,364
Ghana (Republic of) Credit Linked Nts., 13.50%, 4/2/10 [GHS]                                 15,350,000       16,782,235
Nigeria (Federal Republic of) Credit Linked Nts., 14.50%, 3/1/11 6 [NGN]                  2,672,000,000       24,883,320
Nigeria (Federal Republic of) Credit Linked Nts., Series II, 14.50%,
4/4/11 6 [NGN]                                                                            2,032,000,000       18,994,818
Renins Nonlife Ltd. Credit Linked Nts., 12.50%, 5/30/12 1                                     4,925,000        4,925,000
Russian Federation Credit Linked Nts., 7.65%, 12/4/08 1,2 [RUR]                              41,690,000        1,647,756
Ukraine Hryvnia Unsec. Credit Linked Nts., 11.94%, 1/4/10 [UAH]                              13,799,000        2,954,782
Zambia (Republic of) Credit Linked Nts., 8.833%, 2/21/08 5 [ZMK]                         38,315,000,000        9,364,442



                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

Credit Suisse First Boston International:
Boryspil Airport Total Return Linked Nts., 10%, 4/19/10 2 [UAH]                              49,215,000   $   10,156,863
EES Total Return Linked Nts., 7.10%, 12/12/08 2 [RUR]                                        72,800,000        2,922,742
Gazprom Total Return Linked Nts., 6.79%, 10/29/09 [RUR]                                     144,790,000        5,970,404
Gazprom Total Return Linked Nts., Series 002, 6.95%, 8/6/09 [RUR]                           141,750,000        5,742,351
Indonesia (Republic of) Total Return Linked Nts., 12%, 9/16/11 1 [IDR]                  116,800,000,000       14,167,859
Lukoil Credit Linked Nts., Series Fbi 105, 7.25%, 11/19/09 1,2 [RUR]                        321,528,000       12,999,105
Moitk Total Return Linked Nts., 8.966%, 3/26/11 1,2 [RUR]                                   352,714,000       12,770,085
Moscow (City of) Credit Linked Nts., Series Fbi 101, 10%, 12/31/10 1 [RUR]                  277,800,000       12,276,113
Moscow (City of) Credit Linked Nts., Series Fbi 98, 11%, 4/23/09 6 [RUR]                    280,840,000       12,200,203
Orenburgskaya IZHK Total Return Linked Nts., 9.24%, 2/21/12 1,2 [RUR]                        64,940,000        2,481,787
Ukraine (Republic of) Credit Linked Nts., Series EMG 13, 11.94%,
12/30/09 [UAH]                                                                               30,400,000        6,868,439
Vietnam Shipping Industry Group Total Return Linked Nts.,
10.50%, 1/19/17 1 [VND]                                                                  85,958,000,000        5,450,526
- -------------------------------------------------------------------------------------------------------------------------
Credit Suisse First Boston, Inc. (Nassau Branch):
Russian Oreniz Credit Linked Nts., Series 009, 9.24%, 2/21/12 1,2 [RUR]                      75,000,000        2,866,246
Russian Specialized Construction and Installation Administration
Credit Linked Nts., 8.59%, 5/20/10 1,2 [RUR]                                                 64,600,000        2,598,730
Ukraine (Republic of) Credit Linked Nts., Series EMG 11, 11.94%,
12/30/09 [UAH]                                                                                9,163,000        2,070,247
Ukraine (Republic of) Credit Linked Nts., Series NPC 12, 11.94%,
12/30/09 6 [UAH]                                                                             65,490,000       14,796,517
- -------------------------------------------------------------------------------------------------------------------------
Credit Suisse Group, Russian Moscoblgaz Finance Total Return Linked
Nts., 9.25%, 6/24/12 1 [RUR]                                                                 64,500,000        2,568,760
- -------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG:
Argentina (Republic of) Credit Linked Nts., 11.50%, 12/21/11 1 [ARP]                         35,580,000       28,920,400
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico
SA de CV Credit Linked Nts., 9.09%, 1/5/11 1 [MXN]                                          105,478,332        9,692,041
Arrendadora Capita Corp. SA de CV/Capita Corp. (The) de Mexico
SA de CV Credit Linked Nts., 9.65%, 1/5/11 1 [MXN]                                           69,607,189        6,395,965
Brazil Real Credit Linked Nts., 13.882%, 3/3/10 5 [BRR]                                      61,128,560       26,029,240
Brazil Real Credit Linked Nts., 6%, 8/18/10 [BRR]                                            15,895,000       14,206,471
Colombia (Republic of) Credit Linked Nts., 13.50%, 9/15/14 1 [COP]                       13,259,000,000        7,553,406
Colombia (Republic of) Total Return Linked Bonds, Series 002, 11%,
7/28/20 [COP]                                                                            24,620,000,000       12,901,756
Compania Total Return Linked Nts., 4.454%, 7/22/10 [EUR]                                     11,407,613       16,370,719
Egypt (The Arab Republic of) Credit Linked Nts., 9.381%, 2/5/08 1,5 [EGP]                    36,510,000        6,328,400
Egypt (The Arab Republic of) Total Return Linked Nts., 7.725%,
9/16/08 5 [EGP]                                                                              74,375,000       12,439,893
European Investment Bank, Russian Federation Credit Linked Nts.,
5.502%, 1/19/10 1,5                                                                           8,475,000        7,252,905
Grupo TMM SA Credit Linked Nts., 6%, 9/7/12 1                                                 4,966,695        4,991,529
Halyk Bank of Kazakhstan Total Return Linked Nts., Series I, 7.25%,
3/20/09 [KZT]                                                                             2,003,690,000       15,984,791
Indonesia (Republic of) Credit Linked Nts., 9.50%, 6/22/15                                   10,300,162       10,822,792
Indonesia (Republic of) Credit Linked Nts., Series III, 14.25%, 6/15/13                      12,412,800       15,781,013
Nigeria (Federal Republic of) Credit Linked Nts., 12.50%, 2/24/09 [NGN]                     525,300,000        4,374,004
Nigeria (Federal Republic of) Credit Linked Nts., 15%, 1/27/09 [NGN]                        704,900,000        6,108,758



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


                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

STRUCTURED SECURITIES Continued
- -------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG: Continued
OAO Gazprom I Credit Nts., 9.35%, 10/20/07                                             $      1,435,000   $    1,498,305
Peru (Republic of) Credit Linked Nts., 6.659%, 2/20/11 2                                      3,255,000        3,319,591
Romania (Republic of) 3 yr. Linked Nts., 12.25%, 10/15/07 [RON]                              22,740,000       10,797,766
Russian Federation Credit Linked Nts., 0%, 12/2/09 5 [RUR]                                  233,573,000        9,850,013
Russian Federation Credit Linked Nts., 6.942%, 2/22/08 5 [RUR]                              161,200,000        6,288,203
Russian Federation Credit Linked Nts., 7.176%, 2/21/08 5 [RUR]                               78,000,000        3,041,988
Russian Federation Total Return Linked Nts., Series II, 9%, 4/22/11 [RUR]                   288,935,000       12,669,376
Russian Railways Total Return Linked Bonds, 6.67%, 1/26/09 2 [RUR]                          146,720,000        5,872,152
Singapore, Vietnam Shipping Industry Group Total Return Linked Nts.,
9%, 4/20/17 1 [VND]                                                                     216,800,000,000       12,853,547
Ukraine (Republic of) 5 yr. Credit Linked Nts., 4.05%, 8/25/10                                2,505,000        2,552,119
Ukraine (Republic of) 5.5 yr. Credit Linked Nts., 4.05%, 2/25/11                              2,505,000        2,546,708
Ukraine (Republic of) 6 yr. Credit Linked Nts., 4.05%, 8/25/11                                2,505,000        2,543,477
Ukraine (Republic of) 6.5 yr. Credit Linked Nts., 4.05%, 2/27/12                              2,505,000        2,538,216
Ukraine (Republic of) 7 yr. Credit Linked Nts., 4.05%, 8/28/12                                2,505,000        2,533,532
Ukraine (Republic of) Credit Linked Nts., 10.208%, 7/1/09 1 [UAH]                            18,508,800        3,853,176
Ukraine (Republic of) Credit Linked Nts., 11.94%, 12/30/09 [UAH]                              3,228,000          716,084
Ukraine (Republic of) Credit Linked Nts., 11.94%, 12/30/09 [UAH]                             11,438,000        2,537,351
Ukraine (Republic of) Credit Linked Nts., 9.60%, 7/1/09 1 [UAH]                               5,302,400        1,103,858
United Mexican States Credit Linked Nts., 9.52%, 1/5/11 1 [MXN]                              69,604,885        6,395,753
Videocon International Ltd. Credit Linked Nts., 6.26%, 12/29/09 1                             7,300,000        7,290,583
- -------------------------------------------------------------------------------------------------------------------------
Dresdner Bank AG, Lukoil Credit Linked Nts., Series 3, 7.04%,
12/8/11 2,6 [RUR]                                                                           213,030,000        9,023,971
- -------------------------------------------------------------------------------------------------------------------------
Goldman Sachs & Co., Turkey (Republic of) Credit Linked Nts., 14.802%,
3/29/17 5,6 [TRY]                                                                           129,050,000       25,756,541
- -------------------------------------------------------------------------------------------------------------------------
Goldman Sachs Capital Markets LP, Colombia (Republic of) Credit
Linked Nts., 10.476%, 2/8/37 5,6 [COP]                                                  376,977,600,000        7,764,863
- -------------------------------------------------------------------------------------------------------------------------
Goldman Sachs International, Russian Federation Total Return Linked
Nts., 8%, 5/13/09 2 [RUR]                                                                   573,900,000       23,076,940
- -------------------------------------------------------------------------------------------------------------------------
ING Bank NV, Ukraine (Republic of) Credit Linked Nts., Series 725,
11.89%, 12/30/09 1 [UAH]                                                                     64,285,000       14,597,327
- -------------------------------------------------------------------------------------------------------------------------
JPMorgan Chase Bank:
Argentina (Republic of) Credit Linked Nts., 11.45%, 12/19/11 1 [ARP]                         36,445,000       30,141,907
Brazil (Federal Republic of) Credit Linked Nts., 13.847%, 4/1/10 5,6 [BRR]                  129,150,391       54,781,467
Brazil (Federal Republic of) Credit Linked Nts., 14.35%, 2/20/12 1 [BRR]                     34,060,000       18,315,844
Brazil (Federal Republic of) Credit Linked Nts., 15.326%, 1/2/15 5 [BRR]                    115,066,796       28,365,692
Brazil (Federal Republic of) Credit Linked Nts., 2.731%, 11/30/12 5,6 [ARP]                  35,605,000        9,822,888
Brazil (Federal Republic of) Credit Linked Nts., 6%, 5/16/45 1 [BRR]                         11,130,000        9,976,075
Colombia (Republic of) Credit Linked Bonds, 10.19%, 1/5/16 5,6 [COP]                    153,800,000,000       29,377,357
Colombia (Republic of) Credit Linked Bonds, 10.218%, 10/31/16 1,5 [COP]                  90,697,000,000       17,324,045
Colombia (Republic of) Credit Linked Bonds, 11.198%, 8/3/20 1,5 [COP]                   132,560,000,000       18,916,564
Colombia (Republic of) Credit Linked Bonds, Series A, 10.218%,
10/31/16 1,5 [COP]                                                                       90,312,000,000       17,250,507
Peru (Republic of) Credit Linked Nts., 8.115%, 9/2/15 5,6 [PEN]                              40,860,000        7,504,357
Swaziland (Kingdom of) Credit Linked Nts., 7.25%, 6/20/10 6                                   3,850,000        3,811,500
- -------------------------------------------------------------------------------------------------------------------------
JSC Astana Finance, 9.16% Nts., 3/14/12 1                                                    14,000,000       12,770,456



                                                                                              PRINCIPAL            VALUE
                                                                                                 AMOUNT       SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

STRUCTURED SECURITIES Continued
- -------------------------------------------------------------------------------------------------------------------------
Lehman Brothers International, Romania (Republic of) Total Return
Linked Nts., 7.90%, 2/9/10 [RON]                                                             10,726,400   $    4,861,362
- -------------------------------------------------------------------------------------------------------------------------
Lehman Brothers Special Financing, Inc.:
Argentina (Republic of) Credit Linked Nts., 9.655%, 12/20/15 6                               20,000,000       20,594,000
CMS 10 yr. Curve Credit Linked Nts., 6%, 2/5/17                                             130,660,000      125,930,239
Romania (Republic of) Total Return Linked Nts., 6.50%, 3/9/10 [RON]                          30,904,100       13,428,671
Romania (Republic of) Total Return Linked Nts., 6.75%, 3/11/08 [RON]                         36,650,000       16,151,182
Romania (Republic of) Total Return Linked Nts., 7.25%, 4/19/10 [RON]                          3,105,000        1,364,868
Romania (Republic of) Total Return Linked Nts., 7.75%, 4/21/08 [RON]                          3,101,000        1,369,785
Romania (Republic of) Total Return Linked Nts., 7.75%, 4/21/08 [RON]                          7,453,000        3,292,166
Romania (Republic of) Total Return Linked Nts., 7.90%, 2/12/08 [RON]                         24,895,500       11,151,391
- -------------------------------------------------------------------------------------------------------------------------
Merrill Lynch:
Colombia (Republic of) Credit Linked Nts., 10%, 11/17/16 1 [COP]                         13,289,000,000        6,130,860
Renaissance Capital International Services Ltd. Total Return Linked
Nts., 10.50%, 10/7/08 1 [RUR]                                                               414,000,000       16,362,945
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley, Russian Federation Total Return Linked Securities,
Series 007, Cl. VR, 5%, 8/22/34 [RUR]                                                       543,300,000       18,067,695
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. International Ltd./Red Arrow International
Leasing plc:
Total Return Linked Nts., Series A, 8.375%, 6/30/12 1 [RUR]                                 221,069,172        9,093,270
Total Return Linked Nts., Series B, 11%, 6/30/12 1 [RUR]                                    166,758,107        6,926,368
- -------------------------------------------------------------------------------------------------------------------------
Morgan Stanley Capital Services, Inc.:
Bank Center Credit Total Return Linked Nts., 7.52%, 6/6/08 [KZT]                          3,273,000,000       26,529,431
Brazil (Federal Republic of) Linked Nts., 12.551%, 1/5/22 5,6 [BRR]                         173,500,000       19,593,290
Brazil (Federal Republic of) Sr. Linked Nts., 14.40%, 8/4/16 1 [BRR]                         56,967,568       41,956,474
Brazil (Federal Republic of) Total Return Nts., 8/2/10 [BRR]                                 31,053,730       14,151,601
Philippines (Republic of the) Credit Linked Nts., 10.21%, 9/20/15 1                          30,000,000       35,591,700
Philippines (Republic of the) Credit Linked Nts., 8.619%, 9/20/15 1                             980,000        1,119,944
Philippines (Republic of the) Credit Linked Nts., 8.21%, 6/20/16 1,2                          2,640,000        2,797,793
United Mexican States Credit Linked Nts., 5.64%, 11/20/15 6                                  11,760,000       12,440,316
WTI Trading Ltd. Total Return Linked Nts., Series A, 13.50%, 2/6/09 1                        10,900,000       10,464,000
WTI Trading Ltd. Total Return Linked Nts., Series B, 13.50%, 2/6/09 1                        14,550,000       13,968,000
- -------------------------------------------------------------------------------------------------------------------------
UBS AG, Ghana (Republic of) Credit Linked Nts., 14.47%, 12/28/11 1 [GHS]                      7,369,232        7,924,741
                                                                                                          ---------------
Total Structured Securities (Cost $1,379,108,713)                                                          1,584,540,814


                                                                 EXPIRATION   STRIKE
                                                                      DATES    PRICE          CONTRACTS
- -------------------------------------------------------------------------------------------------------------------------

OPTIONS PURCHASED--0.1%
- -------------------------------------------------------------------------------------------------------------------------
Brazilian Real (BRR) Call 13                                       12/21/07   $ 1.81         96,820,000          782,644
- -------------------------------------------------------------------------------------------------------------------------
Credit Suisse International
Basket of Currencies Call 13                                       11/19/07    90.86        134,510,000           13,451
- -------------------------------------------------------------------------------------------------------------------------
Credit Suisse International
Basket of Currencies Call 13                                       12/12/07     1.02        268,230,000          781,944
- -------------------------------------------------------------------------------------------------------------------------
Euro (EUR) Call 13                                                 12/21/07     1.41        196,090,000        5,647,647
                                                                                                          ---------------
Total Options Purchased (Cost $7,942,538)                                                                      7,225,686


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


                                                                                                                  VALUE
                                                                                                 SHARES      SEE NOTE 1
- -------------------------------------------------------------------------------------------------------------------------

INVESTMENTS IN AFFILIATED COMPANIES--13.7%
- -------------------------------------------------------------------------------------------------------------------------
Oppenheimer Institutional Money Market Fund, Cl. E, 5.37% 16,17
(Cost $1,166,273,150)                                                                     1,166,273,150   $1,166,273,150

- -------------------------------------------------------------------------------------------------------------------------
Total Investments, at Value (excluding Investments
Purchased with Cash Collateral from Securities Loaned)
(Cost $8,311,108,304)                                                                                      8,799,733,273


                                                                                              PRINCIPAL
                                                                                                 AMOUNT
- -------------------------------------------------------------------------------------------------------------------------

INVESTMENTS PURCHASED WITH CASH COLLATERAL FROM SECURITIES LOANED--3.4% 18
- -------------------------------------------------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS--3.3%
Undivided interest of 28.03% in joint repurchase agreement (Principal
Amount/Value $1,000,000,000, with a maturity value of $1,000,425,000)
with Bank of America NA, 5.10%, dated 9/28/07, to be repurchased
at $280,413,484 on 10/1/07, collateralized by U.S. Agency Mortgages,
5%-5.50%, 5/1/33-6/1/35, with a value of $1,020,000,000                                $    280,294,359      280,294,359
- -------------------------------------------------------------------------------------------------------------------------
MEDIUM-TERM FLOATING NOTE--0.1%
American Express Credit Corp., 5.76%, 10/15/07                                                1,250,000        1,250,000
- -------------------------------------------------------------------------------------------------------------------------
MBIA Global Funding LLC, 5.14%, 10/30/07                                                      1,250,000        1,250,000
                                                                                                          ---------------
                                                                                                               2,500,000

- -------------------------------------------------------------------------------------------------------------------------
YANKEE CERTIFICATE OF DEPOSIT FLOATING NOTE--0.0%
Natexis Banques Populaires NY, 4.87%, 10/1/07                                                 2,000,000        2,000,000
                                                                                                          ---------------
Total Investments Purchased with Cash Collateral from
Securities Loaned (Cost $284,794,359)                                                                        284,794,359

- -------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $8,595,902,663)                                                 106.6%   9,084,527,632
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS                                                              (6.6)    (559,564,871)
                                                                                       ----------------------------------
NET ASSETS                                                                                        100.0%  $8,524,962,761
                                                                                       ==================================



FOOTNOTES TO STATEMENT OF INVESTMENTS

Principal amount is reported in U.S. Dollars (USD), except for those denoted in
the following currencies:

ARP   Argentine Peso
AUD   Australian Dollar
BRR   Brazilian Real
CAD   Canadian Dollar
COP   Colombian Peso
DKK   Danish Krone
DOP   Dominican Republic Peso
EGP   Egyptian Pounds
EUR   Euro
GBP   British Pound Sterling
GHS   Ghana Cedi
IDR   Indonesia Rupiah
ILS   Israeli Shekel
JPY   Japanese Yen
KZT   Kazakhstan Tenge
MXN   Mexican Nuevo Peso
MYR   Malaysian Ringgit
NGN   Nigeria Naira
PEN   Peruvian New Sol
PHP   Philippines Peso
PLZ   Polish Zloty
RON   New Romanian Leu
RUR   Russian Ruble
TRY   New Turkish Lira
UAH   Ukraine Hryvnia
UYU   Uruguay Peso
VND   Vietnam Dong
ZMK   Zambian Kwacha

1. Illiquid security. The aggregate value of illiquid securities as of September
30, 2007 was $780,664,628, which represents 9.16% of the Fund's net assets. See
Note 13 of accompanying Notes.

2. Represents the current interest rate for a variable or increasing rate
security.

3. Partial or fully-loaned security. See Note 14 of accompanying Notes.

4. All or a portion of the security is held in collateralized accounts to cover
initial margin requirements on open futures contracts. The aggregate market
value of such securities is $35,593,466. See Note 6 of accompanying Notes.

5. Zero coupon bond reflects effective yield on the date of purchase.

6. Represents securities sold under Rule 144A, which are exempt from
registration under the Securities Act of 1933, as amended. These securities have
been determined to be liquid under guidelines established by the Board of
Trustees. These securities amount to $519,976,855 or 6.10% of the Fund's net
assets as of September 30, 2007.

7. A sufficient amount of liquid assets has been designated to cover outstanding
written put options, as follows:



                                     CONTRACTS   EXPIRATION   EXERCISE    PREMIUM        VALUE
                                SUBJECT TO PUT        DATES      PRICE   RECEIVED   SEE NOTE 1
- ----------------------------------------------------------------------------------------------

British Pound Sterling (GBP)         1,220,000      10/5/07      $2.03    $10,792   $    5,711
British Pound Sterling (GBP)         1,225,000      10/1/07       2.02      9,176           --
British Pound Sterling (GBP)         1,220,000      10/2/07       2.01      9,089           --
Euro (EUR)                           6,175,000      10/4/07       1.42     33,844       17,722
Euro (EUR)                           5,480,000      10/5/07       1.42     34,016       17,990
                                                                          --------------------
                                                                          $96,917   $   41,423
                                                                          ====================


8. A sufficient amount of liquid assets has been designated to cover outstanding
written call options, as follows:



                                     CONTRACTS   EXPIRATION   EXERCISE    PREMIUM        VALUE
                               SUBJECT TO CALL        DATES      PRICE   RECEIVED   SEE NOTE 1
- ----------------------------------------------------------------------------------------------

British Pound Sterling (GBP)         1,225,000      10/1/07      $2.02    $ 9,176   $   26,040
British Pound Sterling (GBP)         1,220,000      10/2/07       2.01      8,966       39,303
British Pound Sterling (GBP)         1,220,000      10/5/07       2.03     10,792       22,149
Euro (EUR)                           6,175,000      10/4/07       1.42     33,844       68,311
Euro (EUR)                           5,480,000      10/5/07       1.42     34,016       62,976
                                                                          --------------------
                                                                          $96,794   $  218,779
                                                                          ====================



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

FOOTNOTES TO STATEMENT OF INVESTMENTS Continued

9. When-issued security or forward commitment to be delivered and settled after
September 30, 2007. See Note 1 of accompanying Notes.

10. A sufficient amount of securities has been designated to cover outstanding
foreign currency contracts. See Note 5 of accompanying Notes.

11. Denotes an inflation-indexed security: coupon and principal are indexed to
the consumer price index.

12. This bond has no contractual maturity date, is not redeemable and
contractually pays an indefinite stream of interest. Rate reported represents
the current interest rate for this variable rate security.

13. Non-income producing security.

14. Issue is in default. See Note 1 of accompanying Notes.

15. Denotes a step bond: a zero coupon bond that converts to a fixed or variable
interest rate at a designated future date.

16. Rate shown is the 7-day yield as of September 30, 2007.

17. Is or was an affiliate, as defined in the Investment Company Act of 1940, at
or during the period ended September 30, 2007, by virtue of the Fund owning at
least 5% of the voting securities of the issuer or as a result of the Fund and
the issuer having the same investment advisor. Transactions during the period in
which the issuer was an affiliate are as follows:



                                                  SHARES           GROSS            GROSS               SHARES
                                      SEPTEMBER 30, 2006       ADDITIONS       REDUCTIONS   SEPTEMBER 30, 2007
- --------------------------------------------------------------------------------------------------------------

Oppenheimer Institutional
Money Market Fund, Cl. E                              --   4,694,209,317    3,527,936,167        1,166,273,150




                                                                                    VALUE             DIVIDEND
                                                                               SEE NOTE 1               INCOME
- --------------------------------------------------------------------------------------------------------------

Oppenheimer Institutional Money Market Fund, Cl. E                         $1,166,273,150          $28,944,943


18. The security/securities have been segregated to satisfy the forward
commitment to return the cash collateral received in securities lending
transactions upon the borrower's return of the securities loaned. See Note 14 of
accompanying Notes.



DISTRIBUTION OF INVESTMENTS REPRESENTING GEOGRAPHIC HOLDINGS, AS A PERCENTAGE OF
TOTAL INVESTMENTS AT VALUE, IS AS FOLLOWS:

GEOGRAPHIC HOLDINGS                                             VALUE   PERCENT
- --------------------------------------------------------------------------------
United States                                         $ 2,207,624,337      24.3%
United Kingdom                                            688,536,610       7.6
Germany                                                   678,260,437       7.5
Japan                                                     632,511,986       7.0
Brazil                                                    514,337,478       5.7
Italy                                                     444,592,173       4.9
France                                                    414,247,113       4.6
Australia                                                 314,581,954       3.5
Russia                                                    303,783,077       3.3
Canada                                                    272,577,319       3.0
Turkey                                                    266,217,725       2.9
Spain                                                     229,756,675       2.5
Colombia                                                  218,664,910       2.4
Belgium                                                   187,834,858       2.1
Argentina                                                 157,500,164       1.7
Peru                                                      146,469,647       1.6
Greece                                                    124,897,748       1.4
Nigeria                                                   112,628,684       1.2
Ukraine                                                   105,231,546       1.2
Mexico                                                     90,336,988       1.0
Philippines                                                86,999,303       1.0
The Netherlands                                            79,408,524       0.9
Dominican Republic                                         71,456,871       0.8
Malaysia                                                   67,948,708       0.8
Indonesia                                                  67,340,814       0.7
Uruguay                                                    66,560,950       0.7
Egypt                                                      64,510,759       0.7
Romania                                                    62,417,191       0.7
Kazakhstan                                                 61,065,694       0.7
Austria                                                    55,402,921       0.6
Denmark                                                    46,286,529       0.5
Supranational                                              36,051,483       0.4
Poland                                                     33,051,926       0.4
Ghana                                                      30,928,976       0.3
Panama                                                     30,445,579       0.3
India                                                      30,247,318       0.3
Israel                                                     29,776,275       0.3
Vietnam                                                    18,304,073       0.2
El Salvador                                                10,052,475       0.1
Zambia                                                      9,364,442       0.1
Trinidad & Tobago                                           4,709,104       0.1
Swaziland                                                   3,811,500       0.0
Costa Rica                                                  3,552,413       0.0
Bulgaria                                                    3,432,450       0.0
Guatemala                                                     791,175       0.0
Venezuela                                                      18,750       0.0
                                                      --------------------------
Total                                                 $ 9,084,527,632     100.0%
                                                      ==========================

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



STATEMENT OF ASSETS AND LIABILITIES  September 30, 2007
- --------------------------------------------------------------------------------



- -------------------------------------------------------------------------------------------------------------
ASSETS
- -------------------------------------------------------------------------------------------------------------
Investments, at value--see accompanying statement of investments:
Unaffiliated companies (cost $7,429,629,513)                                                 $ 7,918,254,482
Affiliated companies (cost $1,166,273,150)                                                     1,166,273,150
                                                                                             ----------------
                                                                                               9,084,527,632
- -------------------------------------------------------------------------------------------------------------
Cash                                                                                              19,841,072
- -------------------------------------------------------------------------------------------------------------
Cash--foreign currencies (cost $7,082,550)                                                         7,010,593
- -------------------------------------------------------------------------------------------------------------
Unrealized appreciation on foreign currency contracts                                            147,564,512
- -------------------------------------------------------------------------------------------------------------
Swaps, at value                                                                                   47,914,116
- -------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Interest, dividends and principal paydowns                                                        80,244,781
Closed foreign currency contracts                                                                 67,744,363
Shares of beneficial interest sold                                                                66,353,189
Futures margins                                                                                    6,523,452
Investments sold                                                                                   6,017,846
Other                                                                                             10,447,447
                                                                                             ----------------
Total assets                                                                                   9,544,189,003

- -------------------------------------------------------------------------------------------------------------
LIABILITIES
- -------------------------------------------------------------------------------------------------------------
Options written, at value (premiums received $193,711)--
see accompanying statement of investments                                                            260,202
- -------------------------------------------------------------------------------------------------------------
Return of collateral for securities loaned                                                       284,794,359
- -------------------------------------------------------------------------------------------------------------
Unrealized depreciation on foreign currency contracts                                             60,842,254
- -------------------------------------------------------------------------------------------------------------
Swaps, at value (premiums received $898,534)                                                      15,651,845
- -------------------------------------------------------------------------------------------------------------
Payables and other liabilities:
Investments purchased (including $131,900,488 purchased on a when-issued basis
or forward commitment)                                                                           559,876,012
Closed foreign currency contracts                                                                 70,687,291
Shares of beneficial interest redeemed                                                            15,226,162
Dividends                                                                                          5,630,722
Distribution and service plan fees                                                                 4,641,972
Transfer and shareholder servicing agent fees                                                        965,224
Shareholder communications                                                                           308,659
Trustees' compensation                                                                                21,808
Other                                                                                                319,732
                                                                                             ----------------
Total liabilities                                                                              1,019,226,242

- -------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                   $ 8,524,962,761
                                                                                             ================



- -------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
- -------------------------------------------------------------------------------------------------------------
Par value of shares of beneficial interest                                                   $     1,329,909
- -------------------------------------------------------------------------------------------------------------
Additional paid-in capital                                                                     7,758,232,273
- -------------------------------------------------------------------------------------------------------------
Accumulated net investment income                                                                135,476,136
- -------------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investments and foreign currency transactions                    38,936,547
- -------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments and translation of assets and liabilities
denominated in foreign currencies                                                                590,987,896
                                                                                             ----------------
NET ASSETS                                                                                   $ 8,524,962,761
                                                                                             ================

- -------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
- -------------------------------------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of $6,300,320,276
and 982,201,804 shares of beneficial interest outstanding)                                   $          6.41
Maximum offering price per share (net asset value plus sales charge of 4.75% of offering
price)                                                                                       $          6.73
- -------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $259,284,802 and 40,558,005 shares
of beneficial interest outstanding)                                                          $          6.39
- -------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $1,357,937,338 and 212,390,529 shares
of beneficial interest outstanding)                                                          $          6.39
- -------------------------------------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales charge)
and offering price per share (based on net assets of $153,180,593 and 23,940,927 shares
of beneficial interest outstanding)                                                          $          6.40
- -------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on net
assets of $454,239,752 and 70,817,237 shares of beneficial interest
outstanding)                                                                                 $          6.41


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



STATEMENT OF OPERATIONS  For the Year Ended September 30, 2007
- --------------------------------------------------------------------------------


- ------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
- ------------------------------------------------------------------------------------------------------
Interest (net of foreign withholding taxes of $734,906)                                 $ 299,906,333
- ------------------------------------------------------------------------------------------------------
Dividends:
Unaffiliated companies (net of foreign withholding taxes of $4,431)                           112,481
Affiliated companies                                                                       28,944,943
- ------------------------------------------------------------------------------------------------------
Portfolio lending fees                                                                        451,752
- ------------------------------------------------------------------------------------------------------
Other income                                                                                   17,233
                                                                                        --------------
Total investment income                                                                   329,432,742

- ------------------------------------------------------------------------------------------------------
EXPENSES
- ------------------------------------------------------------------------------------------------------
Management fees                                                                            35,050,002
- ------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                                    12,357,040
Class B                                                                                     2,400,150
Class C                                                                                    10,769,939
Class N                                                                                       560,094
- ------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                                     7,360,145
Class B                                                                                       572,839
Class C                                                                                     1,362,666
Class N                                                                                       635,286
Class Y                                                                                        23,826
- ------------------------------------------------------------------------------------------------------
Shareholder communications:
Class A                                                                                       230,862
Class B                                                                                        29,468
Class C                                                                                        45,060
Class N                                                                                         3,931
Class Y                                                                                           762
- ------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                   873,692
- ------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                        102,081
- ------------------------------------------------------------------------------------------------------
Administration service fees                                                                     1,500
- ------------------------------------------------------------------------------------------------------
Other                                                                                         449,732
                                                                                        --------------
Total expenses                                                                             72,829,075
Less reduction to custodian expenses                                                         (146,378)
Less waivers and reimbursements of expenses                                                  (806,297)
                                                                                        --------------
Net expenses                                                                               71,876,400

- ------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                     257,556,342



- ------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
- ------------------------------------------------------------------------------------------------------
Net realized gain (loss) on:
Investments from unaffiliated companies (including premiums on options exercised)       $  93,902,216
Closing and expiration of option contracts written                                          4,463,947
Closing and expiration of futures contracts                                               (10,811,706)
Foreign currency transactions                                                             135,644,807
Swap contracts                                                                             28,953,246
                                                                                        --------------
Net realized gain                                                                         252,152,510
- ------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation (depreciation) on:
Investments                                                                               (27,999,778)
Translation of assets and liabilities denominated in foreign currencies                   484,105,183
Futures contracts                                                                         (29,535,123)
Option contracts written                                                                     (337,446)
Swap contracts                                                                             11,068,942
                                                                                        --------------
Net change in unrealized appreciation                                                     437,301,778

- ------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                    $ 947,010,630
                                                                                        ==============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------



YEAR ENDED SEPTEMBER 30,                                                                     2007              2006
- --------------------------------------------------------------------------------------------------------------------

OPERATIONS
- --------------------------------------------------------------------------------------------------------------------
Net investment income                                                             $   257,556,342   $   161,377,436
- --------------------------------------------------------------------------------------------------------------------
Net realized gain (loss)                                                              252,152,510       (25,734,684)
- --------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation                                                 437,301,778        (8,589,064)
                                                                                  ----------------------------------
Net increase in net assets resulting from operations                                  947,010,630       127,053,688

- --------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------------------------------------------
Dividends from net investment income:
Class A                                                                              (198,019,724)     (200,784,108)
Class B                                                                                (7,485,081)      (12,370,619)
Class C                                                                               (34,902,172)      (36,714,329)
Class N                                                                                (3,994,007)       (3,110,737)
Class Y                                                                               (13,121,592)       (5,420,742)
                                                                                  ----------------------------------

(257,522,576) (258,400,535)
- --------------------------------------------------------------------------------------------------------------------
Distributions from net realized gain:
Class A                                                                                (9,318,202)      (11,599,099)
Class B                                                                                  (500,541)         (891,798)
Class C                                                                                (2,033,412)       (2,435,648)
Class N                                                                                  (194,577)         (203,177)
Class Y                                                                                  (465,053)         (253,487)
                                                                                  ----------------------------------

(12,511,785) (15,383,209)

- --------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
- --------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from beneficial interest transactions:
Class A                                                                             1,722,287,255     1,502,920,202
Class B                                                                                   283,956        18,514,548
Class C                                                                               374,437,685       338,152,983
Class N                                                                                78,446,426        18,829,709
Class Y                                                                               247,318,830       141,286,624
                                                                                  ----------------------------------
                                                                                    2,422,774,152     2,019,704,066

- --------------------------------------------------------------------------------------------------------------------
NET ASSETS
- --------------------------------------------------------------------------------------------------------------------
Total increase                                                                      3,099,750,421     1,872,974,010
- --------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                 5,425,212,340     3,552,238,330
                                                                                  ----------------------------------

End of period (including accumulated net investment income of
$135,476,136 and $36,828,546, respectively)                                       $ 8,524,962,761   $ 5,425,212,340
                                                                                  ==================================


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



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



CLASS A      YEAR ENDED SEPTEMBER 30,                             2007            2006           2005           2004         2003
- ----------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                       $      5.80     $      6.01    $      5.63    $      5.33    $    4.38
- ----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                              .24 1           .22 1          .23 1          .13          .20
Net realized and unrealized gain (loss)                            .62            (.04)           .62            .47          .95
                                                           -----------------------------------------------------------------------
Total from investment operations                                   .86             .18            .85            .60         1.15
- ----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                              (.24)           (.37)          (.41)          (.30)        (.20)
Distributions from net realized gain                              (.01)           (.02)          (.06)            --           --
                                                           -----------------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                                   (.25)           (.39)          (.47)          (.30)        (.20)
- ----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                             $      6.41     $      5.80    $      6.01    $      5.63    $    5.33
                                                           =======================================================================

- ----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                               15.18%           3.23%         15.53%         11.56%       26.67%
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ----------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)                   $ 6,300,320     $ 4,075,172    $ 2,683,900    $ 1,177,628    $ 429,283
- ----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                          $ 4,988,412     $ 3,430,374    $ 1,925,344    $   811,608    $ 285,391
- ----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                             3.97%           3.72%          3.85%          2.19%        3.94%
Total expenses                                                    0.94% 4         0.98%          1.03%          1.13%        1.22%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                                0.93%           0.97%          1.02%          1.13%        1.22%
- ----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                             68%            144%            90%           133%         341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007         0.95%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



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



CLASS B      YEAR ENDED SEPTEMBER 30,                       2007         2006         2005         2004        2003
- ---------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.78    $    5.99    $    5.61    $    5.31   $    4.37
- ---------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .19 1        .17 1        .17 1        .08         .16
Net realized and unrealized gain (loss)                      .62         (.04)         .63          .47         .94
                                                       --------------------------------------------------------------
Total from investment operations                             .81          .13          .80          .55        1.10
- ---------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.19)        (.32)        (.36)        (.25)       (.16)
Distributions from net realized gain                        (.01)        (.02)        (.06)          --          --
                                                       --------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.20)        (.34)        (.42)        (.25)       (.16)
- ---------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.39    $    5.78    $    5.99    $    5.61   $    5.31
                                                       ==============================================================

- ---------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                         14.26%        2.35%       14.58%       10.66%      25.48%
- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 259,285    $ 234,848    $ 224,381    $ 167,621   $ 134,661
- ---------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 240,238    $ 229,871    $ 201,541    $ 153,117   $ 119,232
- ---------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                       3.12%        2.88%        2.95%        1.40%       3.20%
Total expenses                                              1.79% 4      1.83%        1.89%        1.98%       2.03%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          1.78%        1.83%        1.89%        1.98%       2.03%
- ---------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%         144%          90%         133%        341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.80%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



CLASS C      YEAR ENDED SEPTEMBER 30,                         2007         2006         2005         2004        2003
- -----------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $      5.78    $    5.99    $    5.61    $    5.31    $   4.37
- -----------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                          .20 1        .17 1        .18 1        .09         .16
Net realized and unrealized gain (loss)                        .62         (.03)         .63          .46         .94
                                                       ----------------------------------------------------------------
Total from investment operations                               .82          .14          .81          .55        1.10
- -----------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          (.20)        (.33)        (.37)        (.25)       (.16)
Distributions from net realized gain                          (.01)        (.02)        (.06)          --          --
                                                       ----------------------------------------------------------------
Total dividends and/or distributions
to shareholders                                               (.21)        (.35)        (.43)        (.25)       (.16)
- -----------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $      6.39    $    5.78    $    5.99    $    5.61    $   5.31
                                                       ================================================================

- -----------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                           14.39%        2.46%       14.70%       10.75%      25.48%
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 1,357,937    $ 875,032    $ 560,138    $ 233,311    $ 90,248
- -----------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 1,078,601    $ 717,977    $ 401,401    $ 170,796    $ 63,198
- -----------------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                         3.24%        2.98%        3.10%        1.46%       3.15%
Total expenses                                                1.67% 4      1.71%        1.77%        1.88%       2.02%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                            1.66%        1.71%        1.77%        1.88%       2.02%
- -----------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                         68%         144%          90%         133%        341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.68%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


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



CLASS N      YEAR ENDED SEPTEMBER 30,                       2007        2006        2005        2004       2003
- -----------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -----------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.79    $   6.00    $   5.61    $   5.32    $  4.37
- -----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income                                        .22 1       .19 1       .20 1       .12        .18
Net realized and unrealized gain (loss)                      .61        (.04)        .64         .45        .95
                                                       ----------------------------------------------------------
Total from investment operations                             .83         .15         .84         .57       1.13
- -----------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.21)       (.34)       (.39)       (.28)      (.18)
Distributions from net realized gain                        (.01)       (.02)       (.06)         --         --
                                                       ----------------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.22)       (.36)       (.45)       (.28)      (.18)
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.40    $   5.79    $   6.00    $   5.61    $  5.32
                                                       ==========================================================

- -----------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 2                         14.71%       2.78%      15.27%      11.00%     26.31%
- -----------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 153,181    $ 63,432    $ 46,533    $ 18,641    $ 4,640
- -----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 112,319    $ 55,216    $ 30,696    $ 10,769    $ 2,653
- -----------------------------------------------------------------------------------------------------------------
Ratios to average net assets: 3
Net investment income                                       3.56%       3.29%       3.45%       1.83%      3.56%
Total expenses                                              1.61% 4     1.58%       1.47%       1.49%      1.57%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          1.37%       1.42%       1.46%       1.49%      1.57%
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%        144%         90%        133%       341%


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 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 less than one full year.

4. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      1.62%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



CLASS Y      YEAR ENDED SEPTEMBER 30,                       2007         2006        2005      2004 1
- -------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
- -------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                   $    5.80    $    6.01    $   5.63    $   5.58
- -------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                 .27 2        .24 2       .25 2        -- 3
Net realized and unrealized gain (loss)                      .62         (.04)        .63         .05
                                                       ------------------------------------------------
Total from investment operations                             .89          .20         .88         .05
- -------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                        (.27)        (.39)       (.44)         --
Distributions from net realized gain                        (.01)        (.02)       (.06)         --
                                                       ------------------------------------------------
Total dividends and/or distributions
to shareholders                                             (.28)        (.41)       (.50)         --
- -------------------------------------------------------------------------------------------------------
Net asset value, end of period                         $    6.41    $    5.80    $   6.01    $   5.63
                                                       ================================================

- -------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE 4                         15.63%        3.64%      15.96%       0.92%
- -------------------------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
- -------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands)               $ 454,240    $ 176,728    $ 37,286    $ 14,268
- -------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                      $ 299,298    $  97,992    $ 25,559    $  7,086
- -------------------------------------------------------------------------------------------------------
Ratios to average net assets: 5
Net investment income                                       4.38%        4.11%       4.23%       4.84%
Total expenses                                              0.55% 6      0.56%       0.67%       1.17%
Expenses after payments, waivers and/or
reimbursements and reduction to
custodian expenses                                          0.54%        0.56%       0.66%       1.17%
- -------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       68%         144%         90%        133%


1. For the period from September 27, 2004 (inception of offering) to September
30, 2004.

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

3. Less than $0.005 per share.

4. 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 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.

5. Annualized for periods less than one full year.

6. Total expenses including indirect expenses from affiliated fund were as
follows:

      Year Ended September 30, 2007      0.56%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.



NOTES TO FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer International Bond Fund (the Fund) is a registered investment
company organized as a Massachusetts Business Trust. The Fund is registered as a
non-diversified, open-end management investment company under the Investment
Company Act of 1940, as amended. The Fund's primary objective is to seek total
return. As a secondary objective, the Fund seeks income when consistent with
total return. The Fund's investment advisor is OppenheimerFunds, Inc. (the
Manager).

      The Fund offers Class A, Class B, Class C, Class N and Class Y shares.
Class A shares are sold at their offering price, which is normally net asset
value plus a front-end sales charge. Class B, Class C and Class N shares are
sold without a front-end sales charge but may be subject to a contingent
deferred sales charge (CDSC). Class N shares are sold only through retirement
plans. Retirement plans that offer Class N shares may impose charges on those
accounts. Class Y shares are sold to certain institutional investors without
either a front-end sales charge or a CDSC, however, the institutional investor
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. No such plan has been adopted for
Class Y shares. Class B shares will automatically convert to Class A shares six
years after the date of purchase.

      The following is a summary of significant accounting policies consistently
followed by the Fund.

- --------------------------------------------------------------------------------
SECURITIES VALUATION. 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 Trustees. 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(R) 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, as 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 such principal exchange at its trading session ending at, or most
recently prior to, the time when the Fund's assets are valued. Options are
valued daily based upon the last sale price on the principal exchange on which
the option is traded. 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 Trustees. Investments in
open-end registered investment companies (including affiliated funds) are
valued at that fund's net asset value. Short-term "money market type" debt
securities with remaining maturities of sixty days or less are valued at
amortized cost (which approximates market value).

- --------------------------------------------------------------------------------
STRUCTURED SECURITIES. The Fund invests in structured securities whose market
values, interest rates and/or redemption prices are linked to the performance of
underlying foreign currencies, interest rate spreads, stock market indices,
prices of individual securities, commodities or other financial instruments or
the occurrence of other specific events. The structured securities are often
leveraged, increasing the volatility of each securities' market value relative
to the change in the underlying linked financial element or event. Fluctuations
in value of these securities are recorded as unrealized gains and losses in the
accompanying Statement of Operations. The Fund records a realized gain or loss
when a structured security is sold, matures or expires.

- --------------------------------------------------------------------------------
SECURITIES ON A WHEN-ISSUED BASIS OR FORWARD COMMITMENT. Delivery and payment
for securities that have been purchased by the Fund on a when-issued basis or
forward commitment take place generally at least ten days or more after the
trade date. Normally the settlement date occurs within six months after the
trade date; however, the Fund may, from time to time, purchase securities whose
settlement date extends six months or more beyond trade date. During this
period, such securities do not earn interest, are subject to market fluctuation
and may increase or decrease in value prior to their delivery. The Fund
maintains internally designated assets with a market value equal to or greater
than the amount of its purchase commitments. The purchase of securities on a
when-issued basis or forward commitment may increase the volatility of the
Fund's net asset value to the extent the Fund executes such transactions while
remaining substantially fully invested. The Fund may also sell securities that
it purchased on a when-issued basis or forward commitment prior to settlement of
the original purchase. As of September 30, 2007, the Fund had purchased
$131,900,488 of securities issued on a when-issued basis or forward commitment.


NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

SECURITY CREDIT RISK. The Fund invests in high-yield securities, which may be
subject to a greater degree of credit risk, market fluctuations and loss of
income and principal, and may be more sensitive to economic conditions than
lower-yielding, higher-rated fixed-income securities. The Fund may acquire
securities in default, and is not obligated to dispose of securities whose
issuers subsequently default. As of September 30, 2007, securities that were in
default had a market value of zero.

- --------------------------------------------------------------------------------
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 Trustees.

      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.

- --------------------------------------------------------------------------------
INVESTMENT IN OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND. The Fund is permitted
to invest daily available cash balances in an affiliated money market fund. The
Fund may invest the available cash in Class E shares of Oppenheimer
Institutional Money Market Fund ("IMMF") which seeks current income and
stability of principal. IMMF is a registered open-end management investment
company, regulated as a money market fund under the Investment Company Act of
1940, as amended. The Manager is also the investment advisor of IMMF. The Fund's
investment in IMMF is included in the Statement of Investments, if applicable.
As a shareholder, the Fund is subject to its proportional share of IMMF's Class
E expenses, including its management fee. The Manager will waive fees and/or
reimburse Fund expenses in an amount equal to the indirect management fees
incurred through the Fund's investment in IMMF.


- --------------------------------------------------------------------------------
JOINT REPURCHASE AGREEMENTS. Pursuant to an Exemptive Order issued by the
Securities and Exchange Commission, the Fund, along with other affiliated funds
advised by the Manager, may transfer uninvested cash balances into joint trading
accounts on a daily basis. These balances are invested in one or more repurchase
agreements. Securities pledged as collateral for repurchase agreements are held
by a custodian bank until the agreements mature. Each agreement requires that
the market value of the collateral be sufficient to cover payments of interest
and principal. In the event of default by the other party to the agreement,
retention of the collateral may be subject to legal proceedings.

- --------------------------------------------------------------------------------
INVESTMENTS WITH OFF BALANCE SHEET RISK. The Fund enters into financial
instrument transactions (such as swaps, futures, options and other derivatives)
that may have off-balance sheet market risk. Off-balance sheet market risk
exists when the maximum potential loss on a particular financial instrument is
greater than the value of such financial instrument, as reflected in the Fund's
Statement of Assets and Liabilities.

- --------------------------------------------------------------------------------
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 table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be 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
      -------------------------------------------------------------------
      $ 275,179,513    $ 38,517,325              $ --       $ 453,724,680

1. During the fiscal year ended September 30, 2007, the Fund did not utilize any
capital loss carryforward.

2. During the fiscal year ended September 30, 2006, the Fund did not utilize any
capital loss carryforward.


NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

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 September 30, 2007. Net assets of
the Fund were unaffected by the reclassifications.

                                                             REDUCTION TO
                                      INCREASE TO         ACCUMULATED NET
      INCREASE TO                 ACCUMULATED NET           REALIZED GAIN
      PAID-IN CAPITAL           INVESTMENT INCOME        ON INVESTMENTS 3
      -------------------------------------------------------------------
      $ 3,925,416                   $  98,613,824           $ 102,539,240

3. $3,925,416, all of which was long-term capital gain, was distributed in
connection with Fund share redemptions.

The tax character of distributions paid during the years ended September 30,
2007 and September 30, 2006 was as follows:

                                       YEAR ENDED              YEAR ENDED
                                   SEPT. 30, 2007          SEPT. 30, 2006
      -------------------------------------------------------------------
      Distributions paid from:
      Ordinary income               $ 257,522,576           $ 258,400,535
      Long-term capital gain           12,511,785              15,383,209
                                    -------------------------------------
      Total                         $ 270,034,361           $ 273,783,744
                                    =====================================

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 September 30, 2007 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.

      Federal tax cost of securities           $  8,595,805,659
      Federal tax cost of other investments       5,551,398,765
                                               ----------------
      Total federal tax cost                   $ 14,147,204,424
                                               ================

      Gross unrealized appreciation            $    518,726,350
      Gross unrealized depreciation                 (65,001,670)
                                               ----------------
      Net unrealized appreciation              $    453,724,680
                                               ================


- --------------------------------------------------------------------------------
TRUSTEES' COMPENSATION. The Board of Trustees has adopted a compensation
deferral plan for independent trustees that enables trustees 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
Trustee 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 Trustee. The Fund purchases shares of the funds selected for
deferral by the Trustee 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 trustees' fees under the plan
will not affect the net assets of the Fund, and will not materially affect the
Fund's assets, liabilities or net investment income per share. Amounts will be
deferred until distributed in accordance to the compensation deferral 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 distributions, if any, are declared
daily and paid monthly. 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, to the extent they are not
offset by positive cash balances maintained by the Fund, 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.

- --------------------------------------------------------------------------------
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.



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
1. SIGNIFICANT ACCOUNTING POLICIES Continued

INDEMNIFICATIONS. The Fund's organizational documents provide current and former
trustees and officers with a limited indemnification against liabilities arising
in connection with the performance of their duties to the Fund. In the normal
course of business, the Fund may also enter into contracts that provide general
indemnifications. The Fund's maximum exposure under these arrangements is
unknown as this would be dependent on future claims that may be made against the
Fund. The risk of material loss from such claims is considered remote.

- --------------------------------------------------------------------------------
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 BENEFICIAL INTEREST

The Fund has authorized an unlimited number of $0.001 par value shares of
beneficial interest of each class. Transactions in shares of beneficial interest
were as follows:



                                  YEAR ENDED SEPTEMBER 30, 2007     YEAR ENDED SEPTEMBER 30, 2006
                                       SHARES            AMOUNT          SHARES            AMOUNT
- --------------------------------------------------------------------------------------------------

CLASS A
Sold                              433,932,882   $ 2,659,913,820     401,071,813   $ 2,346,328,470
Dividends and/or
distributions reinvested           25,787,295       158,485,899      28,014,878       162,673,081
Redeemed                         (179,871,991)   (1,096,112,464)   (173,146,915)   (1,006,081,349)
                                 -----------------------------------------------------------------
Net increase                      279,848,186   $ 1,722,287,255     255,939,776   $ 1,502,920,202
                                 =================================================================

- --------------------------------------------------------------------------------------------------
CLASS B
Sold                               10,415,726   $    63,664,138      13,953,510   $    81,256,556
Dividends and/or
distributions reinvested            1,057,950         6,467,460       1,823,352        10,550,724
Redeemed                          (11,528,127)      (69,847,642)    (12,609,581)      (73,292,732)
                                 -----------------------------------------------------------------
Net increase (decrease)               (54,451)  $       283,956       3,167,281   $    18,514,548
                                 =================================================================

- --------------------------------------------------------------------------------------------------
CLASS C
Sold                               88,253,662   $   539,409,592      76,001,789   $   443,443,673
Dividends and/or
distributions reinvested            3,770,947        23,093,523       4,461,718        25,813,712
Redeemed                          (30,938,093)     (188,065,430)    (22,632,214)     (131,104,402)
                                 -----------------------------------------------------------------
Net increase                       61,086,516   $   374,437,685      57,831,293   $   338,152,983
                                 =================================================================



                                  YEAR ENDED SEPTEMBER 30, 2007     YEAR ENDED SEPTEMBER 30, 2006
                                       SHARES            AMOUNT          SHARES            AMOUNT
- --------------------------------------------------------------------------------------------------

CLASS N
Sold                               16,571,249   $   100,240,959       7,063,532   $    41,194,742
Dividends and/or
distributions reinvested              633,640         3,890,963         531,451         3,078,829
Redeemed                           (4,223,784)      (25,685,496)     (4,393,527)      (25,443,862)
                                 -----------------------------------------------------------------
Net increase                       12,981,105   $    78,446,426       3,201,456   $    18,829,709
                                 =================================================================

- --------------------------------------------------------------------------------------------------
CLASS Y
Sold                               42,411,954   $   259,884,092      24,796,488   $   144,435,008
Dividends and/or
distributions reinvested            2,027,388        12,488,704         973,953         5,648,766
Redeemed                           (4,082,901)      (25,053,966)     (1,513,656)       (8,797,150)
                                 -----------------------------------------------------------------
Net increase                       40,356,441   $   247,318,830      24,256,785   $   141,286,624
                                 =================================================================


- --------------------------------------------------------------------------------
3. PURCHASES AND SALES OF SECURITIES

The aggregate cost of purchases and proceeds from sales of securities, other
than short-term obligations and investments in IMMF, for the year ended
September 30, 2007, were as follows:

                                           PURCHASES            SALES
- ---------------------------------------------------------------------
Investment securities                 $4,659,154,952   $2,894,866,573
U.S. government and government
agency obligations                       428,017,089      394,503,082

- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

MANAGEMENT FEES. Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee at an
annual rate of average net assets as shown in the following table:

                       FEE SCHEDULE
                       ---------------------------------
                       Up to $200 million          0.75%
                       Next $200 million           0.72
                       Next $200 million           0.69
                       Next $200 million           0.66
                       Next $200 million           0.60
                       Next $4 billion             0.50
                       Over $5 billion             0.48

- --------------------------------------------------------------------------------
ADMINISTRATION SERVICE FEES. The Fund pays the Manager a fee of $1,500 per year
for preparing and filing the Fund's tax returns.

- --------------------------------------------------------------------------------
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 September 30, 2007, the Fund paid
$9,486,056 to OFS for services to the Fund.



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

      Additionally, Class Y shares are subject to minimum fees of $10,000 per
annum for assets of $10 million or more. The Class Y shares are subject to the
minimum fees in the event that the per account fee does not equal or exceed the
applicable minimum fees. OFS may voluntarily waive the minimum fees.

- --------------------------------------------------------------------------------
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.

- --------------------------------------------------------------------------------
SERVICE PLAN FOR CLASS A SHARES. The Fund has adopted a Service Plan for Class A
shares. It reimburses the Distributor for a portion of its costs incurred for
services provided to accounts that hold Class A shares. Reimbursement is made
periodically at an annual rate of up to 0.25% of the average annual net assets
of Class A shares of the Fund. The Distributor currently uses all of those fees
to pay dealers, brokers, banks and other financial institutions periodically for
providing personal services and maintenance of accounts of their customers that
hold Class A shares. Any unreimbursed expenses the Distributor incurs with
respect to Class A shares in any fiscal year cannot be recovered in subsequent
periods. 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 Trustees and its independent trustees 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 determines its
uncompensated expenses under the plan at calendar quarter ends. The
Distributor's aggregate uncompensated expenses under the plan at September 30,
2007 for Class B, Class C and Class N shares were $7,707,885, $17,377,931 and
$1,468,738, 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 following table 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
- --------------------------------------------------------------------------------------------------

September 30, 2007    $  1,542,702      $  182,991      $  499,260      $  193,765       $  10,502


- --------------------------------------------------------------------------------
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 September 30, 2007,
OFS waived $259,987 for Class N shares. This undertaking may be amended or
withdrawn at any time.

      The Manager will waive fees and/or reimburse Fund expenses in an amount
equal to the indirect management fees incurred through the Fund's investment in
IMMF. During the year ended September 30, 2007, the Manager waived $546,310 for
IMMF management fees.

- --------------------------------------------------------------------------------
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.


NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
5. FOREIGN CURRENCY CONTRACTS Continued

As of September 30, 2007, the Fund had outstanding foreign currency contracts as
follows:



                                                             CONTRACT            VALUATION
                                        EXPIRATION             AMOUNT                AS OF         UNREALIZED       UNREALIZED
CONTRACT DESCRIPTION                         DATES             (000S)       SEPT. 30, 2007       APPRECIATION     DEPRECIATION
- -------------------------------------------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
Argentine Peso (ARP)                      10/24/07         241,100ARP   $       76,242,289   $             --    $     504,488
Australian Dollar (AUD)          10/11/07-12/21/07          42,117AUD           37,247,033          2,561,596               --
Brazilian Real (BRR)              11/5/07-1/5/2010         365,464BRR          191,655,698         36,575,194               --
British Pound Sterling (GBP)      10/1/07-10/11/07          73,898GBP          151,176,075          2,605,621               --
Canadian Dollar (CAD)             10/1/07-12/21/07          76,657CAD           77,104,365          2,040,592               --
Chilean Peso (CLP)                        10/22/07      14,308,000CLP           28,004,834            184,496               --
Danish Krone (DKK)                         10/2/07          27,737DKK            5,305,539             44,780               --
Dominican Republic Peso (DOP)              10/9/07         226,564DOP            6,783,359                 --           61,481
Euro (EUR)                        10/1/07-12/27/07         902,720EUR        1,287,775,139         34,466,137               --
Indian Rupee (INR)                10/4/07-10/15/07       3,273,721INR           82,135,884          1,243,127            4,581
Japanese Yen (JPY)                10/2/07-10/11/07     163,065,724JPY        1,421,061,577         35,701,004          279,387
Malaysian Ringgit (MYR)          11/15/07-12/17/07         255,310MYR           75,138,179          1,480,342               --
Mexican Nuveo Peso (MXN)                  11/26/07         693,700MXN           63,183,561            831,867               --
New Turkish Lira (TRY)            10/24/07-11/2/07         125,180TRY          102,809,770          3,258,794               --
New Zealand Dollar (NZD)                  12/21/07          47,595NZD           35,780,649            179,023            3,450
Norwegian Krone (NOK)                      1/29/08         631,240NOK          116,925,927          7,820,254               --
Polish Zloty (PLZ)                10/10/07-11/7/07         329,040PLZ          124,546,819          5,537,340               --
Singapore Dollar (SGD)                      2/5/08         137,460SGD           93,375,120          1,728,591               --
South African Rand (ZAR)                  10/15/07         572,600ZAR           82,933,916          3,410,557               --
South Korean Won (KRW)             10/12/07-2/1/08      51,992,000KRW           56,948,721            240,020               --
Swedish Krone (SEK)                       10/10/07         834,930SEK          129,608,568          3,890,965               --
Swiss Franc (CHF)                  10/5/07-11/8/07         140,572CHF          120,992,466          2,454,539               --
                                                                                             ----------------------------------
                                                                                                  146,254,839          853,387
                                                                                             ----------------------------------
CONTRACTS TO SELL
Australian Dollar (AUD)           10/9/07-10/10/07         159,540AUD          141,505,375                 --        6,048,586
British Pound Sterling (GBP)        10/1/07-2/6/08          71,510GBP          146,138,560                 --        1,158,940
Canadian Dollar (CAD)              10/9/07-1/16/08         246,231CAD          247,748,360                 --       11,903,279
Colombian Peso (CPO)                      10/16/07      52,832,000CPO           26,059,965                 --        1,997,265
Czech Koruna (CZK)                10/15/07-1/25/08       1,782,210CZK           92,377,403                 --        2,989,470
Euro (EUR)                          10/1/07-2/6/08         490,745EUR          700,231,255                 --       23,703,632
Hong Kong Dollar (HKD)                     1/25/08         143,380HKD           18,457,802             82,686            3,134
Indian Rupee (INR)                        11/16/07       1,071,000INR           26,852,540                 --          794,146
Japanese Yen (JPY)                  10/2/07-2/6/08      32,665,000JPY          286,889,635          1,226,987        3,027,375
New Taiwan Dollar (TWD)                   10/15/07       2,584,000TWD           79,337,131                 --        1,112,325
New Turkish Lira (TRY)             10/1/07-11/7/07          33,031TRY           27,050,080                 --        2,752,368
New Zealand Dollar(NZD)           10/9/07-10/10/07          70,265NZD           53,198,349                 --          287,130
Singapore Dollar (SGD)                    10/15/07         119,375SGD           80,450,964                 --        1,605,623
Swiss Franc (CHF)                  10/9/07-1/25/08         176,311CHF          151,909,877                 --        2,605,594
                                                                                             ----------------------------------
                                                                                                    1,309,673       59,988,867
                                                                                             ----------------------------------
Total unrealized appreciation and depreciation                                               $    147,564,512    $  60,842,254
                                                                                             ==================================



- --------------------------------------------------------------------------------
6. FUTURES CONTRACTS

A futures contract is a commitment to buy or sell a specific amount of a
commodity or financial instrument at a negotiated price on a stipulated future
date. Futures contracts are traded on a commodity exchange. The Fund may buy and
sell futures contracts that relate to broadly based securities indices
(financial futures) or debt securities (interest rate futures) in order to gain
exposure to or protection from changes in market value of stocks and bonds or
interest rates. The Fund may also buy or write put or call options on these
futures contracts.

      The Fund generally sells futures contracts as a hedge against increases in
interest rates and decreases in market value of portfolio securities. The Fund
may also purchase futures contracts to gain exposure to market changes as it may
be more efficient or cost effective than actually buying securities.

      Upon entering into a futures contract, the Fund is required to deposit
either cash or securities (initial margin) in an amount equal to a certain
percentage of the contract value. Subsequent payments (variation margin) are
made or received by the Fund each day. The variation margin payments are equal
to the daily changes in the contract value and are recorded as unrealized gains
and losses. The Fund recognizes a realized gain or loss when the contract is
closed or has expired.

      Cash held by the broker to cover initial margin requirements on open
futures contracts is noted in the Statement of Assets and Liabilities.
Securities held in collateralized accounts to cover initial margin requirements
on open futures contracts are noted in the Statement of Investments. The
Statement of Assets and Liabilities reflects a receivable and/or payable for the
daily mark to market for variation margin. Realized gains and losses are
reported in the Statement of Operations at the closing and expiration of futures
contracts. The net change in unrealized appreciation and depreciation is
reported in the Statement of Operations.

      Risks of entering into futures contracts (and related options) include the
possibility that there may be an illiquid market and that a change in the value
of the contract or option may not correlate with changes in the value of the
underlying securities. As of September 30, 2007, the Fund had outstanding
futures contracts as follows:



                                                                          VALUATION AS OF       UNREALIZED
                                               EXPIRATION   NUMBER OF       SEPTEMBER 30,     APPRECIATION
CONTRACT DESCRIPTION                                DATES   CONTRACTS                2007   (DEPRECIATION)
- -----------------------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
Canada (Government of)
Bonds, 10 yr.                                    12/18/07         580   $      65,560,147   $      174,834
DAX Index                                        12/21/07         122          34,595,139          620,775
Euro-Bundesobligation, 10 yr.                     12/6/07       2,943         472,867,487       (3,951,488)
Euro-Schatz                                       12/6/07      12,288       1,811,073,422       (1,728,976)
FTSE 100 Index                                   12/21/07          61           8,136,703          213,465
Japan (Government of ) Bonds, 10 yr.             12/11/07         742         871,679,624       (2,821,890)
OMXS30 Index                                     10/26/07       1,399          26,480,505          717,112
Standard & Poor's/MIB Index, 10 yr.              12/21/07          28           7,993,868          (41,436)



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
6. FUTURES CONTRACTS Continued



                                                                          VALUATION AS OF       UNREALIZED
                                               EXPIRATION   NUMBER OF       SEPTEMBER 30,     APPRECIATION
CONTRACT DESCRIPTION                                DATES   CONTRACTS                2007   (DEPRECIATION)
- -----------------------------------------------------------------------------------------------------------

CONTRACTS TO PURCHASE
U.S. Long Bonds                                  12/19/07       1,112   $     123,814,250   $      671,369
U.S. Treasury Nts., 5 yr.                        12/31/07       4,537         485,600,781          686,922
United Kingdom Long Gilt                         12/27/07         304          66,514,772         (692,305)
                                                                                            ---------------
                                                                                                (6,151,618)
                                                                                            ---------------
CONTRACTS TO SELL
Australia (Commonwealth of) Bonds, 10 yr.        12/17/07         686          60,130,793        1,135,470
CAC 40 Index                                     10/19/07         382          31,195,568       (1,012,390)
DAX Index                                        12/21/07         113          32,043,039         (574,996)
Euro-Bundesobligation, 10 yr.                     12/6/07       1,794         288,251,536          191,359
FTSE 100 Index                                   12/21/07         445          59,357,917       (1,558,000)
Mexican Bolsa Index                              12/21/07         277           7,799,125           (6,360)
Nikkei 225 Index                                 12/13/07         590          86,446,698       (5,073,061)
Standard & Poor's 500 E-Mini Index               12/21/07         432          33,222,960       (1,056,953)
U.S. Treasury Nts., 10 yr.                       12/19/07       1,698         185,559,563       (1,355,535)
                                                                                            ---------------
                                                                                                (9,310,466)
                                                                                            ---------------
                                                                                            $  (15,462,084)
                                                                                            ===============


- --------------------------------------------------------------------------------
7. OPTION ACTIVITY

The Fund may buy and sell put and call options, or write put and covered call
options on portfolio securities in order to produce incremental earnings or
protect against changes in the value of portfolio securities.

      The Fund generally purchases put options or writes covered call options to
hedge against adverse movements in the value of portfolio holdings. When an
option is written, the Fund receives a premium and becomes obligated to sell or
purchase the underlying security at a fixed price, upon exercise of the option.

      Options are valued daily based upon the last sale price on the principal
exchange on which the option is traded and unrealized appreciation or
depreciation is recorded. The Fund will realize a gain or loss upon the
expiration or closing of the option transaction. When an option is exercised,
the proceeds on sales for a written call option, the purchase cost for a written
put option, or the cost of the security for a purchased put or call option is
adjusted by the amount of premium received or paid.

      Securities designated to cover outstanding call or put options are noted
in the Statement of Investments where applicable. Contracts subject to call or
put, expiration date, exercise price, premium received and market value are
detailed in a note to the Statement of Investments. Options written are reported
as a liability in the Statement of Assets and Liabilities. Realized gains and
losses are reported in the Statement of Operations.


      The risk in writing a call option is that the Fund gives up the
opportunity for profit if the market price of the security increases and the
option is exercised. The risk in writing a put option is that the Fund may incur
a loss if the market price of the security decreases and the option is
exercised. The risk in buying an option is that the Fund pays a premium whether
or not the option is exercised. The Fund also has the additional risk of not
being able to enter into a closing transaction if a liquid secondary market does
not exist.

Written option activity for the year ended September 30, 2007 was as follows:



                                                         CALL OPTIONS                         PUT OPTIONS
                                  -----------------------------------    ---------------------------------
                                        NUMBER OF           AMOUNT OF           NUMBER OF       AMOUNT OF
                                        CONTRACTS            PREMIUMS           CONTRACTS        PREMIUMS
- ----------------------------------------------------------------------------------------------------------

Options outstanding as of
September 30, 2006                             --    $             --          32,820,000    $    556,532
Options written                    36,006,510,000           3,292,734      36,105,050,000       4,029,617
Options closed or expired         (19,410,610,000)         (1,433,649)    (18,380,700,000)     (3,248,250)
Options exercised                 (16,580,580,000)         (1,762,291)    (17,741,850,000)     (1,240,982)
                                  ------------------------------------------------------------------------
Options outstanding as of
September 30, 2007                     15,320,000    $         96,794          15,320,000    $     96,917
                                  ========================================================================


- --------------------------------------------------------------------------------
8. TOTAL RETURN SWAP CONTRACTS

A total return swap is an agreement under which a set of future cash flows is
exchanged between two counterparties. One cash flow stream will typically be
based on a reference interest rate or index and the other on the total return of
a reference asset such as a security, a basket of securities, or an index. The
total return includes appreciation or depreciation on the reference asset, plus
any interest or dividend payments. Payments under the swap are based on an
agreed upon principal amount but since this principal amount is not exchanged,
it represents neither an asset nor a liability to either counter-party, and is
referred to as notional. Total return swaps are marked to market daily using
primarily quotations from counterparties and brokers. The value of the contracts
is separately disclosed on the Statement of Assets and Liabilities. The
unrealized appreciation (depreciation) related to the change in the valuation of
the notional amount of the swap is combined with the amount due to (owed by) the
Fund at termination or settlement. The net change in this amount during the
period is included on the Statement of Operations. The Fund also records any
periodic payments received from (paid to) the counterparty, including at
termination, under such contracts as realized gain (loss) on the Statement of
Operations. The primary risks associated with total return swaps are credit
risks (if the counterparty fails to meet its obligations) and market risk (if
there is no liquid market for the agreement or unfavorable changes occur in the
reference asset).



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
8. TOTAL RETURN SWAP CONTRACTS Continued

As of September 30, 2007, the Fund had entered into the following total return
swap agreements:



SWAP                     NOTIONAL                                  PAID BY              RECEIVED BY  TERMINATION
COUNTERPARTY               AMOUNT                                 THE FUND                 THE FUND        DATES         VALUE
- -------------------------------------------------------------------------------------------------------------------------------

Citibank NA,
New York:
                                        Twelve-Month JPY BBA LIBOR plus 40
                                         basis points and if negative, the   If positive, the Total
                                        absolute value of the Total Return       Return of a custom
                    5,456,801,421 JPY     of a custom basket of securities     basket of securities       4/8/08   $   544,812

                                        Twelve-Month GBP BBA LIBOR plus 35
                                         basis points and if negative, the   If positive, the Total
                                        absolute value of the Total Return       Return of a custom
                       23,174,662 GBP     of a custom basket of securities     basket of securities       5/7/08      (155,084)
- -------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank AG:
                                                                   Six-Month USD
                       16,760,000                                BBA LIBOR                    5.460%     5/13/15     3,400,494
                                                                   Six-Month USD
                       11,050,000                                    LIBOR                    5.250      6/23/15     1,867,671
- -------------------------------------------------------------------------------------------------------------------------------

                                             One-Month BBA EURIBOR plus 10
                                         basis points and if negative, the   If positive, the Total
Deutsche Bank                           absolute value of the Total Return       Return of a custom
AG, London             12,062,370 EUR            of a custom equity basket            equity basket      10/7/08      (257,370)
- -------------------------------------------------------------------------------------------------------------------------------
Goldman Sachs
Group, Inc. (The):
                                                                   Six-Month BBA
                       11,580,000                                    LIBOR                    5.100      1/14/15     2,443,455
                                                                   Six-Month BBA
                       11,580,000                                    LIBOR                    5.080      1/20/15     2,506,624



                    60 | OPPENHEIMER INTERNATIONAL BOND FUND





SWAP                     NOTIONAL                                  PAID BY                  RECEIVED BY  TERMINATION
COUNTERPARTY               AMOUNT                                 THE FUND                     THE FUND        DATES         VALUE
- ----------------------------------------------------------------------------------------------------------------------------------

Goldman Sachs
International:
                                            One-Month USD BBA LIBOR and if
                                           negative, the absolute value of       If positive, the Total
                                        the Total Return of the MSCI Daily     Return of the MSCI Daily
                                              Total Return Net Belgium USD     Total Return Net Belgium
                    $   5,395,703                             Market Index             USD Market Index      10/9/07  $     93,325

                                            One-Month USD BBA LIBOR and if
                                           negative, the absolute value of       If positive, the Total
                                        the Total Return of the MSCI Daily     Return of the MSCI Daily
                                              Total Return Net Belgium USD     Total Return Net Belgium
                        1,853,825                             Market Index             USD Market Index      10/9/07        26,713

                                                                              If positive, the absolute
                                          If negative, the Total Return of    value of the Total Return
                       10,866,261 BRR              the BOVESPA 10/07 Index   of the BOVESPA 10/07 Index     10/18/07       704,436

                                                                              If positive, the absolute
                                          If negative, the Total Return of    value of the Total Return
                        1,591,260 BRR              the BOVESPA 10/07 Index   of the BOVESPA 10/07 Index     10/18/07       220,811

                                                                              If positive, the absolute
                                          If negative, the Total Return of    value of the Total Return
                        1,624,577 BRR              the BOVESPA 10/07 Index   of the BOVESPA 10/07 Index     10/18/07       214,120

                                                                              If negative, the absolute
                                          If positive, the Total Return of value
                                            of the Total Return the INDF/NSE
                                            NIFTY Index 10/07 INDF/NSE NIFTY
                                            Index 10/07
                     (353,896,000)INR                               Future                       Future     10/25/07      (138,949)

                                                                              If negative, the absolute
                                          If positive, the Price Return of    value of the Price Return
                       (9,175,706)CHF                 the SMI 12/07 Future      of the SMI 12/07 Future      2/28/07      (151,717)



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
8. TOTAL RETURN SWAP CONTRACTS Continued



SWAP                         NOTIONAL                              PAID BY                    RECEIVED BY  TERMINATION
COUNTERPARTY                   AMOUNT                             THE FUND                       THE FUND        DATES        VALUE
- ------------------------------------------------------------------------------------------------------------------------------------

Merrill Lynch
Capital Services,
Inc.:
                                                                             The Constant Maturity Option
                    $ 134,690,000                                    5.330%       Price divided by 10,000      8/13/17  $(3,068,544)

                                                                             The Constant Maturity Option
                      248,000,000                                    4.660        Price divided by 10,000      6/11/17    4,700,096
- ------------------------------------------------------------------------------------------------------------------------------------
                                            One-Month EUR BBA LIBOR and if  If positive, the Total Return
                                       negative, the absolute value of the          of a custom basket of
Morgan Stanley                          Total Return of a custom basket of  securities plus the dividends
International          22,759,800 EUR                           securities  from the basket of securities     12/20/07      630,015
                                                                                                                        ------------
                                                                                                                        $13,580,908
                                                                                                                        ============


Notional amount is reported in U.S. Dollars (USD), except for those denoted in
the following currencies:

BRR         Brazilian Real
CHF         Swiss Franc
EUR         Euro
GBP         British Pound Sterling
INR         Indian Rupee
JPY         Japanese Yen

Abbreviations are as follows:

BBA               British Bankers Association
BOVESPA           Bovespa Index that trades on the Sao Paulo Stock Exchange
EURIBOR           Euro Interbank Offered Rate
INDF/NSE NIFTY    Index Indian National Stock Exchange Nifty Index
LIBOR             London-Interbank Offered Rate
MSCI              Morgan Stanley Capital International
SMI               Swiss Market Index

- --------------------------------------------------------------------------------
9. INTEREST RATE SWAP CONTRACTS

An interest rate swap is an agreement under which a set of future cash flows is
exchanged between two counterparties. Interest rate swaps involve the exchange
of rights to receive or commitments to pay interest. One cash flow stream will
typically be a floating rate payment based upon a specified index while the
other is typically a fixed rate. Payments under the swap are based on an agreed
upon principal amount but since this principal amount is not exchanged, it
represents neither an asset nor a liability to either counterparty, and is
referred to as notional. Interest rate swaps are marked to market daily using
primarily quotations from counterparties, and brokers. The value of the
contracts is separately disclosed on the Statement of Assets and Liabilities.
The unrealized appreciation (depreciation) related to the change in the
valuation of the notional amount of the swap is combined with the amount due
to (owed by) the Fund at termination or settlement. The net change in this
amount during the period is included on the Statement of Operations. The Fund
also records any periodic payments received from (paid to) the counterparty,
including at termination, under such contracts as realized gain (loss) on the
Statement of Operations.

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

As of September 30, 2007, the Fund had entered into the following interest rate
swap agreements:



SWAP                         NOTIONAL             PAID BY        RECEIVED BY   TERMINATION
COUNTERPARTY                   AMOUNT            THE FUND           THE FUND         DATES         VALUE
- ---------------------------------------------------------------------------------------------------------

Banco Santander
Central Hispano
SA:
                                            Six-MonthTasa
                                           Nominal Annual
                        5,126,000,000CLP      (TNA-Chile)             6.6000%      8/21/17   $   178,207
                           88,500,000MXN         MXN TIIE             8.1200       1/26/17      (101,362)
                           27,880,000BRR             BZDI            14.0000        1/3/12     1,037,482
- ---------------------------------------------------------------------------------------------------------
Barclays Bank
plc:
                          114,700,000MXN         MXN TIIE             9.2700       7/17/26       872,043
                                                Six-Month             5.3850       1/29/10      (360,285)
                          406,840,000NOK            NIBOR          Six-Month
                           49,540,000EUR           4.2200%           EURIBOR       1/29/10       304,739
- ---------------------------------------------------------------------------------------------------------
Citibank NA,
London:
                                                Six-Month
                           16,830,000PLZ            WIBOR             5.5200       3/24/10        65,409
                                                Six-Month
                           26,928,000PLZ            WIBOR             5.5500       3/25/10       108,351
- ---------------------------------------------------------------------------------------------------------
Citibank NA,
New York:
                          489,400,000TWD           2.3200       TWD-Telerate       6/27/11       111,299
                                           Six-Month Tasa
                                           Nominal Annual
                        4,101,000,000CLP      (TNA-Chile)             6.5300       8/25/17           202
- ---------------------------------------------------------------------------------------------------------
Credit Suisse
First Boston,                                   Six-Month
Inc.                       46,785,000PLZ            WIBOR             4.4800        7/1/10      (469,602)



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
9. INTEREST RATE SWAP CONTRACTS Continued



SWAP                         NOTIONAL             PAID BY        RECEIVED BY   TERMINATION
COUNTERPARTY                   AMOUNT            THE FUND           THE FUND         DATES         VALUE
- ---------------------------------------------------------------------------------------------------------

Credit Suisse
International:

                          133,400,000MXN         MXN TIIE             8.3000%     12/17/26   $  (176,332)
                                           Six-Month Tasa
                                           Nominal Annual
                        4,101,000,000CLP      (TNA-Chile)             6.5800       8/21/17       132,396
- ---------------------------------------------------------------------------------------------------------
Deutsche Bank
AG:
                          490,200,000INR           7.1750%     INR MIBOR-OIS
                                                                    Compound       6/27/11        (2,134)
                        2,387,000,000HUF           8.4400    Six-Month BUBOR        7/4/11      (725,282)
- ---------------------------------------------------------------------------------------------------------
Goldman Sachs
Capital Markets
LP:
                                                Six-Month
                          416,230,000NOK            NIBOR             5.4700        5/2/10       (42,100)
                                                                EUR EURIBOR-
                           51,720,000EUR           4.4155           Telerate        5/2/10           949
- ---------------------------------------------------------------------------------------------------------
Goldman Sachs
Group, Inc. (The):
                           38,800,000MXN         MXN TIIE             8.7000        2/5/16        84,333
                          289,270,000MXN         MXN TIIE             9.8400      12/31/09     1,045,136
- ---------------------------------------------------------------------------------------------------------
Goldman Sachs                                                           CNY-
International             107,900,000CNY           4.0000      CFXSREPOFIX01       2/16/17       855,242
- ---------------------------------------------------------------------------------------------------------
J Aron & Co.:
                           46,300,000BRR             BZDI            10.6700        1/2/12      (434,965)
                          140,720,000MXN         MXN TIIE             9.1500       8/27/26       881,921
                           60,800,000MXN         MXN TIIE             9.3300       9/16/26       482,555
                           53,700,000BRR             BZDI            12.9200        1/2/14     1,386,072
                           26,730,000BRR             BZDI            12.8700        1/2/14       667,580
                           53,240,000BRR             BZDI            12.7100        1/4/10       726,675
                          110,230,000BRR             BZDI            12.6100        1/4/10     1,378,046
                          143,500,000MXN         MXN TIIE             9.5100       8/26/25     1,343,861
                           96,930,000MXN         MXN TIIE             9.5000       8/28/25       898,329
                           99,100,000BRR             BZDI            12.2600        1/2/15     1,509,892
                           45,260,000BRR             BZDI            12.2900        1/2/15       713,757
                           91,750,000MXN         MXN TIIE             9.2900       7/17/26       694,803
                           27,880,000BRR             BZDI            14.0500        1/2/12     1,105,202
- ---------------------------------------------------------------------------------------------------------
JPMorgan
Chase Bank NA:
                          264,090,000ZAR           8.2900   Three-Month JIBA       6/21/08       546,072
                           34,270,000BRR             BZDI            13.9100        1/2/12     2,448,547
- ---------------------------------------------------------------------------------------------------------
Lehman Brothers
Special Financing,
Inc.:

                                                Six-Month
                           55,540,000PLZ            WIBOR             4.5300        7/5/10      (120,019)



SWAP                         NOTIONAL                  PAID BY   RECEIVED BY   TERMINATION
COUNTERPARTY                   AMOUNT                 THE FUND      THE FUND         DATES          VALUE
- ----------------------------------------------------------------------------------------------------------

Lehman Brothers
Special Financing,
Inc.: Continued
                                                 Fund pays the greater of 0 and
                                           8* (-0.0031375-(10 yr.
                                             CMS Index + 2 yr.
                                                   CMS Index))
                          131,690,000PLZ             quarterly    $3,950,700        2/5/17   $ (3,328,117)
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley
& Co.                                                            Three-Month
International           7,609,000,000KZT                8.2500%          KZT       6/29/12     (2,066,067)
- ----------------------------------------------------------------------------------------------------------
Morgan Stanley
Capital Services,                                                  Six-Month
Inc.                      122,500,000EUR                4.7130       EURIBOR       8/22/17       (449,043)
- ----------------------------------------------------------------------------------------------------------
UBS AG                     63,571,606BRR                  BZDI       10.6700%       1/2/12     (1,636,214)
- ----------------------------------------------------------------------------------------------------------
                                                                     Three-Month
Westpac                   268,710,000NZD                7.7750   NZD-BBR-FRA       9/17/09        477,333
                                                                                             -------------
                                                                                             $ 10,144,911
                                                                                             =============


Notional amount is reported in U.S. Dollars (USD), except for those denoted in
the following currencies:

BRR   Brazilian Real
CLP   Chilean Peso
CNY   Chinese Renminbi (Yuan)
EUR   Euro
KZT   Kazakhstan Tenge
HUF   Hungarian Forint
INR   Indian Rupee
MXN   Mexian Nuevo Peso
NOK   Norwegian Krone
NZD   New Zealand Dollar
PLZ   Polish Zloty
TWD   New Taiwan Dollar
ZAR   South African Rand

Index abbreviations are as follows:

BUBOR               Budapest Interbank Offered Rate
BZDI                Brazil Interbank Deposit Rate
CMS                 Constant Maturity Swap
CNY-CFXSREPOFIX01   Chinese Renminbi 7 Days Repurchase Fixing Rates
EURIBOR             Euro Interbank Offered Rate
INR                 Indian Rupee
JIBA                South Africa Johannesburg Interbank Agreed Rate
LIBOR               London-Interbank Offered Rate
MIBOR-OIS           Mid Market Interest Rate for French Franc/Austrian
                    Schilling and India Swap Composites--Overnight Indexed Swap
MXN TIIE            Mexican Peso-Interbank Equilibrium Interest Rate
NIBOR               Norwegian Interbank Offered Rate
NZD-BBR-FRA         New Zealand Dollar-Bank Bill Rate-Forward Rate Agreement
WIBOR               Poland Warsaw Interbank Offer Bid Rate



NOTES TO FINANCIAL STATEMENTS  Continued
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
11. CREDIT DEFAULT SWAP CONTRACTS

A credit default swap is a bilateral contract that enables an investor to buy or
sell protection against a defined-issuer credit event. The Fund may enter into
credit default swaps to hedge an existing position or to obtain exposure to a
security or market by purchasing or selling credit protection. The Fund may
enter into credit default swaps on a single security, or a basket of securities.

      In a credit default swap contract, the purchaser of the contract will pay
a periodic interest fee, similar to an insurance premium, on the notional amount
of the swap contract to the counterparty (the seller of the contract). If there
is a credit event (for example, bankruptcy or a failure to timely pay interest
or principal), the purchaser will exercise the contract and will receive a
payment from the seller of the contract equal to the notional value of the
credit default swap contract less the value of the underlying security.

      The periodic interest fees are accrued daily as a component of unrealized
appreciation (depreciation) and are recorded as realized gain (loss) upon
payment. In the event that the credit default swap is exercised due to a credit
event, the difference between the value of the underlying security and the
notional amount is recorded as realized gain (loss) and is included on the
Statement of Operations.

      Credit default swaps are marked to market daily using primarily quotations
from counterparties and brokers. The value of the contracts is separately
disclosed on the Statement of Assets and Liabilities. The unrealized
appreciation (depreciation) related to the change in the valuation of the
notional amount of the swap is combined with the accrued interest due to (owed
by) the Fund at termination or settlement. The net change in this amount during
the period is included on the Statement of Operations.

      Risks of credit default swaps include, but are not limited to, the cost of
paying for credit protection if there are no credit events, pricing transparency
when assessing the cost of a credit default swap, counterparty risk, adverse
pricing when purchasing bonds to satisfy its delivery obligation, and the need
to fund the delivery obligation (either cash or defaulted securities depending
on whether the Fund is the purchaser or seller of the credit default swap
contract, respectively).

Information regarding such credit default swaps as of September 30, 2007 is as
follows:



                                                                            PAY/
                                            BUY/SELL   NOTIONAL   RECEIVE
                  REFERENCE                   CREDIT     AMOUNT     FIXED   TERMINATION    PREMIUM
COUNTERPARTY      ENTITY                  PROTECTION     (000S)      RATE         DATES   RECEIVED          VALUE
- ------------------------------------------------------------------------------------------------------------------

Barclays Bank
plc:
                  CDX.EM.8 5-Year Index          Buy   $ 49,370      1.75%     12/20/12   $454,204   $   (511,071)
                  Republic of Turkey            Sell      6,025      1.62       4/20/12         --         55,279
- ------------------------------------------------------------------------------------------------------------------
Citibank NA,
New York:
                  Republic of Hungary            Buy      7,535      0.40      12/20/15         --          6,082
                  Republic of Indonesia         Sell      2,990      2.10       9/20/12         --        100,442



                                                                            PAY/
                                            BUY/SELL   NOTIONAL   RECEIVE
                  REFERENCE                   CREDIT     AMOUNT     FIXED   TERMINATION    PREMIUM
COUNTERPARTY      ENTITY                  PROTECTION     (000S)      RATE         DATES   RECEIVED          VALUE
- ------------------------------------------------------------------------------------------------------------------

Citibank NA,
New York:
Continued         Republic of Turkey            Sell   $  4,520      2.47%      4/20/17   $     --   $     76,574
                  Republic of Ukraine           Sell      2,500      2.32       8/20/12         --         69,858
- ------------------------------------------------------------------------------------------------------------------
Credit Suisse
International     NJSC Naftogaz                 Sell      5,000      3.25       4/20/11         --       (484,143)
- ------------------------------------------------------------------------------------------------------------------
Deutsche
Bank AG           Republic of Peru              Sell      1,200      1.32       4/20/17         --         17,222
- ------------------------------------------------------------------------------------------------------------------
Merrill Lynch
International:
                  Republic of Indonesia         Sell      5,000      1.67       9/20/12         --         76,985
                  Republic of Turkey            Sell      3,070      2.47       4/20/17         --         47,003
- ------------------------------------------------------------------------------------------------------------------
Morgan
Stanley Capital
Services, Inc.:
                  CDX.EM.8 Index                 Buy     49,370      1.75      12/20/12    444,330       (557,929)
                  Istanbul Bond Co. SA
                  for Finansbank                Sell     17,390      1.30       3/24/13         --       (155,693)
                  Republic of Indonesia         Sell      6,000      2.23       9/20/12         --        234,161
                  Republic of Peru              Sell      4,960      1.04       6/20/17         --        (35,893)
                  Republic of Turkey            Sell      5,150      2.75      11/20/16         --        164,091
                  Republic of Turkey            Sell      6,150      1.60       4/20/12         --         45,278
- ------------------------------------------------------------------------------------------------------------------
                  Republic of the
UBS AG            Philippines                   Sell      5,945      1.45       6/20/17         --       (223,930)
                                                                                          ------------------------
                                                                                          $898,534   $ (1,075,684)
                                                                                          ========================


- --------------------------------------------------------------------------------
12. CURRENCY SWAPS

A currency swap is an arrangement under which counterparties agree to exchange
different currencies equivalent to the notional value at contract inception and
reverse the exchange of the same notional values of those currencies at contract
termination. The contract may also include periodic exchanges of cash flows
based on a specified index or interest rate. Currency swaps are marked to market
daily using primarily quotations from counterparties and brokers. The value of
the contracts is separately disclosed on the Statement of Assets and
Liabilities. The unrealized appreciation (depreciation) related to the change in
the valuation of the notional amount of the swap is combined with the amount due
to (owed by) the Fund at termination or settlement. The net change in this
amount during the period is included on the Statement of Operations. The Fund
also records any periodic payments received from (paid to) the counterparty,
including at termination, under such contracts as realized gain (loss) on the
Statement of Operations.

      Currency swap agreements entail exchange rate risk, interest rate risk and
credit risk. Due to the exchange of currency at contract termination, changes in
currency exchange rates may result in the Fund paying an amount greater than the
amount received. There is a risk, based on movements of interest rates or
indexes that the periodic payments made by the Fund will be greater than the
payments received. Credit risk arises from the possibility that the counterparty
will default on its payments to the Fund. If the counter-party defaults, the
Fund's maximum loss will consist of the notional contract value to be received
at contract termination as well as any outstanding interest payments due to the
Fund. The Manager monitors the creditworthiness of counterparties on an ongoing
basis.

As of September 30, 2007, the Fund entered into the following currency swap
arrangements:



SWAP               NOTIONAL           PAID BY   RECEIVED BY   TERMINATION
COUNTERPARTY         AMOUNT          THE FUND      THE FUND         DATES         VALUE
- ----------------------------------------------------------------------------------------

Credit Suisse
International:
                                   Three-Month
                                     USD BBA
                 18,590,000 TRY         LIBOR         16.75%      2/26/12   $ 4,063,701
                                   Three-Month
                                     USD BBA
                  7,370,000 TRY         LIBOR         17.25        2/7/12     1,844,240
                                   Three-Month
                                     USD BBA
                 11,105,000 TRY         LIBOR         17.30        2/9/12     2,772,679
- ----------------------------------------------------------------------------------------
                                   Three-Month
Merrill Lynch                             BBA
International     3,840,000 TRY         LIBOR         17.10        2/6/12       931,516
                                                                            ------------
                                                                            $ 9,612,136
                                                                            ============


Notional amount is reported in U.S. Dollars (USD), except for those denoted in
the following currency:

TRY          New Turkish Lira

Index abbreviation is as follows:

BBA LIBOR    British Bankers' Association London-Interbank Offered Rate

- --------------------------------------------------------------------------------
13. ILLIQUID SECURITIES

As of September 30, 2007, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. The
Fund will not invest more than 10% of its net assets (determined at the time of
purchase and reviewed periodically) in illiquid securities. Securities that are
illiquid are marked with the applicable footnote on the Statement of
Investments.

- --------------------------------------------------------------------------------
14. 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
securities, letters of credit 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 each day. If the Fund is
undercollateralized at the close of business due to an increase in market value
of securities on loan, additional collateral is requested from the borrowing
counterparty and is delivered to the Fund on the next business day. Cash
collateral may be invested in approved investments and the Fund bears the
risk of any loss in value of these investments. The Fund retains a portion of
the interest earned from the collateral. 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. 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 September 30,
2007, the Fund had on loan securities valued at $280,011,205, which are included
in the Statement of Assets and Liabilities as "Investments, at value" and, when
applicable, as "Receivable for Investments sold." Collateral of $284,794,359 was
received for the loans, all of which was received in cash and subsequently
invested in approved investments.

- --------------------------------------------------------------------------------
15. RECENT ACCOUNTING PRONOUNCEMENT

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 48 ("FIN 48"), ACCOUNTING FOR UNCERTAINTY IN INCOME TAXES.
FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 requires the evaluation of tax positions
taken in the course of preparing the Fund's tax returns to determine whether it
is "more-likely-than-not" that tax positions taken in the Fund's tax return will
be ultimately sustained. A tax liability and expense must be recorded in respect
of any tax position that, in Management's judgment, will not be fully realized.
FIN 48 is effective for fiscal years beginning after December 15, 2006. As of
September 30, 2007, the Manager has evaluated the implications of FIN 48 and
does not currently anticipate a material impact to the Fund's financial
statements. The Manager will continue to monitor the Fund's tax positions
prospectively for potential future impacts.

      In September 2006, ("FASB") issued Statement of Financial Accounting
Standards ("SFAS") No. 157, FAIR VALUE MEASUREMENTS. This standard establishes a
single authoritative definition of fair value, sets out a framework for
measuring fair value and expands disclosures about fair value measurements. SFAS
No. 157 applies to fair value measurements already required or permitted by
existing standards. SFAS No. 157 is effective for financial statements issued
for fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. As of September 30, 2007, the Manager does not believe the
adoption of SFAS No. 157 will materially impact the financial statement amounts;
however, additional disclosures may be required about the inputs used to develop
the measurements and the effect of certain of the measurements on changes in net
assets for the period.



                                      A-1
                                   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.



                                      B-1
                                   Appendix B

     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,  Class C or Class N 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.

     Applicability of Class A Contingent Deferred Sales Charges in Certain Cases
- -----------------------------------------------------

     Purchases  of Class A Shares of  Oppenheimer  Funds That Are Not Subject to
Initial Sales Charge but May Be Subject to the Class A Contingent Deferred Sales
Charge (unless a waiver applies).


     There is no initial  sales  charge on purchases of Class A shares of any of
the Oppenheimer funds in the cases listed below. However, these purchases may be
subject to the Class A contingent  deferred  sales charge if redeemed  within 18
months  (24  months  in the case of  shares of  Oppenheimer  Rochester  National
Municipals and Rochester Fund Municipals purchased prior to October 22, 2007) of
the  beginning  of the  calendar  month of their  purchase,  as described in the
Prospectus (unless a waiver described  elsewhere in this Appendix applies to the
redemption).  Additionally,  on shares  purchased  under these  waivers that are
subject to the Class A contingent  deferred sales charge,  the Distributor  will
pay the  applicable  concession  described  in the  Prospectus  under  "Class  A
Contingent Deferred Sales Charge."(6) This waiver provision applies to:

     o Purchases of Class A shares aggregating $1 million or more.

     o Purchases of Class A shares, prior to March 1, 2007, by a Retirement Plan
that was  permitted to purchase  such shares at net asset value but subject to a
contingent  deferred  sales charge prior to March 1, 2001.  That included  plans
(other than IRA or 403(b)(7)  Custodial  Plans) that: 1) bought  shares  costing
$500,000 or more, 2) had at the time of purchase 100 or more eligible  employees
or total plan assets of $500,000 or more,  or 3)  certified  to the  Distributor
that it projects to have annual plan purchases of $200,000 or more.

     o 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.

     o  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).

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):

     o The Manager or its affiliates.

     o 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.

     o  Registered  management  investment  companies,  or separate  accounts of
insurance  companies having an agreement with the Manager or the Distributor for
that purpose.

     o 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.

     o 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).

     o Dealers,  brokers,  banks or  registered  investment  advisers  that have
entered into an agreement with the Distributor  providing  specifically  for the
use of shares of the Fund in particular  investment  products made  available to
their clients.  Those clients may be charged a transaction  fee by their dealer,
broker, bank or advisor for the purchase or sale of Fund shares.

     o  Investment  advisers  and  financial  planners  who have entered into an
agreement  for this  purpose  with the  Distributor  and who charge an advisory,
consulting or other fee for their services and buy shares for their own accounts
or the accounts of their clients.

     o "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.

     o Clients of investment  advisers or financial  planners (that have entered
into an  agreement  for this purpose  with the  Distributor)  who buy shares for
their own accounts may also  purchase  shares  without  sales charge but only if
their  accounts are linked to a master  account of their  investment  adviser or
financial  planner on the books and  records of the broker,  agent or  financial
intermediary  with which the  Distributor  has made such special  arrangements .
Each of these  investors may be charged a fee by the broker,  agent or financial
intermediary for purchasing shares.

     o 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.

     o  Accounts  for  which  Oppenheimer  Capital  (or  its  successor)  is the
investment  adviser (the  Distributor  must be advised of this  arrangement) and
persons  who are  directors  or  trustees  of the  company or trust which is the
beneficial owner of such accounts.

     o A unit  investment  trust that has entered into an appropriate  agreement
with the Distributor.

     o 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.

     o 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.

     o 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.

     o 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.

     o Effective March 1, 2007, purchases of Class A shares by a Retirement Plan
that was  permitted to purchase  such shares at net asset value but subject to a
contingent  deferred  sales charge prior to March 1, 2001.  That included  plans
(other than IRA or 403(b)(7)  Custodial  Plans) that: 1) bought  shares  costing
$500,000 or more, 2) had at the time of purchase 100 or more eligible  employees
or total plan assets of $500,000 or more,  or 3)  certified  to the  Distributor
that it projects to have annual plan purchases of $200,000 or more.

     o Effective October 1, 2005, taxable accounts established with the proceeds
of Required Minimum Distributions from Retirement Plans.

     o Purchases by former  shareholders of Atlas  Strategic  Income Fund of the
Class A shares  of any  Oppenheimer  fund  that is  available  for  exchange  to
shareholders of Oppenheimer Strategic Income Fund.


     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):

     o  Shares  issued  in  plans  of  reorganization,  such as  mergers,  asset
acquisitions and exchange offers, to which the Fund is a party.

     o 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.

     o  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.

     o 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.

     o 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):

     o Retirement Plans that have $5 million or more in plan assets.

     o 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:

     o To make Automatic  Withdrawal Plan payments that are limited  annually to
no more than 12% of the account value adjusted annually.

     o  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).

     o 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.

     o For distributions from 401(k) plans sponsored by broker-dealers that have
entered into a special agreement with the Distributor allowing this waiver.

     o 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.

     o 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.

     o At the sole discretion of the Distributor,  the contingent deferred sales
charge may be waived for  redemptions of shares  requested by the shareholder of
record  within 60 days  following  the  termination  by the  Distributor  of the
selling  agreement  between  the  Distributor  and the  shareholder  of record's
broker-dealer of record for the account.

     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:

     o Shares redeemed involuntarily, as described in "Shareholder Account Rules
and Policies," in the applicable Prospectus.

     o 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.

     o 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).

     o  Distributions  from accounts for which the  broker-dealer  of record has
entered into a special agreement with the Distributor allowing this waiver.

     o At the sole discretion of the Distributor,  the contingent deferred sales
charge may be waived for  redemptions of shares  requested by the shareholder of
record  within 60 days  following  the  termination  by the  Distributor  of the
selling  agreement  between  the  Distributor  and the  shareholder  of record's
broker-dealer of record for the account.

     o 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.

     o 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.

     o  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.

     o  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.

     o  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:

     o Shares sold to the Manager or its affiliates.

     o 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.

     o Shares issued in plans of reorganization to which the Fund is a party.

     o 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.


     Special Sales Charge  Arrangements for Shareholders of Certain  Oppenheimer
Funds   Who   Were    Shareholders    of   Former    Quest   for   Value   Funds
- -------------------------------------------------------


     The initial and  contingent  deferred  sales  charge  rates and waivers for
Class A, Class B and Class C shares  described in the Prospectus or Statement of
Additional  Information of the Oppenheimer funds are modified as described below
for certain  persons who were  shareholders of the former Quest for Value Funds.
To be eligible,  those persons must have been shareholders on November 24, 1995,
when OppenheimerFunds,  Inc. became the investment adviser to those former Quest
for Value Funds. Those funds include:

     Oppenheimer Rising Dividends Fund, Inc.
     Oppenheimer Small- & Mid- Cap Value Fund
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest International Value Fund, Inc.
     Oppenheimer Quest Opportunity Value Fund


         These arrangements also apply to
shareholders of the following funds when they merged
(were reorganized) into various Oppenheimer funds on
November 24, 1995:

     Quest for Value U.S. Government Income Fund
     Quest for Value New York Tax-Exempt Fund
     Quest for Value Investment Quality Income Fund
     Quest for Value National Tax-Exempt Fund
     Quest for Value Global Income Fund
     Quest for Value California Tax-Exempt Fund

     All of the funds  listed  above are  referred  to in this  Appendix  as the
"Former Quest for Value Funds." The waivers of initial and  contingent  deferred
sales charges  described in this Appendix apply to shares of an Oppenheimer fund
that are either:

     o 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

     o  purchased  by  such   shareholder  by  exchange  of  shares  of  another
Oppenheimer fund that were acquired  pursuant to the merger of any of the Former
Quest for Value Funds into that other Oppenheimer fund on November 24, 1995.

A.   Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

         Waiver of Class A Sales Charges for Certain Shareholders.  Class A
shares purchased by the following investors are not subject to any Class A
initial or contingent deferred sales charges:
o        Shareholders who were shareholders of the AMA Family of Funds on
                  February 28, 1991 and who acquired shares of any of the
                  Former Quest for Value Funds by merger of a portfolio of the
                  AMA Family of Funds.
o        Shareholders who acquired shares of any Former Quest for Value Fund
                  by merger of any of the portfolios of the Unified Funds.
o
         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.
o
         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.

Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer
         Funds Who Were Shareholders of Connecticut Mutual Investment
         Accounts, Inc.
- ---------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A
and Class B shares described in the respective Prospectus (or this Appendix)
of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
     Oppenheimer U. S. Government Trust,
     Oppenheimer Core Bond Fund,
     Oppenheimer Value Fund and

are modified as described below for those Fund shareholders who were
shareholders of the following funds (referred to as the "Former Connecticut
Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the
investment adviser to the Former Connecticut Mutual Funds:

     Connecticut Mutual Liquid Account                            Connecticut Mutual Total Return Account
     Connecticut Mutual Government Securities Account             CMIA LifeSpan Capital Appreciation Account
     Connecticut Mutual Income Account                            CMIA LifeSpan Balanced Account
     Connecticut Mutual Growth Account                            CMIA Diversified Income Account

A.   Prior Class A CDSC and Class A Sales Charge Waivers.

         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.

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%.

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:
o      the Manager and its affiliates,
o      present or former officers, directors, trustees and employees (and

              their "immediate families" as defined in the Fund's Statement of
              Additional Information) of the Fund, the Manager and its
              affiliates, and retirement plans established by them or the
              prior investment adviser of the Fund for their employees,
o      registered management investment companies or separate accounts of
              insurance companies that had an agreement with the Fund's prior
              investment adviser or distributor for that purpose,

o      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,
o      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,

o      dealers, brokers, or registered investment advisers that had entered
              into an agreement with the Distributor or the prior distributor
              of the Fund specifically providing for the use of Class M shares
              of the Fund in specific investment products made available to
              their clients, and
o      dealers, brokers or registered investment advisers that had entered
              into an agreement with the Distributor or prior distributor of
              the Fund's shares to sell shares to defined contribution
              employee retirement plans for which the dealer, broker, or
              investment adviser provides administrative services.



(1) In accordance with Rule 12b-1 of the Investment Company Act, the term
"Independent Trustees" in this Statement of Additional Information refers to
those Trustees who are not "interested persons" of the Fund and who do not
have any direct or indirect financial interest in the operation of the
distribution plan or any agreement under the plan.
(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 International Bond Fund
Internet Website:
         www.oppenheimerfunds.com


Investment Adviser

         OppenheimerFunds, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10281-1008

Distributor
         OppenheimerFunds Distributor, Inc.
         Two World Financial Center
         225 Liberty Street, 11th Floor
         New York, New York 10281-1008

Transfer Agent
         OppenheimerFunds Services
         P.O. Box 5270
         Denver, Colorado 80217
         1.800.CALL OPP (225.5677)

Custodian Bank
         JPMorgan Chase Bank
         4 Chase Metro Tech Center
         Brooklyn, New York 11245

Independent Registered Public Accounting Firm
         Deloitte & Touche LLP
         555 Seventeenth Street
         Denver, Colorado 80202

Counsel to the Funds

         Myer, Swanson, Adams & Wolf, P.C.
         1350 Lawrence Street, Suite 100
         Denver, Colorado 80204


Counsel to the Independent Trustees
         Bell, Boyd & Lloyd LLC
         70 West Madison Street, Suite 3100
         Chicago, Illinois 60602

         1234
PX0880.001.1207




                      OPPENHEIMER INTERNATIONAL BOND FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23. - Exhibits

(a)      (i)      Amended and Restated Declaration of Trust dated 11/14/00:
Previously filed with Registrant's Post-Effective Amendment No. 8, 1/17/01,
and incorporated herein by reference.

         (ii)     Amendment Number 1 dated 8/27/02 to the Amended and Restated
Declaration of Trust dated 11/14/00: previously filed with Registrant's
Post-Effective Amendment No. 10, 11/21/02, and incorporated herein by
reference.

(b)      Amended and Restated By-Laws dated October 24, 2000: Previously filed
with Registrant's Post-Effective Amendment No. 11, 11/20/03, and incorporated
herein by reference.

(c)      (i)      Specimen  Class A Share  Certificate:  Previously  filed  with
                  Registrant's  Post-  Effective  Amendment No. 9, 1/25/02,  and
                  incorporated herein by reference.

         (ii)     Specimen  Class B Share  Certificate:  Previously  filed  with
                  Registrant's  Post-  Effective  Amendment No. 9, 1/25/02,  and
                  incorporated herein by reference.

         (iii)    Specimen   Class   C   Share   Certificate:   Previously filed
                  with Registrant's  Post-  Effective  Amendment No. 9, 1/25/02,
                  and incorporated herein by reference.

         (iv)     Specimen Class  N   Share   Certificate: Previously filed with
                  Registrant's  Post-  Effective  Amendment No. 9, 1/25/02,  and
                  incorporated herein by reference.

(d)      Amended and Restated Investment Advisory Agreement dated 1/1/06:
Previously filed with Registrant's Post-Effective Amendment No. 17, 11/22/06,
and incorporated herein by reference.

(e)      (i)    General Distributor's Agreement dated 6/5/95: Previously filed
with Registrant's Post-Effective Amendment No.1, 5/16/95, and incorporated
herein by reference.

         (ii)   Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.

         (iii)  Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.


         (iv)   Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 34 to the Registration
Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850),
(10/23/06), and incorporated herein by reference.


         (v)    Form of Trust Company Fund/SERV Purchase Agreement of
OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective
Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund
(Reg. No. 2-62076), (10/26/01), and incorporated herein by reference.


         (vi)   Form of Trust Company Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to
the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg.
No.33-17850), (10/23/06), and incorporated herein by reference.

(f)      Form of Amended and Restated Compensation Deferral Plan for
Eligible Trustees: Filed herewith.

(g)      (i) Global Custody Agreement dated August 16, 2002: Previously filed
with Post-Effective Amendment No. 51 to the Registration Statement of
Oppenheimer Capital Appreciation Fund (Reg. No. 2-69719), (10/23/06), and
incorporated herein by reference.

         (ii) Amendment dated October 2, 2003 to the Global Custody Agreement
dated August 16, 2002: Previously filed with Pre-Effective Amendment No. 1 to
the Registration Statement of Oppenheimer Principal Protected Trust II (Reg.
333-108093), (11/6/03), and incorporated herein by reference.

(h)      Not applicable.

(i)      Opinion and Consent of Counsel dated 5/25/95: Previously filed with
Registrant's Pre-Effective Amendment No.2 to Registrant's Registration
Statement, 5/30/95, and incorporated herein by reference.

(j)      Independent Registered Public Accounting Firm's Consent: Filed
herewith.

(k)      Not applicable.

(l)      Investment Letter from OppenheimerFunds, Inc. to Registrant dated
5/30/95: Previously filed with Registrant's Pre-Effective Amendment No. 2,
5/30/95, and incorporated herein by reference.

(m)      (i)      Amended and Restated Service Plan and Agreement for Class A
shares dated October 28, 2005: Previously filed with Registrant's
Post-Effective Amendment No. 17, 11/22/06, and incorporated herein by
reference.

         (ii)     Amended and Restated Distribution and Service Plan and
Agreement for Class B shares dated October 28, 2005: Previously filed with
Registrant's Post-Effective Amendment No. 17, 11/22/06, and incorporated
herein by reference.

         (iii)    Amended and Restated Distribution and Service Plan and
Agreement for Class C shares dated October 28, 2005: Previously filed with
Registrant's Post-Effective Amendment No. 17, 11/22/06, and incorporated
herein by reference.

         (iv)     Amended and Restated Distribution and Service Plan and
Agreement for Class N shares dated October 28, 2005: Previously filed with
Registrant's Post-Effective Amendment No. 17, 11/22/06, and incorporated
herein by reference.


(n)      Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated
through 8/29/07: Previously filed with the Initial Registration Statement of
Oppenheimer Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105),
(9/14/07), and incorporated herein by reference.

(o)       Powers of Attorney for all Trustees/Directors and Principal
Officers:  Previously filed with the Initial Registration Statement of
Oppenheimer Portfolio Series Active Allocation Fund (Reg. No. 333-146105),
9/14/07, and incorporated herein by reference.

(p)      Amended and Restated Code of Ethics of the Oppenheimer Funds dated
August 30, 2007 under Rule 17j-1 of the Investment Company Act of 1940:
Previously filed with the Initial Registration Statement of Oppenheimer
Portfolio Series Fixed Income Investor Fund (Reg. No. 333-146105), (09/14/07),
and incorporated herein by reference.

Item 24. - Persons Controlled by or Under Common Control with the Fund

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Seventh 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.

(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, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Patrick Adams                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert Agan,                             Senior  Vice  President  of  Shareholder   Financial  Services,   Inc.  and
Senior Vice President                    Shareholders   Services,   Inc.;   Vice   President   of   OppenheimerFunds
                                         Distributor,  Inc., Centennial Asset Management Corporation and OFI Private
                                         Investments Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Carl Algermissen,                        None
Vice President & Associate Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Amato,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Tracey Beck Apostolopoulos,              None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Janette Aprilante,                       Secretary   (since   December  2001)  of:   Centennial   Asset   Management
Vice President & Secretary               Corporation,   OppenheimerFunds   Distributor,   Inc.,   HarbourView  Asset
                                         Management   Corporation   (since  June  2003),   Oppenheimer   Real  Asset
                                         Management,   Inc.,  Shareholder  Financial  Services,   Inc.,  Shareholder
                                         Services,  Inc., Trinity Investment  Management  Corporation (since January
                                         2005),  OppenheimerFunds  Legacy  Program,  OFI  Private  Investments  Inc.
                                         (since June 2003) and OFI Institutional Asset Management,  Inc. (since June
                                         2003). Assistant Secretary of OFI Trust Company (since December 2001).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dmitri Artemiev                          Formerly (until January 2007) Analyst/Developer at Fidelity Investments.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Hany S. Ayad,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James F. Bailey,                         Senior Vice President of  Shareholder  Services,  Inc.  (since March 2006).
Senior Vice President                    Formerly Vice  President at T. Rowe Price Group  (September  2000 - January
                                         2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert Baker,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Michael Banta,                      None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Adam Bass,                               None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kevin Baum,                              None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jeff Baumgartner,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Marc Baylin,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Todd Becerra,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kathleen Beichert,                       Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gerald B. Bellamy,                       Assistant Vice President (Sales Manager of the  International  Division) of
Assistant Vice President                 OFI Institutional Asset Management, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Erik S. Berg,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert Bertucci,                         None
Assistant Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rajeev Bhaman,                           None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Craig Billings,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mark Binning,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert J. Bishop,                        Treasurer (since October 2003) of  OppenheimerFunds  Distributor,  Inc. and
Vice President                           Centennial Asset Management Corporation.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Beth Bleimehl,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa I. Bloomberg,                       None
Vice President & Associate Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Veronika Boesch,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Chad Boll,                               None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Antulio N. Bomfim,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michelle Borre Massick,                  None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lori E. Bostrom,                         None
Vice President & Senior Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Bourgeois,                          Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David J. Bowers                          Formerly (until July 2007) Analyst at Evergreen Investments.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Boydell,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard Britton,                         Formerly  CTO/Managing  Director of IT  Infrastructure  at GMAC Residential
Vice President                           Funding Corporation (October 2000 - October 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Garrett C. Broadrup,                     Formerly  an  Associate  at Davis Polk & Wardwell  (October  2002 - October
Assistant Vice President & Assistant     2006).
Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Bromberg,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Holly Broussard,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kristine Bryan-Levin,                    None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Stephanie Bullington,                    None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Paul Burke,                              None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mark Burns,                              None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
JoAnne Butler,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Geoffrey Caan,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dale William Campbell,                   Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Patrick Campbell,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Catherine Carroll,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Debra Casey,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Maria Castro,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Chaffee,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles Chibnik,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Patrick Sheng Chu,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brett Clark,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
H.C. Digby Clements,                     None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas Closs,                            Formerly  (until  January 2007)  Development  Manager at  OppenheimerFunds,
Assistant Vice President                 Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Peter V. Cocuzza,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gerald James Concepcion,                 None.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Susan Cornwell,                          Senior  Vice  President  of  Shareholder   Financial  Services,   Inc.  and
Senior Vice President                    Shareholder   Services,    Inc.;   Vice   President   of   OppenheimerFunds
                                         Distributor,    Inc.,   Centennial   Asset   Management   Corporation   and
                                         OppenheimerFunds Legacy Program.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Cheryl Corrigan,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Belinda J. Cosper,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Scott Cottier,                           None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lauren Coulston,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Terry Crady,                             Formerly IT Development Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
George Curry,                            Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Julie C. Cusker,                         None
Assistant Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kevin Dachille,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Damian,                             None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert Dawson,                           None.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Delano,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kendra Delisa,                           Formerly (until January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard Demarco,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Craig P. Dinsell,                        None
Executive Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Randall C. Dishmon,                      None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rebecca K. Dolan,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Steven D. Dombrower,                     Senior Vice President of OFI Private  Investments  Inc.;  Vice President of
Vice President                           OppenheimerFunds Distributor, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Sara Donahue,                            Formerly (until November 2006) Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Alicia Dopico,                           Formerly (until August 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas Doyle,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Bruce C. Dunbar,                         None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian Dvorak,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard Edmiston,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
A. Taylor Edwards,                       None
Vice President & Assistant Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Venkat Eleswarapu,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel R. Engstrom,                      None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James Robert Erven,                      None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
George R. Evans,                         None
Senior Vice President & Director of
International Equities
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Edward N. Everett,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kathy Faber,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David Falicia,                           Assistant  Secretary  (as of July  2004) of  HarbourView  Asset  Management
Assistant Vice President                 Corporation.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rachel Fanopoulos,                       Formerly Manager (until August 2007) of OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Matthew Farkas,                          Formerly Associate at Epstein Becker & Green, P.C.  (September 2000 - March
Assistant Vice President and Assistant   2006).
Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kristie Feinberg,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
William Ferguson,                        Formerly Senior Marketing  Manager at ETrade (June 2006 - January 2007) and
Assistant Vice President                 Senior Marketing Manager at Axa Financial (April 2000 - June 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Emmanuel Ferreira,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Ronald H. Fielding,                      Vice  President  of  OppenheimerFunds  Distributor,  Inc.;  Director of ICI
Senior Vice President;                   Mutual Insurance Company;  Governor of St. John's College;  Chairman of the
Chairman of the Rochester Division       Board of  Directors  of  International  Museum  of  Photography  at  George
                                         Eastman House.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Bradley G. Finkle,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Steven Fling,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John E. Forrest,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David Foxhoven,                          Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Colleen M. Franca,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Barbara Fraser,                          None
Vice President & Associate Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Donald French,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dominic Freud,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Hazem Gamal,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles Gapay,                           Formerly (as of January 2007) Help Desk Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Seth Gelman,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Timothy Gerlach,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles W. Gilbert,                      None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kurt Gibson,                             Formerly Manager at Barclays Capital (January 2002 - April 2006).
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Phillip S. Gillespie,                    None
Senior Vice President & Assistant
Secretary
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Alan C. Gilston,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jacqueline Girvin-Harkins,               None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jill E. Glazerman,                       None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Benjamin J. Gord,                        Vice  President of  HarbourView  Asset  Management  Corporation  and of OFI
Vice President                           Institutional Asset Management, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Raquel Granahan,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert B. Grill,                         None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Carol Guttzeit,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Marilyn Hall,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kelly Haney,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Steve Hauenstein,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert W. Hawkins,                       None
Vice President & Assistant Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas B. Hayes,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Heidi Heikenfeld,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Annika Helgerson,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel Herrmann,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dennis Hess,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Joseph Higgins,                          Vice President of OFI Institutional Asset Management, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dorothy F. Hirshman,                     None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel Hoelscher,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Eivind Holte,                            Formerly Vice President at U.S. Trust (June 2005 - October 2007)
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian Hourihan,                          Assistant  Secretary of OFI  Institutional  Asset  Management,  Inc. (since
Vice President & Associate Counsel       April 2006).  Formerly Vice President and Senior  Counsel at  Massachusetts
                                         Financial Service Company (June 2004 - March 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Edward Hrybenko,                         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kevin Andrew Huddleston,                 None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Scott T. Huebl,                          Assistant Vice President of OppenheimerFunds Legacy Program.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Margaret Hui,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dana Hunter,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Huttlin,                            Senior Vice  President  (Director  of the  International  Division)  (since
Senior Vice President                    January 2004) of OFI Institutional Asset Management,  Inc.; Director (since
                                         June 2003) of OppenheimerFunds International Distributor Limited.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James G. Hyland,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kelly Bridget Ireland,                   None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kathleen T. Ives,                        Vice  President and Assistant  Secretary of  OppenheimerFunds  Distributor,
Vice President, Senior Counsel &         Inc. and  Shareholder  Services,  Inc.;  Assistant  Secretary of Centennial
Assistant Secretary                      Asset   Management   Corporation,   OppenheimerFunds   Legacy  Program  and
                                         Shareholder Financial Services, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
William Jaume,                           Senior Vice President of HarbourView  Asset Management  Corporation and OFI
Vice President                           Institutional Asset Management, Inc.; Director of OFI Trust Company.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Frank V. Jennings,                       None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Jennings,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jin Jo,                                  Formerly Audit Manager at Deloitte & Touche LLP (as of August 2007)
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Kadehjian,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles Kandilis,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Amee Kantesaria,                         Formerly Counsel at Massachusetts Mutual Life Insurance Company
Assistant Vice President and             (May 2005-December 2006).
Assistant Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rezo Kanovich,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas W. Keffer,                        None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James Kennedy,                           Formerly self-employed (December 2005 - September 2006).
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Keogh,                           Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Kiernan,                            None
Assistant Vice President & Marketing
Compliance Manager
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Kim,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Audrey Kiszla,                           Formerly Vice President at First Horizon Merchant Services  (December 2005-
Vice President                           May 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Klassen,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard Knott,                           None
Executive Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel Kohn,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Martin S. Korn,                          None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Tatyana Kosheleva,                       Formerly (as of April 2007) Finance Manager at IBM Corp.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian Kramer,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
S. Arthur Krause,                        Formerly Product Manager of OppenheimerFunds, Inc. (as of January 2007).
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gloria LaFond,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Lamentino,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Tracey Lange,                            Vice  President  of  OppenheimerFunds  Distributor,  Inc.  and OFI  Private
Vice President                           Investments Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jeffrey P. Lagarce,                      President of OFI Institutional Asset Management, Inc. as of January 2005.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Latino,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gayle Leavitt,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Christopher M. Leavy,                    None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Randy Legg,                              None
Vice President & Associate Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Laura Leitzinger,                        Senior  Vice  President  of  Shareholder  Services,  Inc.  and  Shareholder
Senior Vice President                    Financial Services, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Justin Leverenz,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael S. Levine,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian Levitt,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gang Li,                                 None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Shanquan Li,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Julie A. Libby,                          Senior Vice President of OFI Private Investments Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel Lifshey,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mitchell J. Lindauer,                    None
Vice President & Assistant General
Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Bill Linden,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Malissa B. Lischin,                      Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Justin Livengood,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Christina Loftus,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David P. Lolli,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel G. Loughran                       None
Senior Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Patricia Lovett,                         Vice  President of  Shareholder  Financial  Services,  Inc. and Senior Vice
Senior Vice President                    President of Shareholder Services, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Misha Lozovik,                           None.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Dongyan Ma,                              None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Steve Macchia,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Daniel Martin,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jerry Mandzij,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Angelo G. Manioudakis,                   Senior Vice President of HarbourView  Asset  Management  Corporation and of
Senior Vice President                    OFI Institutional Asset Management, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Carolyn Maxson,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
William T. Mazzafro,                     None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Trudi McCanna,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Neil McCarthy,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Elizabeth McCormack,                     Vice  President and Assistant  Secretary of  HarbourView  Asset  Management
Vice President                           Corporation.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Joseph McDonnell,                        Formerly Senior Vice President at Lehman Bros. (April 1995 - March 2006).
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Joseph McGovern,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles L. McKenzie,                     Chairman of the Board,  Director,  Chief Executive Officer and President of
Senior Vice President                    OFI Trust Company;  Chairman,  Chief Executive  Officer,  Chief  Investment
                                         Officer and Director of OFI  Institutional  Asset  Management,  Inc.; Chief
                                         Executive  Officer,  President,  Senior  Managing  Director and Director of
                                         HarbourView Asset Management Corporation;  Chairman, President; Director of
                                         Trinity   Investment   Management   Corporation   and  Vice   President  of
                                         Oppenheimer Real Asset Management, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
William McNamara,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mary McNamee,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Medev,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lucienne Mercogliano,                    None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jay Mewhirter,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Andrew J. Mika,                          None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jan Miller,                              None.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rejeev Mohammed,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Nikolaos D. Monoyios,                    None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Sarah Morrison,                          Formerly (as of January 2007) Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jill Mulcahy,                            None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John V. Murphy,                          President  and  Management  Director  of  Oppenheimer   Acquisition  Corp.;
Chairman, Chief                          President  and  Director  of  Oppenheimer  Real  Asset  Management,   Inc.;
Executive Officer & Director             Chairman  and  Director  of  Shareholder  Services,  Inc.  and  Shareholder
                                         Financial Services, Inc.; Director of OppenheimerFunds  Distributor,  Inc.,
                                         OFI Institutional  Asset Management,  Inc., Trinity  Investment  Management
                                         Corporation,  Tremont Group Holdings,  Inc.,  HarbourView  Asset Management
                                         Corporation and OFI Private  Investments Inc.;  Executive Vice President of
                                         Massachusetts  Mutual Life Insurance  Company;  Director of DLB Acquisition
                                         Corporation;  a  member  of the  Investment  Company  Institute's  Board of
                                         Governors.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Meaghan Murphy,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Suzanne Murphy,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas J. Murray,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Christine Nasta,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Paul Newman,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
William Norman,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James B. O'Connell,                      None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Matthew O'Donnell,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Ogren,                              Formerly Manager at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Tony Oh,                                 None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John J. Okray,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kristina Olson,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lerae A. Palumbo,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kathleen Patton,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David P. Pellegrino,                     None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Allison C. Pells,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert H. Pemble,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lori L. Penna,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian Petersen,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Marmeline Petion-Midy,                   None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David Pfeffer,                           Senior Vice President of HarbourView  Asset  Management  Corporation  since
Senior Vice President & Chief            February 2004.
Financial Officer
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
James F. Phillips,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gary Pilc,                               None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John Piper,                              Assistant Vice President of Shareholder Services, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jeaneen Pisarra,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Nicolas Pisciotti,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Christine Polak,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Sergei Polevikov,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jeffrey Portnoy,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David Preuss,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Ellen Puckett,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Paul Quarles,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael E. Quinn,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Julie S. Radtke,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Timothy Raeke,                           Formerly (as of July 2007) Vice President at MFS Investment Management.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Norma J. Rapini,                         None
Assistant Vice President :
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Corry E. Read,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Marc Reinganum,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jill Reiter,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Eric Rhodes,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Eric Richter,                            Vice  President  of  HarbourView  Asset  Management  Corporation.  Formerly
Vice President                           Investment  Officer at Alaska  Permanent  Fund  Corporation  (April  2005 -
                                         February 2006)
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Claire Ring,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Grace Roberts,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David Robertson,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert Robis,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Antoinette Rodriguez,                    None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Stacey Roode,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jeffrey S. Rosen,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jessica Rosenfeld,                       None.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Stacy Roth,                              None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard Royce,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Adrienne Ruffle,                         None.
Vice President & Assistant Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kim Russomanno,                          None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gerald Rutledge,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Julie Anne Ryan,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Timothy Ryan,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rohit Sah,                               None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Gary Salerno,                            Formerly  (as  of  May  2007)   Separate   Account   Business   Liaison  at
Assistant Vice President                 OppenheimerFunds, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Valerie Sanders,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kurt Savallo,                            Formerly Senior Business Analyst at OppenheimerFunds, Inc.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rudi W. Schadt,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mary Beth Schellhorn,                    Formerly  Human  Resources  Generalist at Misys Banking  Systems  (November
Assistant Vice President                 2000 - June 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Ellen P. Schoenfeld,                     None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Patrick Schneider,                       Formerly Human Resources Manager at ADT Security Services  (December 2001 -
Assistant Vice President                 July 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Scott A. Schwegel,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Allan P. Sedmak,                         None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jennifer L. Sexton,                      Senior Vice President of OFI Private Investments Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Asutosh Shah,                            Formerly Vice  President at Merrill  Lynch  Investment  Managers  (February
Vice President                           2002 - February 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kamal Shah,                              None.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Navin Sharma,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Tammy Sheffer,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mary Dugan Sheridan,                     None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
David C. Sitgreaves,                     None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Skatrud,                         Formerly (as of March 2007) Corporate Bond Analyst at Putnam Investments.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Enrique H. Smith,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kevin Smith,                             None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Louis Sortino,                           None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Keith J. Spencer,                        None
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Marco Antonio Spinar,                    None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brett Stein,                             Formerly Vice President of Client Services at XAware,  Inc. (October 2002 -
Vice President                           August 2006).
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Richard A. Stein,                        None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Arthur P. Steinmetz,                     Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jennifer Stevens,                        None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Benjamin Stewart,                        None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Peter Strzalkowski,                      Formerly (as of August  2007)  Founder/Managing  Partner at Vector  Capital
Vice President                           Management.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
John P. Stoma,                           Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Amy Sullivan,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Deborah A. Sullivan,                     Secretary of OFI Trust Company.
Vice President & Assistant Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Carole Sumption,                         Formerly Vice President at Policy Studies, Inc. (July 2003 - April 2007).
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Michael Sussman,                         Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Thomas Swaney,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian C. Szilagyi,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Martin Telles,                           Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Charles Toomey,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Vincent Toner,                           None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Melinda Trujillo,                        Formerly Senior Manager at CoBank, ACB (January 2004 - April 2006).
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Leonid Tsvayg,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Keith Tucker,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Cameron Ullyatt,                         None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Angela Uttaro,                           None
Assistant Vice President: Rochester
Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mark S. Vandehey,                        Vice   President   and  Chief   Compliance   Officer  of   OppenheimerFunds
Senior Vice President & Chief            Distributor,  Inc., Centennial Asset Management Corporation and Shareholder
Compliance Officer                       Services,  Inc.; Chief Compliance  Officer of HarbourView  Asset Management
                                         Corporation,  Real Asset Management,  Inc., Shareholder Financial Services,
                                         Inc., Trinity Investment Management  Corporation,  OppenheimerFunds  Legacy
                                         Program,  OFI  Private  Investments  Inc.  and OFI  Trust  Company  and OFI
                                         Institutional Asset Management, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Maureen Van Norstrand,                   None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Nancy Vann,                              None
Vice President & Associate Counsel
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Rene Vecka,                              None
Assistant Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Vincent Vermette,                        Assistant Vice President of OppenheimerFunds Distributor, Inc.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Elaine Villas-Obusan,                    None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Ryan Virag,                              None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jake Vogelaar,                           None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Phillip F. Vottiero,                     None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lisa Walsh,                              None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Darren Walsh,                            Formerly  General  Manager and Senior Vice President of Comverse  (December
Executive Vice President                 2005 - September 2006);  Senior Vice President of Strategic  Initiatives at
                                         CSG Systems (2002 - December 2005)
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Deborah Weaver,
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Jerry A. Webman,                         Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Christopher D. Weiler,                   None
Vice President:
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Barry D. Weiss,                          Vice  President  of  HarbourView   Asset  Management   Corporation  and  of
Vice President                           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 Corporation.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Catherine M. White,                      Assistant Vice President of OppenheimerFunds  Distributor,  Inc.; member of
Assistant Vice President                 the American Society of Pension Actuaries (ASPA) since 1995.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Troy Willis,                             None
Assistant Vice President,
Rochester Division
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mitchell Williams,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Julie Wimer,                             None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Donna M. Winn,                           President,  Chief Executive  Officer & Director of OFI Private  Investments
Senior Vice President                    Inc.; Director & President of OppenheimerFunds  Legacy Program; Senior Vice
                                         President of OppenheimerFunds Distributor, Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Philip Witkower,                         Senior Vice President of OppenheimerFunds Distributor, Inc.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Brian W. Wixted,                         Treasurer of HarbourView  Asset  Management  Corporation;  OppenheimerFunds
Senior Vice President & Treasurer        International Ltd.,  Oppenheimer Real Asset Management,  Inc.,  Shareholder
                                         Services,   Inc.,   Shareholder  Financial  Services,   Inc.,  OFI  Private
                                         Investments    Inc.,   OFI   Institutional    Asset    Management,    Inc.,
                                         OppenheimerFunds  plc and  OppenheimerFunds  Legacy Program;  Treasurer and
                                         Chief  Financial  Officer  of OFI Trust  Company;  Assistant  Treasurer  of
                                         Oppenheimer Acquisition Corp.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Carol E. Wolf,                           Senior Vice President of HarbourView  Asset  Management  Corporation and of
Senior Vice President                    Centennial  Asset  Management  Corporation;  serves  on  the  Board  of the
                                         Colorado Ballet.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Meredith Wolff,                          None.
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Oliver Wolff,                            None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Kurt Wolfgruber,                         Director of Tremont Group  Holdings,  Inc.,  HarbourView  Asset  Management
President, Chief Investment Officer &    Corporation  and OFI  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
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Geoff Youell,                            None.
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Lucy Zachman,                            None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Robert G. Zack,                          General  Counsel  of  Centennial  Asset  Management  Corporation;   General
Executive Vice President &               Counsel and Director of  OppenheimerFunds  Distributor,  Inc.;  Senior Vice
General Counsel                          President and General Counsel of HarbourView  Asset Management  Corporation
                                         and OFI  Institutional  Asset  Management,  Inc.;  Senior  Vice  President,
                                         General  Counsel and  Director of  Shareholder  Financial  Services,  Inc.,
                                         Shareholder  Services,  Inc., OFI Private Investments Inc.;  Executive Vice
                                         President,  General Counsel and Director of OFI Trust Company; Director and
                                         Assistant  Secretary  of  OppenheimerFunds   International   Limited;  Vice
                                         President,  Secretary and General Counsel of Oppenheimer Acquisition Corp.;
                                         Director  of  OppenheimerFunds   International  Distributor  Limited;  Vice
                                         President of OppenheimerFunds  Legacy Program;  Vice President and Director
                                         of Oppenheimer Partnership Holdings Inc.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Neal A. Zamore,                          None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Anna Zatulovskaya,                       None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Mark D. Zavanelli,                       None
Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Alex Zhou,                               None
Assistant Vice President
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Ronald Zibelli, Jr.                      Formerly  Managing  Director  and Small Cap Growth  Team  Leader at Merrill
Vice President                           Lynch.
- ---------------------------------------- ----------------------------------------------------------------------------
- ---------------------------------------- ----------------------------------------------------------------------------
Arthur J. Zimmer,                        Senior Vice President of HarbourView Asset Management Corporation.
Senior Vice President
- ---------------------------------------- ----------------------------------------------------------------------------

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 Absolute Return Fund
Oppenheimer AMT-Free Municipals
Oppenheimer AMT-Free New York Municipals
Oppenheimer Balanced Fund
Oppenheimer Baring China Fund
Oppenheimer Baring Japan Fund
Oppenheimer Baring SMA International Fund
Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Income Fund
Oppenheimer Cash Reserves
Oppenheimer Champion Income Fund
Oppenheimer Commodity Strategy Total Return Fund
Oppenheimer Convertible Securities Fund (a series of Bond Fund Series)
Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Dividend Growth Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Equity Fund, Inc.
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Opportunities Fund
Oppenheimer Global Value Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer International Bond Fund
Oppenheimer Institutional Money Market Fund
Oppenheimer International Diversified Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer International Value Fund (a series of Oppenheimer International
Value Trust)
Oppenheimer Limited Term California Municipal Fund
Oppenheimer Limited-Term Government Fund
Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal
Fund)
Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)
Oppenheimer Main Street Opportunity Fund
Oppenheimer Main Street Small Cap Fund
Oppenheimer Master Loan Fund LLC
Oppenheimer MidCap Fund
Oppenheimer Money Market Fund, Inc.
Oppenheimer Multi-State Municipal Trust (3 series):
     Oppenheimer New Jersey Municipal Fund
     Oppenheimer Pennsylvania Municipal Fund
     Oppenheimer Rochester National Municipals
Oppenheimer Portfolio Series (4 series)
     Active Allocation Fund
     Equity Investor Fund
     Conservative Investor Fund
     Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer
Principal
     Protected Trust)
Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer
Principal
     Protected Trust II)
Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer
Principal
     Protected Trust III)
Oppenheimer Quest For Value Funds (3 series)
     Oppenheimer Quest Balanced Fund
     Oppenheimer Quest Opportunity Value Fund
     Oppenheimer Small- & Mid-Cap Value Fund
Oppenheimer Quest International Value Fund, Inc.
Oppenheimer Real Estate Fund
Oppenheimer Rising Dividends Fund, Inc.
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Maryland Municipal Fund
Oppenheimer Rochester Massachusetts Municipal Fund
Oppenheimer Rochester Michigan Municipal Fund
Oppenheimer Rochester Minnesota Municipal Fund
Oppenheimer Rochester North Carolina Municipal Fund
Oppenheimer Rochester Ohio Municipal Fund
Oppenheimer Rochester Virginia Municipal Fund
Oppenheimer Select Value Fund
Oppenheimer Senior Floating Rate Fund
Oppenheimer Series Fund, Inc. (1 series):
Oppenheimer Value Fund
Oppenheimer SMA Core Bond Fund
Oppenheimer SMA International Bond Fund
Oppenheimer Strategic Income Fund
Oppenheimer Transition 2010 Fund
Oppenheimer Transition 2015 Fund
Oppenheimer Transition 2020 Fund
Oppenheimer Transition 2030 Fund
Oppenheimer Tremont Market Neutral Fund, LLC
Oppenheimer Tremont Opportunity Fund, LLC
Oppenheimer U.S. Government Trust
Oppenheimer Variable Account Funds (11 series):
     Oppenheimer Balanced Fund/VA
     Oppenheimer Capital Appreciation Fund/VA
     Oppenheimer Core Bond Fund/VA
     Oppenheimer Global Securities Fund/VA
     Oppenheimer High Income Fund/VA
     Oppenheimer Main Street Fund/VA
     Oppenheimer Main Street Small Cap Fund/VA
     Oppenheimer MidCap Fund/VA
     Oppenheimer Money Fund/VA
     Oppenheimer Strategic Bond Fund/VA
     Oppenheimer Value Fund/VA
Panorama Series Fund, Inc. (4 series):
     Government Securities Portfolio
     Growth Portfolio
     Oppenheimer International Growth Fund/VA
     Total Return Portfolio
Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial
Services, Inc., Shareholder Services, Inc., OppenheimerFunds Services,
Centennial Asset Management Corporation, and OppenheimerFunds Legacy Program
is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc.,
HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI
Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer
Real Asset Management, Inc. and OFI Trust Company is Two World Financial
Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

The address of Tremont Group Holdings, Inc. is 555 Theodore Fremd Avenue,
Suite 206-C, Rye, New York 10580.

The address of OppenheimerFunds International Ltd. is 30 Herbert Street,
Dublin 2, Ireland.

The address of Trinity Investment Management Corporation is 301 North Spring
Street, Bellefonte, Pennsylvania 16823.

The address of OppenheimerFunds International Distributor Limited is Suite
1601, Central Tower, 28 Queen's Road Central, Hong Kong.


Item 27. Principal Underwriter

(a)      OppenheimerFunds Distributor, Inc. is the Distributor of the
Registrant's shares. It is also the Distributor of each of the other
registered open-end investment companies for which OppenheimerFunds, Inc. is
the investment adviser, as described in Part A and Part B of this Registration
Statement and listed in Item 26(b) above (except Panorama Series Fund, Inc.)
and for MassMutual Institutional Funds.

(b)      The directors and officers of the Registrant's principal underwriter
are:

- ------------------------------------------------ ------------------------------------ ---------------------------------
Name & Principal                                 Position & Office                    Position and Office
Business Address                                 with Underwriter                     with Registrant
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Timothy Abbhul(1)                                Vice President and Treasurer         None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Robert Agan(1)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Anthony Allocco(2)                               Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Janette Aprilante(2)                             Secretary                            None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Apostolopoulos(1)                         Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
James Barker                                     Vice President                       None
1723 W. Nelson Street
Chicago, IL 60657
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen Beichert(1)                             Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Rocco Benedetto(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Beringer                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Rick Bettridge                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
David A. Borrelli                                Vice President                       None
105 Black Calla Ct.
San Ramon, CA 94583
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jeffrey R. Botwinick                             Vice President                       None
4431 Twin Pines Drive
Manlius, NY 13104
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Sarah Bourgraf(1)                                Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Bracchi                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Brennan(2)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Joshua Broad(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kevin E. Brosmith                                Senior Vice President                None
5 Deer Path
South Natlick, MA 01760
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jeffrey W. Bryan                                 Vice President                       None
1048 Malaga Avenue
Coral Gables, FL 33134
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ross Burkstalker                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Campbell(1)                              Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Robert Caruso                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Donelle Chisolm(2)                               Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Andrew Chonofsky                                 Vice President                       None
109 Wade Avenue, Apt. 365
Raleigh, NC 27605
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Angelanto Ciaglia(2)                             Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Melissa Clayton(2)                               Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Craig Colby(2)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Rodney Constable(1)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Susan Cornwell(1)                                Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Neev Crane                                       Vice President                       None
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael Daley                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Fredrick Davis                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John Davis(2)                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Stephen J. Demetrovits(2)                        Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Steven Dombrower                                 Vice President                       None
13 Greenbrush Court
Greenlawn, NY 11740
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
George P. Dougherty                              Vice President                       None
328 Regency Drive
North Wales, PA 19454
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Cliff H. Dunteman                                Vice President                       None
N 53 W 27761 Bantry Road
Sussex, WI 53089-45533
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Beth Arthur Du Toit(1)                           Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kent M. Elwell                                   Vice President                       None
35 Crown Terrace
Yardley, PA 19067
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Gregg A. Everett                                 Vice President                       None
4328 Auston Way
Palm Harbor, FL 34685-4017
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
George R. Fahey                                  Senior Vice President                None
9511 Silent Hills Lane
Lone Tree, CO 80124
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric C. Fallon                                   Vice President                       None
10 Worth Circle
Newton, MA 02458
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
James Fereday                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Joseph Fernandez                                 Vice President                       None
1717 Richbourg Park Drive
Brentwood, TN 37027
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Mark J. Ferro                                    Senior Vice President                None
104 Beach 221st Street
Breezy Point, NY 11697
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ronald H. Fielding(3)                            Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric P. Fishel                                   Vice President                       None
725 Boston Post Rd., #12
Sudbury, MA 01776
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Patrick W. Flynn                                 Senior Vice President                None
14083 East Fair Avenue
Englewood, CO 80111
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John E. Forrest(2)                               Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John ("J") Fortuna(2)                            Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jayme D. Fowler                                  Vice President                       None
3818 Cedar Springs Road, #101-349
Dallas, TX 75219
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
William Friebel                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Alyson Frost                                     Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Richard Fuermann                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Charlotte Gardner(1)                             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(4)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ralph Grant                                      Senior Vice President                None
10 Boathouse Close
Mt. Pleasant, SC 29464
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kahle Greenfield(2)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Robert Grill(2)                                  Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric Grossjung                                   Vice President                       None
4002 N. 194th Street
Elkhorn, NE 68022
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael D. Guman                                 Vice President                       None
3913 Pleasant Avenue
Allentown, PA 18103
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
James E. Gunter                                  Vice President                       None
603 Withers Circle
Wilmington, DE 19810
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Garrett Harbron                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kevin J. Healy(2)                                Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Wendy G. Hetson(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Hoelscher(1)                            Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
William E. Hortz(2)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Edward Hrybenko(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Amy Huber(1)                                     Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Husch                                   Vice President                       None
37 Hollow Road
Stonybrook, NY 11790
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Hyland(2)                                Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Keith Hylind(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kathleen T. Ives(1)                              Vice President & Assistant           Assistant Secretary
                                                 Secretary
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Shonda Rae Jaquez(2)                             Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Nivan Jaleeli                                    Vice President                       None
13622 E. Geronimo Rd.
Scottsdale, AZ 85259
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric K. Johnson                                  Vice President                       None
8588 Colonial Drive
Lone Tree, CO 80124
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Elyse Jurman                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Matthew Kasa                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Keffer(2)                                 Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael Keogh(2)                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brian Kiley(2)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Lisa Klassen(1)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Richard Klein                                    Senior Vice President                None
4820 Fremont Avenue South
Minneapolis, MN 55419
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Richard Knott(1)                                 President and Director               None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brent A. Krantz                                  Senior Vice President                None
61500 Tam McArthur Loop
Bend, OR 97702
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric Kristenson(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
David T. Kuzia                                   Vice President                       None
10258 S. Dowling Way
Highlands Ranch, CO 80126
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Tracey Lange(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jesse Levitt(2)                                  Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric J. Liberman                                 Vice President                       None
27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Malissa Lischin(2)                               Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Christina Loftus(2)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Loncar                                    Vice President                       None
1401 North Taft Street, Apt. 726
Arlington, VA 22201
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Craig Lyman                                      Vice President                       None
7425 Eggshell Drive
N. Las Vegas, NV 89084
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Peter Maddox(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael Malik                                    Vice President                       None
546 Idylberry Road
San Rafael, CA 94903
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Steven C. Manns                                  Vice President                       None
1627 N. Hermitage Avenue
Chicago, IL 60622
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Todd A. Marion                                   Vice President                       None
24 Midland Avenue
Cold Spring Harbor, NY 11724
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
LuAnn Mascia(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael McDonald                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John C. McDonough                                Senior Vice President                None
533 Valley Road
New Canaan, CT 06840
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kent C. McGowan                                  Vice President                       None
9510 190th Place SW
Edmonds, WA 98020
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brian F. Medina                                  Vice President                       None
3009 Irving Street
Denver, CO 80211
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
William Meerman                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Daniel Melehan                                   Vice President                       None
906 Bridgeport Court
San Marcos, CA 92069
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Saul Mendoza                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Mark Mezzanotte                                  Vice President                       None
16 Cullen Way
Exeter, NH 03833
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Matthew L. Michaelson                            Vice President                       None
1250 W. Grace, #3R
Chicago, IL 60613
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Noah Miller(1)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Clint Modler(1)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Robert Moser                                     Vice President                       None
9650 East Aspen Hill Circle
Lone Tree, CO 80124
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
David W. Mountford                               Vice President                       None
7820 Banyan Terrace
Tamarac, FL 33321
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Gzim Muja                                        Vice President                       None
269 S. Beverly Dr. #807
Beverly Hills, CA 90212
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Matthew Mulcahy(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Wendy Jean Murray                                Vice President                       None
32 Carolin Road
Upper Montclair, NJ 07043
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John S. Napier                                   Vice President                       None
17 Hillcrest Ave.
Darien, CT 06820
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Christina Nasta(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kevin P. Neznek(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Christopher Nicholson                            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
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Donald Pawluk(2)                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brian C. Perkes                                  Vice President                       None
6 Lawton Ct.
Frisco, TX 75034
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Wayne Perry                                      Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Charles K. Pettit(2)                             Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Aaron Pisani(1)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Rachel Powers                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Nicole Pretzel                                   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                                  Vice President                       None
3 Vine Place
Larchmont, NY 10538
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Richard E. Rath                                  Vice President                       None
46 Mt. Vernon Ave.
Alexandria, VA 22301
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ramsey Rayan                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
William J. Raynor(5)                             Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Corry Read(2)                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ruxandra Risko(2)                                Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
David R. Robertson(2)                            Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ian M. Roche                                     Vice President                       None
7070 Bramshill Circle
Bainbridge, OH 44023
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael Rock                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth A. Rosenson                              Vice President                       None
24753 Vantage Pt. Terrace
Malibu, CA 90265
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Sabow                                     Vice President                       None
6617 Southcrest Drive
Edina, MN 55435
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John Saunders                                    Vice President                       None
2251 Chantilly Ave.
Winter Park, FL 32789
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Thomas Schmitt                                   Vice President                       None
40 Rockcrest Rd
Manhasset, NY 11030
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
William Schories                                 Vice President                       None
3 Hill Street
Hazlet, NJ 07730
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jennifer Sexton(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Eric Sharp                                       Vice President                       None
862 McNeill Circle
Woodland, CA 95695
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Debbie A. Simon                                  Vice President                       None
55 E. Erie St., #4404
Chicago, IL 60611
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Bryant Smith                                     Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Christopher M. Spencer                           Vice President                       None
2353 W 118th Terrace
Leawood, KS 66211
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John A. Spensley                                 Vice President                       None
375 Mallard Court
Carmel, IN 46032
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Alfred St. John(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Bryan Stein                                      Vice President                       None
8 Longwood Rd.
Voorhees, NJ 08043
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John Stoma(2)                                    Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Wayne Strauss(3)                                 Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Brian C. Summe                                   Vice President                       None
2479 Legends Way
Crestview Hills, KY 41017
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael Sussman(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
George T. Sweeney                                Senior Vice President                None
5 Smokehouse Lane
Hummelstown, PA 17036
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
James Taylor(2)                                  Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Martin Telles(2)                                 Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Paul Temple(2)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
David G. Thomas                                  Vice President                       None
16628 Elk Run Court
Leesburg, VA 20176
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Mark S. Vandehey(1)                              Vice President and Chief             Vice President and Chief
                                                 Compliance Officer                   Compliance Officer
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Vincent Vermete(2)                               Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Walsh                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kenneth Lediard Ward                             Vice President                       None
1400 Cottonwood Valley Circle N.
Irving, TX 75038
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Teresa Ward(1)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Janeanne Weickum                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michael J. Weigner                               Vice President                       None
4905 W. San Nicholas Street
Tampa, FL 33629
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Donn Weise                                       Vice President                       None
3249 Earlmar Drive
Los Angeles, CA 90064
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Chris G. Werner                                  Vice President                       None
98 Crown Point Place
Castle Rock, CO 80108
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Catherine White(2)                               Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Ryan Wilde(1)                                    Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Julie Wimer(2)                                   Assistant Vice President             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Donna Winn(2)                                    Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Peter Winters                                    Vice President                       None
911 N. Organce Ave, Pat. 514
Orlando, FL 32801
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Patrick Wisneski(1)                              Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Philip Witkower(2)                               Senior Vice President                None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Kurt Wolfgruber                                  Director                             None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Meredith Wolff(2)                                Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Michelle Wood(2)                                 Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Cary Patrick Wozniak                             Vice President                       None
18808 Bravata Court
San Diego, CA 92128
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
John Charles Young                               Vice President                       None
3914 Southwestern
Houston, TX 77005
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Jill Zachman(2)                                  Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Robert G. Zack(2)                                General Counsel & Director           Vice President & Secretary
- ------------------------------------------------ ------------------------------------ ---------------------------------
- ------------------------------------------------ ------------------------------------ ---------------------------------
Steven Zito(1)                                   Vice President                       None
- ------------------------------------------------ ------------------------------------ ---------------------------------

(1)6803 South Tucson Way, Centennial, CO 80112-3924
(2)Two World  Financial  Center,  225 Liberty Street,  11th Floor,  New York, NY
10281-1008
(3)350 Linden Oaks, Rochester, NY 14623
(4)555 Theodore Fremd Avenue, Rye, NY 10580
(5)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210

(c)      Not applicable.

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
rules promulgated thereunder are in the possession of OppenheimerFunds, Inc.
at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable


Item 30. Undertakings

Not applicable.


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and 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 20th day of
December, 2007.

                                    Oppenheimer International Bond Fund


                                    By John V. Murphy*
                                    John V. Murphy, President
                                    Principal Executive Officer and Trustee

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures                      Title                          Date


William L. Armstrong*           Chairman of the                December 20, 2007
William L. Armstrong            Board of Trustees


John V. Murphy*                 President, Principal           December 20, 2007
John V. Murphy                  Executive Officer and Trustee


Brian W. Wixted*                Treasurer, Principal           December 20, 2007
Brian W. Wixted                 Financial & Accounting Officer

George C. Bowen*                Trustee                        December 20, 2007
George C. Bowen


Edward L. Cameron*              Trustee                        December 20, 2007
Edward L. Cameron


Jon S. Fossel*                  Trustee                        December 20, 2007
Jon S. Fossel


Sam Freedman*                   Trustee                        December 20, 2007
Sam Freedman


Beverly L. Hamilton*            Trustee                        December 20, 2007
Beverly L. Hamilton


Robert J. Malone*               Trustee                        December 20, 2007
Robert J. Malone


F. William Marshall, Jr.*       Trustee                        December 20, 2007
F. William Marshall, Jr.


*By:     /s/ Mitchell J. Lindauer
         Mitchell J. Lindauer, Attorney-in-Fact



                      Oppenheimer International Bond Fund


                        Post-Effective Amendment No. 18

                       Registration Statement No.33-58383


                                 EXHIBIT INDEX


Exhibit No.                Description

23(f)                      Form of Amended and Restated Compensation Deferral
                           Plan for Eligible Trustees

23(j)                      Independent Registered Public Accounting Firm's
                           Consent

EX-99.F

                               OPPENHEIMER FUNDS

                           COMPENSATION DEFERRAL PLAN

               As Amended and Restated Effective January 1, 2008

                                   PREAMBLE

The registered  open-end  investment  companies listed on Schedule A hereto (the
"Funds"),  with principal offices at 6803 South Tucson Way, Englewood, CO 80112,
hereby  establish  this  Compensation  Deferral Plan for Eligible  Trustees (the
"Plan").  The  purpose of the Plan is to allow the  Eligible  Trustees  to defer
receipt of all or a portion of the  compensation  they earn as directors in lieu
of  receiving  current  payments of such  compensation.  The Plan is not covered
by the  Employee  Retirement  Income  Security Act of 1974,  as amended.  It was
originally  adopted  effective  as of December 1, 2006 and has been  amended and
restated  effective  January 1, 2008.  The Plan is intended to supersede  and to
consolidate all non-qualified  elective deferred compensation  arrangements with
Trustees previously instituted by the Funds.

1.       DEFINITION OF TERMS AND CONSTRUCTION

         1.1      Definitions.  Unless a  different  meaning is plainly  implied
         by the  context,  the  following  terms as used in this Plan shall have
         the following meanings:

                  "Administrator" shall mean the Treasurer of the Funds.

                  "Beneficiary"  shall mean such  person or  persons  designated
                  pursuant to Section 4.7 hereof to receive  benefits  after the
                  death of the Trustee.

                  "Board"  or  "Board  of  Trustees"  shall  mean  the  Board of
                  Trustees of the Funds.

                  "Change in Control"  shall mean a change in the  ownership  or
                  effective  control  of a  corporation,  or  a  change  in  the
                  ownership  of a  substantial  portion  of  the  assets  of the
                  corporation,  as defined  under  Section  409A of the Code and
                  Regulations.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
                  amended from time to time, or any successor statute.

                  "Compensation"  shall  mean  the  amount  of  directors'  fees
                  payable by the Funds to the  Trustee  for  services  performed
                  during a Deferral  Year prior to  reduction  for  Compensation
                  Deferrals made under this Plan.

                  "Compensation  Deferral"  shall  mean the amount or amounts of
                  the Trustee's Compensation deferred under this Plan.

                  "Deferral  Account"  shall  mean  the  account  maintained  to
                  reflect the  Trustee's  Compensation  Deferrals  made pursuant
                  to this Plan and any other credits or debits thereto.

                  "Deferral  Election" shall mean the Eligible  Trustee's annual
                  election to defer his or her  Compensation  under  Section 3.1
                  hereof.

                  "Deferral  Election  Notice"  shall mean the notice  described
                  in Section 3.1  hereof,  a sample copy of which is attached to
                  this Plan.

                  "Deferral  Year" shall mean each  calendar  year during  which
                  the  Trustee  makes,  or is  entitled  to  make,  Compensation
                  Deferrals under Section 3 hereof.

                  "Designated  Investment"  shall  mean  the  investment  medium
                  selected by a Trustee under Section 3.3.

                  "Disabled"   shall   mean  (i)   unable   to   engage  in  any
                  substantial  gainful  activity  by  reason  of  any  medically
                  determinable  physical  or  mental  impairment  which  can  be
                  expected  to result in death or can be  expected to last for a
                  continuous  period  of not  less  than 12  months,  or (ii) by
                  reason  of  any  medically  determinable  physical  or  mental
                  impairment  which  can be  expected  to result in death or can
                  be expected to last for a  continuous  period of not less than
                  12  months,   receiving  income  replacement  benefits  for  a
                  period  of not  less  than 3  months  under  an  accident  and
                  health  plan  covering  employees  of the  Eligible  Trustee's
                  employer.

                  "Eligible  Trustee"  shall  mean  a  member  of the  Board  of
                  Trustees who is not an  "affiliated  person" of the investment
                  adviser,  administrator  or  principal  underwriter  of any of
                  the Funds,  as such term is defined under  Section  2(a)(3) of
                  the Investment Company Act of 1940, as amended.

                  "Hardship  and  Unforeseeable  Emergency"  shall  mean  severe
                  financial  hardship to a Trustee  resulting  from a sudden and
                  unexpected  illness or accident of the Trustee,  the spouse of
                  the Trustee or a  dependent  (as defined in Section 152 of the
                  Code,   without  regard  to  Section  152(b)(1,   (b)(2),  and
                  (d)(1)(B)  of  the  Code),   of  the  Trustee,   loss  of  the
                  Trustee's   property  due  to  casualty,   or  other   similar
                  extraordinary  and unforeseeable  circumstances,  arising from
                  events beyond the  Trustee's  control.  Whether  circumstances
                  constitute a Hardship and  Unforeseeable  Emergency depends on
                  the facts of each case,  as  determined  by the Board,  but in
                  any case does not include a hardship that may be relieved:

                  (1)      through reimbursement or compensation by insurance
                  or otherwise;

                  (2)      by liquidation of the Trustee's assets to the
                  extent that liquidation itself would not cause such a severe
                  financial hardship; or

                  (3)      by ceasing to defer receipt of any Compensation not
                  yet earned.

                  The term  "Hardship and  Unforeseeable  Emergency"  shall have
                  the same  meaning  as the term  "unforeseeable  emergency"  as
                  used in  Regulations  and shall be  applied  accordingly.  The
                  need to send a  Trustee's  child to college  and the desire to
                  purchase  a  home  shall  not   constitute   a  Hardship   and
                  Unforeseeable Emergency.

                  "Investment   Direction   Notice"   shall   mean  the   notice
                  described  in Section  3.3  hereof,  a sample copy of which is
                  attached to this Plan.

                  "Regulations"  shall mean  Treasury  Regulations  issued under
                  Section  409A of the Code,  whether  proposed,  temporary,  or
                  final.

                  "Separation  from  Service"  shall mean the date as of which a
                  Trustee  ceases  to be a  member  of the  Board  of  Trustees,
                  provided  that  such  event  constitutes  a  "separation  from
                  service"   as  defined  in  Section   409A  of  the  Code  and
                  Regulations.

                  "Valuation  Date"  shall  mean the last  business  day of each
                  calendar  year and any  other  day upon  which a Fund  makes a
                  valuation of the Deferral Account.

         1.2      Plurals  and  Gender.   Where   appearing  in  this  Plan  the
                  singular  shall  include  the plural and the  masculine  shall
                  include  the  feminine,  and vice  versa,  unless the  context
                  clearly indicates a different meaning.

         1.3      Trustees  and  Directors.   Where   appearing  in  this  Plan,
                  "Trustee"   shall  also  refer  to  "Director"   and  "General
                  Partner"  and "Board of  Trustees"  shall also refer to "Board
                  of Directors"  and "General  Partners"  and, where the context
                  permits, "Eligible Trustees."

         1.4       Headings.  The  headings  and  subheadings  in this  Plan are
                  inserted for the  convenience  of reference only and are to be
                  ignored in any construction of the provisions hereof.

2.       PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED

         2.1       Commencement of Compensation  Deferrals.  An Eligible Trustee
                  may elect,  on a Deferral  Election  Notice  submitted  to the
                  Administrator,  to make  Compensation  Deferrals under Section
                  3 hereof  for the  first  Deferral  Year  beginning  after the
                  date such form is submitted to the Administrator.

         2.2      Termination  of  Deferrals.  The Trustee shall not be eligible
                  to make  Compensation  Deferrals  with respect to a Fund after
                  the earlier of the following dates:

                  (a)      The last day of the Deferral Year in which he or
                           she ceases to serve as an Eligible Trustee of that
                           Fund; or

                  (b)      The effective date of the termination of this Plan.

3.       COMPENSATION DEFERRALS

         3.1       Compensation Deferral Elections.

                  (a)      On or prior  to  December  15 of the  year  preceding
                           the  Deferral  Year,  an Eligible  Trustee may elect,
                           on a Deferral  Election  Notice in the form  attached
                           to  this  Plan,  to  defer  the  receipt  of all or a
                           portion   of  his  or  her   Compensation   for  such
                           Deferral  Year.  A  Deferral   Election  shall  apply
                           only  to  the  single   Deferral  Year  for  which  a
                           Deferral  Notice  has been  submitted  in  accordance
                           with  this  Plan;  a new  Deferral  Election  must be
                           filed for any  subsequent  Deferral Year for which an
                           Eligible   Trustee  wishes  to  participate  in  this
                           Plan.  The Deferral Election Notice shall include:


                           (1)      The amount or percentage of Compensation
                           to be deferred;

                           (2)      If the period of deferral  is not  specified
                           to end as of the  date  of the  Trustee's  Separation
                           from  Service,  the  number of whole  years for which
                           receipt  of  Compensation  is to be  deferred,  which
                           number  of  whole   years  must  be  three  or  more,
                           provided  that the period of deferral  may not extend
                           beyond the Trustee's Separation from Service;

                           (3)      The manner of distribution of such
                           Compensation Deferrals (i.e., whether in a lump sum
                           or in a number of annual installments);

                           (4)      A completed and signed "Beneficiary
                           Designation Notice" in the form attached to this
                           Plan; and

                           (5)      A completed and signed "Investment
                           Direction Notice," in the form attached to this
                           Plan.

                  (b)      Compensation  Deferrals  shall be withheld  from each
                           payment of  Compensation  by the Funds to the Trustee
                           in  accordance   with  the  amount  of   Compensation
                           Deferrals  specified  by  the  Trustee  in his or her
                           Deferral Election Notice.

         3.2      Valuation of Deferral Account.

                  (a)      The Funds  shall  establish  a  bookkeeping  Deferral
                           Account to which  will be  credited  an amount  equal
                           to the Trustee's  Compensation  Deferrals  under this
                           Plan.  Compensation  Deferrals  shall be allocated to
                           the  Deferral  Account  on  the  first  business  day
                           following  the date such  Compensation  Deferrals are
                           withheld  from  the  Trustee's  Compensation.  As  of
                           the date of this  Plan,  the  Deferral  Account  also
                           shall be  credited  with the amount  credited  to the
                           Trustee   under  each  other   outstanding   elective
                           deferred  compensation  agreement entered into by and
                           between   the   Fund   and  the   Trustee   which  is
                           superseded  by  the  Plan  pursuant  to  Section  6.9
                           hereof.  The  Deferral  Account  shall be  debited to
                           reflect any  distributions  from such  Account.  Such
                           debits shall be  allocated  to the  Deferral  Account
                           as of the date such distributions are made.

                  (b)      As of each  Valuation  Date,  income,  gain  and loss
                           equivalents  (determined  as if the Deferral  Account
                           is  invested  in the manner set forth  under  Section
                           3.3,  below)  attributable  to the  period  following
                           the next  preceding  Valuation Date shall be credited
                           to  or   deducted   from   the   Trustee's   Deferral
                           Account.

         3.3      Investment of Deferral Account Balance.

                  (a)      (1)       At he  time  of  submission  of a  Deferral
                           Election  Notice,  the  Trustee  shall  select,  from
                           various  options  made  available  by the Funds,  the
                           investment  media (each,  a "Designated  Investment")
                           in which all or part of his or her  Deferral  Account
                           shall be deemed to be  invested;  provided,  however,
                           that  the  total  number  of   different   Designated
                           Investments  selected  by a Trustee  in all  Deferral
                           Election  Notices  for  all  Deferral  Years  may not
                           exceed six (6).

                           (2)       The   Trustee   shall   select   Designated
                           Investments  on an  Investment  Direction  Notice  in
                           the form  attached  to this  Plan.  The  Trustee  may
                           amend  his or her  investment  designation  as of the
                           end  of  each  calendar  quarter  by  giving  written
                           direction  to the  Administrator  at  least  30  days
                           prior  to  the  end  of  such  calendar  quarter.   A
                           timely change to a Trustee's  Designated  Investments
                           shall  become  effective  on  the  first  day  of the
                           calendar   quarter    following    receipt   by   the
                           Administrator.

                           (3)       The  investment  media  deemed  to be  made
                           available to the Trustee,  and any  limitation on the
                           maximum  or  minimum  percentages  of  the  Trustee's
                           Deferral   Account   that  may  be  invested  in  any
                           particular   medium,   shall  be  the  same  as  from
                           time-to-time  communicated  to  the  Trustee  by  the
                           Administrator,  and need not be  limited to the Funds
                           themselves.   The  Fund  shall  provide  a  quarterly
                           statement  to the Trustee  showing  such  information
                           as is  appropriate,  including the  aggregate  amount
                           in the Deferral Account,  as of a reasonably  current
                           date.

                  (b)      Except as  provided  below,  the  Trustee's  Deferral
                           Account   shall  be   deemed   to  be   invested   in
                           accordance  with his or her investment  designations,
                           provided   such    designations    conform   to   the
                           provisions of the Plan. If

                           (1)       the Trustee does not furnish the
                           Administrator with written investment instructions,

                           (2)       the written investment instructions from
                           the Trustee are unclear or not in conformity with
                           this Plan, or

                           (3)      less  than  all  of the  Trustee's  Deferral
                           Account  is  covered  by  such   written   investment
                           instructions,  then  any  portion  of  the  Trustee's
                           Deferral   Account   corresponding   to  a   Deferral
                           Election  Notice or an  Investment  Direction  Notice
                           that is not in  conformity  with  the  Plan  shall be
                           deemed  to  be  invested  in  the  Oppenheimer  Money
                           Market  Fund  until  such time as the  Trustee  shall
                           provide   the    Administrator    with    appropriate
                           investment instructions.

                  (c)      If a  Designated  Investment  pays a  stock  dividend
                           on,   or   splits,    combines,    reclassifies    or
                           substitutes     other     securities    by    merger,
                           consolidation   or  otherwise  for,  its  outstanding
                           shares,  the  Trustee's  Deferral  Account  shall  be
                           adjusted  in order to preserve  rights  substantially
                           proportional  to the rights  deemed held  immediately
                           prior  to  such  event.   On  each  payment  date  of
                           dividends  or capital  gains  distributions  declared
                           on shares  of any  Designated  Investment  in which a
                           Trustee's  Deferral Account is deemed  invested,  the
                           Deferral  Account will be credited  with  appropriate
                           adjustments   reflecting  all  dividends  or  capital
                           gains  distributions  which would have been  realized
                           had such  account  been  invested  in  shares of such
                           Designated  Investment  and such  dividend or capital
                           gains    distribution    had   been    received   and
                           reinvested.  The  adjustments  under this  subsection
                           (c) shall be  deemed  to be made as if the  amount in
                           the   Trustee's   Deferral   Account  were   actually
                           invested  in  shares  of  the  Designated  Investment
                           undergoing    the    event    requiring    adjustment
                           hereunder.

                  (d)      If a Designated  Investment is liquidated,  a Trustee
                           may   file   with   the   Administrator   a   revised
                           Investment    Direction    Notice    specifying    an
                           investment  medium  under  this  Plan  in  which  the
                           amount  of  his  or  her  Deferral  Fund   previously
                           invested  in  the  liquidated  Designated  Investment
                           shall  be  deemed   invested.   If  no  such  revised
                           notice is received by the  Administrator,  the amount
                           of the Trustee's  Deferral  Account  attributable  to
                           the  liquidated   Designated   Investment   shall  be
                           deemed  invested  in  the  Oppenheimer  Money  Market
                           Fund.

         3.4      Transfers  from  Other  Deferred  Compensation   Programs.  In
                  2006,   the  Amended   and   Restated   Retirement   Plan  for
                  Non-Interested  Trustees or  Directors  of the New  York-Based
                  Oppenheimer  Funds (the  "Board I SERP") was  frozen.  As part
                  of the freezing  process,  certain  Trustees made  irrevocable
                  elections  to transfer  the credit  standing to their  account
                  in the Board I SERP to this Plan.  In 2007,  the  Amended  and
                  Restated  Retirement  Plan  for  Non-Independent  Trustees  or
                  Directors  of the  Oppenheimer  Quest Funds,  the  Oppenheimer
                  Rochester  Funds and the  Oppenheimer  Midcap Fund (the "Board
                  III  SERP")  was  frozen.  As  part of the  freezing  process,
                  certain  Trustees made  irrevocable  elections to transfer the
                  credit  standing  to their  account  in the  Board III SERP to
                  this  Plan.  The  distribution  of these  transferred  amounts
                  shall be  governed  by the  irrevocable  election  made by the
                  transferring  Trustee  prior  to and in  connection  with  the
                  transfer to this Plan.

4.       DISTRIBUTIONS FROM DEFERRAL ACCOUNT

         4.1      Eligible Trustee's  Election.  An Eligible Trustee shall elect
                  at the  time  of his or her  Deferral  Election  the  form  of
                  distribution, which may be either:

                  (a)      Lump sum;

                  (b)      Annual   installments  over  a  period  of  five  (5)
                           years,  with  each  installment  being  equal  to the
                           balance in the  Deferral  Account  immediately  prior
                           to payment of the  installment  divided by the number
                           of  installments  remaining to be paid (including the
                           installment    the   amount   of   which   is   being
                           determined);

                  (c)      Annual   installments  over  a  period  of  ten  (10)
                           years,  with  each  installment  being  equal  to the
                           balance in the  Deferral  Account  immediately  prior
                           to payment of the  installment  divided by the number
                           of  installments  remaining to be paid (including the
                           installment    the   amount   of   which   is   being
                           determined); or

                  (d)      Annual  installments  over a period of  fifteen  (15)
                           years,  with  each  installment  being  equal  to the
                           balance in the  Deferral  Account  immediately  prior
                           to payment of the  installment  divided by the number
                           of  installments  remaining to be paid (including the
                           installment    the   amount   of   which   is   being
                           determined);    provided,    however,    that    this
                           distribution   schedule   may  be  elected   only  in
                           conjunction with the Eligible  Trustee's  election to
                           commence   distributions   upon  a  Separation   from
                           Service.

                  If an  Eligible  Trustee  fails to  designate  the  period  of
                  deferral  or the  manner  of  distribution  to apply to his or
                  her  Deferral   Account,   the  Deferral   Account   shall  be
                  distributed in a lump sum upon the Trustee's  Separation  from
                  Service.

         4.2       Special  Election.  Prior to January 1,  2007,  Trustees  may
                  elect to change on a onetime  basis the  distribution  date or
                  distribution    schedule    applicable    to   any    deferred
                  compensation  deferred in prior years to a  distribution  date
                  or   distribution   schedule   permitted   under   this  Plan.
                  However,   conversion  is  available   only  with  respect  to
                  amounts that would not  otherwise be payable in 2006,  and may
                  not  cause  an  amount  to be  paid  in 2006  that  would  not
                  otherwise be payable in such year.

         4.3      Hardship and  Unforeseeable  Emergency.  A Trustee may request
                  at any time a  withdrawal  of part or all of the  amount  then
                  credited  to  his  or  her  Deferral  Account  on  account  of
                  Hardship and  Unforeseeable  Emergency by submitting a written
                  request to the  Administrator  accompanied  by  evidence  that
                  his or her  financial  condition  constitutes  a Hardship  and
                  Unforeseeable   Emergency.  The  Administrator  shall  forward
                  such  request to the Board,  which will  review the  Trustee's
                  request  and  determine  the  extent,  if any,  to which  such
                  request is  justified.  Any such  withdrawal  shall be limited
                  to  an   amount   necessary   to   meet   the   Hardship   and
                  Unforeseeable  Emergency  plus amounts  necessary to pay taxes
                  reasonably  anticipated as a result of the  distribution,  but
                  not more than the amount of the  Trustee's  Deferral  Account.
                  In the event that a Trustee  shall receive a  distribution  on
                  account  of  Hardship   and   Unforeseeable   Emergency,   all
                  deferrals from his Compensation  shall  immediately  cease for
                  the remainder of the Deferral  Year in which the  distribution
                  on account of Hardship and Unforeseeable Emergency is made.

         4.4       Disability.  If  the  Board  determines  that a  Trustee  has
                  become   Disabled   prior   to   the   commencement   of   the
                  distribution  of the amounts  credited to his or her  Deferral
                  Account,  the Board shall  cause the amount  then  credited to
                  his or her Deferral  Account to be  distributed  to him or her
                  or to his or her legal  representative  in a lump sum, subject
                  to such rules or procedures as the Board may determine.

         4.5      Change in Control. [Reserved.]

         4.6      Death Prior to  Complete  Distribution  of  Deferral  Account.
                  Upon the death of the  Trustee,  the  balance of such  Account
                  shall be distributed  to his or her  Beneficiary in a lump sum
                  as soon as  practicable  after  the  Trustee's  death.  In the
                  event of the death of the Trustee  after the  commencement  of
                  such distribution,  but prior to the complete  distribution of
                  his  or her  Deferral  Account,  the  balance  of the  amounts
                  credited to his or her Deferral  Account shall be  distributed
                  to his or her  Beneficiary  over the  remaining  period during
                  which such amounts  were  distributable  to the Trustee  under
                  Section 4.1 hereof.

         4.7      Designation  of  Beneficiary.  For  purposes  of  Section  4.6
                  hereof,  the  Trustee's  Beneficiary  shall be the  person  or
                  persons so designated  by the Trustee in a written  instrument
                  submitted  to the  Administrator.  In the  event  the  Trustee
                  fails  to  properly  designate  a  Beneficiary,   his  or  her
                  Beneficiary  shall be the  person or  persons  in the first of
                  the following classes of successive  preference  Beneficiaries
                  surviving  at the  death of the  Trustee:  the  Trustee's  (1)
                  surviving spouse or (2) estate.

         4.8      Payments  Due  Missing   Persons.   The  Funds  shall  make  a
                  reasonable  effort to locate all persons  entitled to benefits
                  under this Plan.  However,  notwithstanding  any provisions of
                  this  Plan to the  contrary,  if,  after a period  of five (5)
                  years from the date such benefit  shall first become  payable,
                  any such persons  entitled to benefits  have not been located,
                  their  rights  under this Plan shall stand  suspended.  Before
                  this  provision  becomes  operative,  the  Fund  shall  send a
                  certified  letter  to all such  persons  to their  last  known
                  address  advising  them that  their  benefits  under this Plan
                  shall  be  suspended.  Any  such  suspended  amounts  shall be
                  held by the Fund for a period  of three (3)  additional  years
                  (or a total  of eight  (8)  years  from the time the  benefits
                  first  become  payable) and  thereafter,  if  unclaimed,  such
                  amounts shall be forfeited.

         4.9       Distribution   Dates.   For  purposes  of  any   distribution
                  required  to  be  made  under  this  Plan,   unless  otherwise
                  provided  under  this  Plan,  the  payment  date  shall be the
                  first  day of the  quarter  immediately  following  the  event
                  requiring distribution or as soon thereafter as practicable.

5.       AMENDMENTS AND TERMINATION

         5.1       Amendments

                  (a)      The  Funds  and  the   Trustee   may,  by  a  written
                           instrument  signed  by  both  such  parties,  amend a
                           Trustee's  deferred  compensation  arrangement  under
                           this  Plan at any  time and in any  manner,  provided
                           that any such  amendment  must  comply  with  Section
                           409A  of  the   Code  and  no  such   amendment   may
                           accelerate  the   distribution   from  the  Trustee's
                           Deferral  Account  of  amounts  previously  deferred,
                           unless permitted under Section 409A of the Code.

                  (b)      The Funds reserve the right to amend, in whole or
                           in part, and in any manner, any or all of the
                           provisions of this Plan by action of their
                           respective Boards of Trustees for the purposes of
                           complying with any provision of the Code or any
                           other technical or legal requirements, provided
                           that:

                           (1)      No such  amendment  shall  make it  possible
                           for any part of the  Trustee's  Deferral  Account  to
                           be used for,  or  diverted  to,  purposes  other than
                           for the  exclusive  benefit of the  Trustee or his or
                           her  Beneficiaries,  except to the  extent  otherwise
                           provided  in this  Plan or  permitted  under  Section
                           409A; and

                           (2)      No such  amendment  may reduce the amount of
                           the  Trustee's  Deferral  Account as of the effective
                           date of such amendment.

         5.2      Termination.   The  Funds   may,   by  action  of  the  Board,
                  terminate  this Plan at any time.  The  rights of a Trustee to
                  his or her Deferral  Account  shall  become  payable as of the
                  Valuation   Date   coincident   with  or  next  following  the
                  effective  date of the  termination  of this Plan, but only if
                  the Board  determines  that such payment  does not  constitute
                  an impermissible  acceleration of deferred  compensation under
                  Section 409A of the Code.

6.        MISCELLANEOUS

         6.1       Rights of Creditors.


                  (a)      This Plan is  unfunded  and is not  creating a Trust.
                           Neither  the  Trustee  nor any  other  persons  shall
                           have any  interest  in any  specific  asset or assets
                           of  any  Fund  by  reason  of  any  Deferral  Account
                           hereunder,  nor any  rights to  receive  distribution
                           of his  or her  Deferral  Account  except,  and as to
                           the  extent,   expressly  provided   hereunder.   The
                           Funds  shall not be  required  to  purchase,  hold or
                           dispose  of any  investments  pursuant  to this Plan;
                           however,   if  in  order  to  cover  its   obligation
                           hereunder   a   Fund    elects   to   purchase    any
                           investments,   the  same  shall   continue   for  all
                           purposes  to be a part  of  the  general  assets  and
                           property  of that Fund,  subject to the claims of its
                           general  creditors  and no  person  other  than  that
                           Fund shall by virtue of the  provisions  of this Plan
                           have  any  interest  in  such  assets  other  than an
                           interest as a general creditor.

                  (b)      The rights of the  Trustee and the  Beneficiaries  to
                           the  amounts  held  in  the   Deferral   Account  are
                           unsecured  and  shall be  subject  to the  claims  of
                           creditors   of  the  Funds.   With   respect  to  the
                           payment of amounts held under the  Deferral  Account,
                           the  Trustee  and his or her  Beneficiaries  have the
                           status of  unsecured  creditors  of the  Funds.  This
                           Plan  is  executed  on  behalf  of  the  Funds  by an
                           officer  of the  Fund as such  and not  individually.
                           Any  obligation  of the  Fund  hereunder  shall be an
                           unsecured  obligation  of  the  Fund  and  not of any
                           other person.

         6.2       Agents.  The Funds may  employ  agents and  provide  for such
                  clerical,  legal,  actuarial,  accounting,  advisory  or other
                  services  as they  deem  necessary  to  perform  their  duties
                  under  this  Plan.  The  Funds  shall  bear  the  cost of such
                  services and all other  expenses  incurred in connection  with
                  the administration of this Plan.

         6.3       Incapacity.    If   the   Board   shall   receive    evidence
                  satisfactory  to  it  that  the  Trustee  or  any  Beneficiary
                  entitled  to  receive  any  benefit  under the Plan is, at the
                  time  when  such  benefit  becomes  payable,  a  minor,  or is
                  physically  or mentally  incompetent  to receive  such benefit
                  and  to  give a  valid  release  therefor,  and  that  another
                  person or an  institution  is then  maintaining or has custody
                  of  the  Trustee  or   Beneficiary   and  that  no   guardian,
                  committee  or  other  representative  of  the  estate  of  the
                  Trustee or  Beneficiary  shall have been duly  appointed,  the
                  Board may make  payment of such benefit  otherwise  payable to
                  the   Trustee  or   Beneficiary   to  such  other   person  or
                  institution,  including a custodian  under a Uniform  Gifts to
                  Minors  Act,  or  corresponding  legislation  (who shall be an
                  adult,  a guardian of the minor or a trust  company),  and the
                  release of such other person or  institution  shall be a valid
                  and complete discharge for the payment of such benefit.

         6.4       Governing  Law.  This Plan shall be  governed  by the laws of
                  the State of New York.

         6.5      Non-guarantee  of  Trusteeship.   Nothing  contained  in  this
                  Plan shall be  construed  as a contract  or  guarantee  of the
                  right of the  Trustee to be, or remain  as, a director  of any
                  Fund  or  to  receive   any,  or  any   particular   rate  of,
                  Compensation from any Fund.

         6.6       Counsel.  The Funds  may  consult  with  legal  counsel  with
                  respect to the  meaning  or  construction  of the Plan,  their
                  respective  obligations  or duties  hereunder  or with respect
                  to any action or  proceeding  or any question of law, and they
                  shall be fully  protected  with respect to any action taken or
                  omitted  by them in  good  faith  pursuant  to the  advice  of
                  legal counsel.

         6.7       Non-transferability    of   Interests.    A   Trustee's   and
                  Beneficiaries'  interests in the  Deferral  Account may not be
                  anticipated,  sold, encumbered,  pledged, mortgaged,  charged,
                  transferred,   alienated,   assigned  nor  become  subject  to
                  execution,  garnishment  or  attachment  and any attempt to do
                  so by any  person  shall be deemed  null and  void;  the Funds
                  shall not  recognize  the rights of any party  under this Plan
                  except  those  of the  Trustee  or  his  or  her  Beneficiary;
                  provided  that this  Section 6.7 shall not  preclude the Funds
                  from  offsetting  any  amount  currently  payable to a Trustee
                  hereunder by any amount owed by such Trustee to the Funds.

         6.8       Notices.  For  purposes  of this Plan,  notices and all other
                  communications  provided  for in this Plan shall be in writing
                  and shall be deemed to have  been duly  given  when  delivered
                  personally   or  mailed  by  United   States   registered   or
                  certified mail,  return receipt  requested,  postage  prepaid,
                  or  by  nationally   recognized   overnight  delivery  service
                  providing  for a  signed  return  receipt,  addressed  to  the
                  Trustee at the home  address  set forth in the Funds'  records
                  and to the Funds at the  address  set forth on the first  page
                  of this Plan,  provided  that all notices to the Fund shall be
                  directed  to the  attention  of the  Administrator  or to such
                  other  address  as  either  party  may have  furnished  to the
                  other in writing in  accordance  herewith,  except that notice
                  of change of address shall be effective only upon receipt.

         6.9      Effect on Other Deferred Compensation  Policies.  Effective as
                  of the date hereof,  this Plan replaces,  and supersedes,  all
                  other non-qualified  elective deferred  compensation  policies
                  of the Funds with respect to Trustees.

         6.10     Interpretation    of    Plan.    Interpretations    of,    and
                  determinations  related  to,  this  Plan  made by the Funds in
                  good faith,  including  any  determinations  of the amounts of
                  the Deferral  Account,  shall be  conclusive  and binding upon
                  all  parties;  and the Fund shall not incur any  liability  to
                  the Trustee for any such  interpretation  or  determination so
                  made or for any other  action taken by it in  connection  with
                  this Plan in good faith.

         6.11     Successors  and  Assigns.  This  Agreement  shall  be  binding
                  upon,  and shall  inure to the benefit of, the Funds and their
                  respective  successors  and assigns and to the Trustee and his
                  or  her  heirs,   executors,   administrators   and   personal
                  representatives.

         6.12     Severability.  In the  event  any  one or more  provisions  of
                  this Agreement are held to be invalid or  unenforceable,  such
                  illegality or  unenforceability  shall not affect the validity
                  or  enforceability  of the other  provisions  hereof  and such
                  other  provisions  shall  remain  in  full  force  and  effect
                  unaffected by such invalidity or unenforceability.


         IN WITNESS  WHEREOF,  the Funds have caused this Plan to be executed as
of the day and year first above written.


BOARD OF TRUSTEES OF THE FUNDS



By: ________________________________


Name: _______________________________


Title: ________________________________

EX-99.J

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the use in this Post-Effective Amendment No. 18 to Registration
Statement No. 33-58383 on Form N-1A of our report dated November 14, 2007,
relating to the financial statements and financial highlights of Oppenheimer
International Bond Fund appearing in the Statement of Additional Information,
which is part of such Registration Statement, and to the references to us
under the headings "Independent Registered Public Accounting Firm" in the
Statement of Additional Information and "Financial Highlights" in the
Prospectus, which are part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP


Denver, Colorado
December 20, 2007