Oppenheimer Enterprise Fund

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sqh0yzQMZextexdKheHLU0lM4fZpmIend3qqOmjGYu5Q9heMuFViFZoDukVSEAC0 /UzDTVOycu3L99QEpb8cFw== 0000728889-02-000849.txt : 20021030 0000728889-02-000849.hdr.sgml : 20021030 20021030135225 ACCESSION NUMBER: 0000728889-02-000849 CONFORMED SUBMISSION TYPE: 497 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021030 EFFECTIVENESS DATE: 20021030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER ENTERPRISE FUND CENTRAL INDEX KEY: 0000939801 IRS NUMBER: 133819189 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 497 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58343 FILM NUMBER: 02802748 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123230200 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER SMALL CAP FUND DATE OF NAME CHANGE: 19950228 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER NEW ENTERPRISE FUND DATE OF NAME CHANGE: 19950901 497 1 pspsai497ent.htm 497 ENTERPRISE FILING Oppenheimer Enterprise Fund

Oppenheimer
Enterprise Fund

Prospectus dated October 23, 2002

Oppenheimer Enterprise Fund is a mutual fund. It
seeks capital appreciation to make your investment
grow. It emphasizes investments in common stocks of
companies that have growth potential.
This Prospectus contains important information
about the Fund's objective, its investment policies,
strategies and risks. It also contains important
information about how to buy and sell shares of the
Fund and other account features. Please read this
Prospectus carefully before you invest and keep it
for future reference about your account.

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

CONTENTS

ABOUT THE FUND

The Fund's Investment Objective and Strategies
Main Risks of Investing in the Fund
The Fund's Past Performance
Fees and Expenses of the Fund
About the Fund's Investments
How the Fund is Managed

ABOUT YOUR ACCOUNT

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

Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds Internet Web Site
Retirement Plans

How to Sell Shares
By Mail
By Telephone

How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Financial Highlights

ABOUT THE FUND

The Fund's Investment Objective and Strategies
WHAT IS THE FUND'S INVESTMENT OBJECTIVE? The Fund seeks capital appreciation.

WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks of high-growth companies.
These may be newer companies or established companies of any capitalization range that the portfolio manager
believes have favorable growth prospects. The Fund may invest without limit in companies in any capitalization
range. The Fund focuses mainly on domestic companies, but may buy foreign stocks as well.

HOW DOES THE PORTFOLIO MANAGER DECIDE WHAT SECURITIES TO BUY OR SELL? The Fund's portfolio manager uses fundamental
analysis, relying on internal and external research and analysis, to look for high-growth companies. He generally
considers a company's financial statements, interviews with management, and analysis of the company's operations and
product developments. He also evaluates research on particular industries, market trends and general economic
conditions. The portfolio manager focuses on factors that may vary in particular cases and over time. Currently, he
looks for:
o Companies with management that has a proven ability to handle rapid growth
o Companies with innovative products or services
o Companies with superior earnings and revenue growth
o Companies with growth rates that the portfolio manager believes are sustainable

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

Main Risks of Investing in the Fund

All investments have 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., will cause the Fund to underperform other funds having a similar objective.

RISKS OF INVESTING IN STOCKS. Stocks fluctuate in price, and their short-term volatility at times may be great.
Because the Fund invests primarily in common stocks of U.S. companies, the value of the Fund's portfolio will be
affected by changes in the U.S. stock markets and the special economic and other factors that might primarily affect
the prices of growth stocks. Market risk will affect the Fund's net asset value per share, which will fluctuate as
the values of the Fund's portfolio securities change. A variety of factors can affect the price of a particular
stock and the prices of individual stocks do not 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.

Risks of Growth Stocks. Stocks of growth companies, particularly newer companies, may offer opportunities
for greater long-term capital appreciation but may be more volatile than stocks of larger, more established
companies. They have greater risks if the company's earnings growth or stock price fails to increase as expected.

THERE ARE SPECIAL RISKS OF FOREIGN INVESTING. The Fund can buy securities of companies or governments in any
country, including developed countries and emerging markets. There is no limit on the amount of the Fund's assets
that may be invested in foreign securities. While foreign securities offer special investment opportunities, there
are also special risks.

The change in value of a foreign currency against the U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency. Foreign issuers are not subject to the same accounting and
disclosure requirements to which U.S. companies are subject. The value of foreign investments may be affected by
exchange control regulations, expropriation or nationalization of a company's assets, foreign taxes, delays in
settlement of transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other
political and economic factors.

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

In the short term, high-growth stocks can be very volatile. The price of the Fund's shares can go up and
down substantially. The Fund generally does not use income-oriented investments to help cushion the Fund's total
return from changes in stock prices. In the OppenheimerFunds spectrum, the Fund is an aggressive growth fund,
designed for investors willing to assume greater risks. It is likely to be subject to greater fluctuations in its
share prices than funds that emphasize large capitalization stocks, or funds that focus on both stocks and bonds.

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

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

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

For the period from 1/1/02 through 9/30/02, the cumulative return for Class A shares before taxes was -39.92%. Sales
charges are not included in the calculations of return in this bar chart, and if those charges were included, the
returns may be less than those shown. During the period shown in the bar chart, the highest return (not annualized)
before taxes for a calendar quarter was 55.70%(4th Q. `99) and the lowest return (not annualized) before taxes for a
calendar quarter was -32.16% (4th Q`00).

- --------------------------------------------- ------------------------- ------------------------- -------------------------
5 Years 10 Years
Average Annual Total Returns (or life of class, if (or life of class, if
for the periods ended December 31, 2001 1 Year less) less)
- --------------------------------------------- ------------------------- ------------------------- -------------------------
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Class A Shares (inception 11/7/95)
Return Before Taxes -39.94% 3.28% 10.19%
Return After Taxes on Distributions -39.94% 1.64% 8.27%
Return After Taxes on Distributions and -24.32% 2.37% 7.95%
Sale of Fund Shares
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Russell 2000 Index (reflects no deduction 2.49% 7.52% 9.91%1
for fees, expenses or taxes)
- --------------------------------------------- ------------------------- ------------------------- -------------------------
S&P 500 Index (reflects no deduction for -11.88% 10.70% 13.43%1
fees, expenses or taxes)
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Class B Shares (inception 11/7/95) -39.93% 3.39% 10.45%
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Class C Shares (inception 11/7/95) -37.40% 3.76% 10.45%
- --------------------------------------------- ------------------------- ------------------------- -------------------------
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Class N Shares (inception 3/1/01) -22.49%2 N/A N/A
- --------------------------------------------- ------------------------- ------------------------- -------------------------
- --------------------------------------------- ------------------------- ------------------------- -------------------------
Class Y Shares (inception 4/1/99) -36.02% -12.40% N/A%
- --------------------------------------------- ------------------------- ------------------------- -------------------------
1 From 10/31/95.
2 Cumulative return. The Fund's average annual total returns include the applicable sales charges: for Class
A, the current maximum initial sales charge of 5.75%; for Class B, the contingent deferred sales charges of 5%
(1-year) and 2% (5-year); for Class C, the 1% contingent deferred sales charge for the 1-year period; and for
Class N, the 1% CDSC for the 18-month 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 "life-of-class" performance does not include
the 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 Class A shares is compared to the S&P 500 Index, an unmanaged index of equity
securities and the Russell 2000 Index, a capitalization-weighted index of the 2000 smallest issuers in the Russell
3000(R)Index. The index performance includes the reinvestment of income but does not reflect transaction costs. The
Fund's investments may vary from securities in the indices.

Fees and Expenses of the Fund

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

Shareholder Fees (charges paid directly from your investment):
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
-------------------------------------------- -------------- -------------- ------------ ------------ -------------
-------------------------------------------- -------------- -------------- ------------ ------------ -------------
Maximum Sales Charge (Load) on purchases
(as % of offering price) 5.75% None None None None
-------------------------------------------- -------------- -------------- ------------ ------------ -------------
-------------------------------------------- -------------- -------------- ------------ ------------ -------------
Maximum Deferred Sales Charge (Load) (as %
of the lower of the original offering None1 5%2 1%3 1%4 None
price or redemption proceeds)
--------------------------------------------

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

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

-------------------------------
Class A Class B Class C Class N Class Y
Shares Shares Shares Shares Shares
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
Management Fees 0.74% 0.74% 0.74% 0.74% 0.74%
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
Distribution and/or Service 0.24% 1.00% 1.00% 0.50% N/A
(12b-1) Fees
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
Other Expenses 0.97% 0.97% 0.97% 1.01% 1.42%
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
------------------------------- ------------------- -------------- ---------------- ---------------- -------------
Total Annual Operating 1.95% 2.71% 2.71% 2.25% 2.16%
Expenses
-------------------------------
The management fee is based on a percentage of the Fund's average annual net assets and is shown without giving
effect to a voluntary reduction by the Manager which may be withdrawn or amended at any time. After that waiver,
the management fee was 0.71% for each class of shares.
The "Other Expenses" in the table are based on, among other things, the fees the Fund would have paid if the
transfer agent had not waived a portion of its fee under a voluntary undertaking to the Fund to limit these fees to
0.25% of average daily net assets per fiscal year for Class Y shares and 0.35% of average net assets per fiscal year
for all other classes. That undertaking was effective October 1, 2001 (for Class Y only, January 1, 2001), was
pro-rated for the remainder of the fiscal year ending after that date, and may be amended or withdrawn at any time.
After the waiver, the actual "Other Expenses" as percentages of average daily net assets were 0.65% for Class A
shares, 0.65% for Class B shares, 0.65% for Class C shares, 0.69% for Class N shares and 0.48% for Class Y shares.
Effective November 1, 2002, the transfer agent will limit its fees to 0.35% of average daily net assets per fiscal
year for Class Y shares. "Total Annual Operating Expenses" as percentages of daily net assets after taking into
account the management fee waiver and the transfer agent fee waiver were 1.60% for Class A, 2.36% for Class B, 2.36%
for Class C, 1.90% for Class N and 1.19% for Class Y.

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 $762 $1,152 $1,567 $2,719
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class B Shares $774 $1,141 $1,635 $2,6911
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class C Shares $374 $841 $1,435 $3,041
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class N Shares $328 $703 $1,205 $2,585
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class Y Shares $219 $676 $1,159 $2,493
-------------------------------------

-------------------------------------
If shares are not redeemed: 1 Year 3 Years 5 Years 10 Years
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class A Shares $762 $1,152 $1,567 $2,719
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class B Shares $274 $841 $1,435 $2,6911
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class C Shares $274 $841 $1,435 $3,041
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class N Shares $228 $703 $1,205 $2,585
------------------------------------- ------------------- ------------------ ----------------- ------------------
------------------------------------- ------------------- ------------------ ----------------- ------------------
Class Y Shares $219 $676 $1,159 $2,493
-------------------------------------

In the first example, expenses include the initial sales charge for Class A and the applicable Class B, Class C
or Class N contingent deferred sales charges. In the second example, the Class A expenses include the sales
charge, but Class B, Class C and Class N expenses do not include the contingent deferred sales charges. There is
no sales charge on Class Y shares.
1. Class B expenses for years 7 through 10 are based on Class A expenses, since Class B shares automatically
convert to Class A after 6 years.

About the Fund's Investments

THE FUND'S PRINCIPAL INVESTMENT POLICIES. The allocation of the Fund's portfolio among different 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. 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. The Fund
attempts to reduce its exposure to market risks by diversifying its investments, that is, by not holding a
substantial amount of stock of any one company and by not investing too great a percentage of the Fund's assets in
any one company. Also, the Fund does not concentrate 25% or more of its assets in investments in any one industry.

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

Growth Stock Investments. The Manager looks for stocks of companies that have growth potential. Growth
companies may be developing new products or services or may be expanding into new markets for their
products. They may be newer companies or more established companies entering a growth cycle. The
Fund's investments are not limited to issuers in a specific capitalization range, such as large-cap or
small-cap companies, and the Fund can invest in issuers in all capitalization ranges. Market
capitalization refers to the market value of all of a company's issued and outstanding stock. Because
the stocks of companies that have smaller market capitalizations tend to be more volatile, to the
extent that the Fund holds small-cap stocks, its share prices may fluctuate more and the risks of loss
are greater.

Newer growth companies tend to retain a large part of their earnings for research, development or investment
in capital assets. Therefore, they do not tend to emphasize paying dividends, and may not pay any dividends for a
protracted period. They are selected for the Fund's portfolio because the Manager believes the price of the stock
will increase over time.

Industry Focus. At times, the Fund might increase the relative emphasis of its investments in a particular industry
or group of industries. Stocks of issuers in a particular industry might be affected by changes in economic
conditions or by changes in government regulations, availability of basic resources or supplies, or other
events that affect that industry more than others. To the extent that the Fund has a greater emphasis on
investments in a particular industry, its share values may fluctuate in response to events affecting that
industry.

Portfolio Turnover. The Fund can engage in short-term trading to try to achieve its objective, and will likely have
a portfolio turnover rate in excess of 100% annually. Portfolio turnover affects brokerage costs the Fund
pays. If the Fund realizes capital gains when it sells its portfolio investments, it must generally pay those
gains out to shareholders, increasing their taxable distributions. The Financial Highlights table at the end
of this Prospectus shows the Fund's portfolio turnover rates during prior fiscal years.

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

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

Other Equity Securities. While the Fund emphasizes investments in common stocks, it can also buy preferred stocks
and securities convertible into common stock. They can be securities issued by domestic or foreign
companies, although the Fund's foreign holdings currently are small. The Manager considers some convertible
securities to be "equity equivalents" because of the conversion feature and in that case their rating has
less impact on the investment decision than in the case of other debt securities.

Investing in Special Situations. At times the Fund might use aggressive investment techniques, seeking to benefit
from what the portfolio manager perceives to be special situations. These may be mergers, reorganizations or
other unusual events expected to affect a particular issuer. However, there is a risk that the change or
event might not occur, which could have a negative impact on the price of the security. The Fund's investment
might not produce the expected gains or could incur a loss for the portfolio.

Investing in Small, Unseasoned Companies. The Fund can invest in small, unseasoned companies. These are companies
that have been in operation less than three years, including the operations of any predecessors. These
securities may have limited liquidity and their prices may be very volatile. The Fund currently does not
intend to invest more than 10% of its assets in these securities.

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

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

Derivatives have risks. If the issuer of the derivative investment does not pay the amount due, the Fund can
lose money on the investment. The underlying security or investment on which a derivative is based, and the
derivative itself, may not perform the way the Manager expected it to. As a result of these risks the Fund
could realize less principal or income from the investment than expected or its hedge might be unsuccessful.
As a result, the Fund's share prices could fall. Certain derivative investments held by the Fund might be
illiquid.

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

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

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

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

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

Portfolio Manager. The portfolio manager of the Fund is James Turner II. He is the person principally
responsible for the day-to-day management of the Fund (since September 21, 2001). Mr. Turner is a
Vice President of the Fund, and has been a Vice President of the Manager since March 26, 2001.
Previously he was a portfolio manager for Technology Crossover Ventures (May 2000 - March 2001);
Assistant Vice President and Associate Portfolio Manager of the Manager (August 1999 - May 2000);
securities analyst for the Manager (October 1996 - August 1999); and a securities analyst with First
of America Investment Company (May 1994 - October 1996).

Advisory Fees. Under the investment advisory agreement, the Fund pays the Manager an advisory fee at an annual rate
that declines as the Fund's assets grow: 0.75% of the first $200 million of average annual net assets, 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
$700 million, and 0.58% of average annual net assets over $1.5 billion. The Fund's management fee for its
last fiscal year ended August 31, 2002 was 0.74% of average annual net assets for each class of shares.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

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

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

HOW MUCH MUST YOU INVEST? You can buy Fund shares with a minimum initial investment of $1,000 and make additional
investments at any time with as little as $25. There are reduced minimum investments under special investment plans.

o With Asset Builder Plans, 403(b) plans, Automatic Exchange Plans and military allotment plans, you can make
initial and subsequent investments for as little as $25. The minimum additional investment in any such plan
accounts established on or after November 1, 2002 is $50. The minimum additional investment to such plan
accounts that were established prior to November 1, 2002 will remain $25. To establish a new Asset Builder
Plan account on or after November 1, 2002, you must first invest at least $500.
o Under retirement plans, such as IRAs, pension and profit-sharing plans and 401(k) plans, you can start your
account with as little as $250. If your IRA is started as an Asset Builder Plan, the $25 minimum applies.
Additional purchases may be for as little as $25. To establish any type of IRA account on or after November
1, 2002, the minimum investment is $500. The minimum additional investment to any type of IRA account after
November 1, 2002 is $50.
o The minimum investment requirement does not apply to reinvesting dividends from the Fund or other
Oppenheimer funds (a list of them appears in the Statement of Additional Information, or you can ask your
dealer or call the Transfer Agent), or reinvesting distributions from unit investment trusts that have made
arrangements with the Distributor.

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

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

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

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

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

Buying Through a Dealer. If you buy shares through a dealer, your dealer must receive the order by the close of The
New York Stock Exchange and transmit it to the Distributor so that it is received before the Distributor's
close of business on a regular business day (normally 5:00 P.M.) to receive that day's offering price.
Otherwise, the order will receive the next offering price that is determined.

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). 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 six 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%, as described in "How Can You Buy Class C Shares?"
below.
Class N Shares. If you buy Class N 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 eighteen (18) months of the retirement
plan's first purchase of Class N shares, you may pay a contingent deferred sales charge of 1%, as
described in "How Can You Buy Class N Shares?" below.
Class Y Shares. Class Y shares are offered only to certain institutional investors that have special agreements
with the Distributor.
--------------------------------------------------------------------------------------------------------------------

WHICH CLASS OF SHARES SHOULD YOU CHOOSE? Once you decide that the Fund is an appropriate investment for you, the
decision as to which class of shares is best suited to your needs depends on a number of factors that you should
discuss with your financial advisor. Some factors to consider are how much you plan to invest and how long you plan
to hold your investment. If your goals and objectives change over time and you plan to purchase additional shares,
you should re-evaluate those factors to see if you should consider another class of shares. The Fund's operating
costs that apply to a class of shares and the effect of the different types of sales charges on your investment will
vary your investment results over time.
The discussion below is not intended to be investment advice or a recommendation, because each investor's financial
considerations are different. The discussion below assumes that you will purchase only one class of shares and not a
combination of shares of different classes. Of course, these examples are based on approximations of the effects of
current sales charges and expenses projected over time, and do not detail all of the considerations in selecting a
class of shares. You should analyze your options carefully with your financial advisor before making that choice.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

HOW CAN YOU BUY CLASS B SHARES? Class B shares are sold at net asset value per share without an initial sales
charge. However, if Class B shares are redeemed within 6 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:

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

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

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

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

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

A contingent deferred sales charge of 1.00% 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.

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

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

DISTRIBUTION AND SERVICE (12B-1) PLANS.
Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A shares. It reimburses the
Distributor for a portion of its costs incurred for services provided to accounts that hold Class A shares.
Reimbursement is made quarterly at an annual rate of up to 0.25% of the average annual net assets of Class A
shares of the Fund. The Distributor currently uses all of those fees to pay dealers, brokers, banks and other
financial institutions quarterly for providing personal service and maintenance of accounts of their
customers that hold Class A shares. With respect to Class A shares subject to a Class A contingent deferred
sales charge purchased by grandfathered retirement accounts, the Distributor pays the 0.25% service fee to
dealers in advance for the first year after the shares are sold by the dealer. After the shares have been
held for a year, the Distributor pays the service fees to dealers on a quarterly basis.

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

The asset-based sales charge and service fees increase Class B and Class C expenses by up to 1.00% and
increase Class N expenses by up to 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 ongoing basis, over time these fees will increase the cost of your investment
and may cost you more than other types of sales charges.

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

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

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

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

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

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

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

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

CAN YOU SUBMIT TRANSACTION REQUESTS BY FAX? You may send requests for certain types of account transactions to the
Transfer Agent by fax (telecopier). Please call 1.800.525.7048 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
web site. To perform account transactions or obtain account information online, you must first obtain a user I.D.
and password on that web site. If you do not want to have Internet account transaction capability for your account,
please call the Transfer Agent at 1.800.225.5677. At times, the website may be inaccessible or its transaction
features may be unavailable.

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

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

RETIREMENT PLANS. You may buy shares of the Fund for your retirement plan account. If you participate in a plan
sponsored by your employer, the plan trustee or administrator must buy the shares for your plan account. The
Distributor also offers a number of different retirement plans that individuals and employers can use:

Individual Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs, SIMPLE IRAs and rollover IRAs.
SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for small business owners or self-employed individuals.
403(b)(7) Custodial Plans. These are tax-deferred plans for employees of eligible tax-exempt organizations, such as
schools, hospitals and charitable organizations.
401(k) Plans. These are special retirement plans for businesses.
Pension and Profit-Sharing Plans. These plans are designed for businesses and self-employed individuals.

Please call the Distributor for OppenheimerFunds retirement plan documents, which include applications and
important plan information.

How to Sell Shares

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

Certain Requests Require a Signature Guarantee. To protect you and the Fund from fraud, the following redemption
requests must be in writing and must include a signature guarantee (although there may be other situations
that also require a signature guarantee):

o You wish to redeem more than $100,000 and receive a check
o The redemption check is not payable to all shareholders listed on the account statement
o The redemption check is not sent to the address of record on your account statement
o Shares are being transferred to a Fund account with a different owner or name
o Shares are being redeemed by someone (such as an Executor) other than the owners

Where Can You Have Your Signature Guaranteed? The Transfer Agent will accept a guarantee of your signature by a
number of financial institutions, including:

o a U.S. bank, trust company, credit union or savings association,
o a foreign bank that has a U.S. correspondent bank,
o a U.S. registered dealer or broker in securities, municipal securities or government securities, or
o a U.S. national securities exchange, a registered securities association or a clearing agency.
If you are signing on behalf of a corporation, partnership or other business or as a fiduciary, you must
also include your title in the signature.

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

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

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

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

Whichever method you use, you may have a check sent to the address on the account statement, or, if you have
linked your Fund account to your bank account on AccountLink, you may have the proceeds sent to that bank account.

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

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

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

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

To determine whether a contingent deferred sales charge applies to a redemption, the Fund redeems shares in
the following order:
1. shares acquired by reinvestment of dividends and capital gains distributions,
2. shares held for the holding period that applies to the class, and
3. shares held the longest during the holding period.

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

How to Exchange Shares

Shares of the Fund may be exchanged for shares of certain Oppenheimer funds at net asset value per share at the time
of exchange, without sales charge. Shares of the Fund can be purchased by exchange of shares of other Oppenheimer
funds on the same basis. To exchange shares, you must meet several conditions:
o Shares of the fund selected for exchange must be available for sale in your state of residence.
o The prospectuses of both funds must offer the exchange privilege.
o You must hold the shares you buy when you establish your account for at least seven days before you can
exchange them. After the account is open seven days, you can exchange shares every regular business day.
o You must meet the minimum purchase requirements for the fund whose shares you purchase by exchange.
o Before exchanging into a fund, you must obtain and read its prospectus.

Shares of a particular class of the Fund may be exchanged only for shares of the same class in the other
Oppenheimer funds. For example, you can exchange Class A shares of this Fund only for Class A shares of another
fund. In some cases, sales charges may be imposed on exchange transactions. For tax purposes, exchanges of shares
involve a sale of the shares of the fund you own and a purchase of the shares of the other fund, which may result in
a capital gain or loss. Please refer to "How to Exchange Shares" in the Statement of Additional Information for more
details.

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

HOW DO YOU SUBMIT EXCHANGE REQUESTS? Exchanges may be requested in writing or by telephone:
Written Exchange Requests. Submit an OppenheimerFunds Exchange Request form, signed by all owners of the account.
Send it to the Transfer Agent at the address on the back cover. Exchanges of shares held under certificates
cannot be processed unless the Transfer Agent receives the certificates with the request.
Telephone Exchange Requests. Telephone exchange requests may be made either by calling a service representative at
1.800. 225.5677, or by using PhoneLink for automated exchanges by calling 1.800. 225.5677. Telephone
exchanges may be made only between accounts that are registered with the same name(s) and address. Shares
held under certificates may not be exchanged by telephone.

ARE THERE LIMITATIONS ON EXCHANGES? There are certain exchange policies you should be aware of:
o Shares are normally redeemed from one fund and purchased from the other fund in the exchange
transaction on the same regular business day on which the Transfer Agent receives an exchange request that conforms
to the policies described above. It must be received by the close of The New York Stock Exchange that day, which is
normally 4:00 P.M. but may be earlier on some days. However, either fund may delay the purchase of shares of the
fund you are exchanging into up to seven days if it determines it would be disadvantaged by the same day exchange.

o The interests of the Fund's long-term shareholders and its ability to manage its investments may be
adversely affected when its shares are repeatedly bought and sold in response to short-term market
fluctuations--also known as "market timing." When large dollar amounts are involved, the Fund may have
difficulty implementing long-term investment strategies, because it cannot predict how much cash it will have
to invest. Market timing also may force the Fund to sell portfolio securities at disadvantageous times to
raise the cash needed to buy a market timer's Fund shares. These factors may hurt the Fund's performance and
its shareholders. When the Manager believes frequent trading would have a disruptive effect on the Fund's
ability to manage its investments, the Manager and the Fund may reject purchase orders and exchanges into the
Fund by any person, group or account that the Manager believes to be a market timer.

o The Fund may amend, suspend or terminate the exchange privilege at any time. The Fund will provide you notice
whenever it is required to do so by applicable law, but it may impose changes at any time for emergency
purposes.
o If the Transfer Agent cannot exchange all the shares you request because of a restriction cited above, only
the shares eligible for exchange will be exchanged.

Shareholder Account Rules and Policies

More information about the Fund's policies and procedures for buying, selling, and exchanging shares is contained in
the Statement of Additional Information.

A $12 annual fee is charged on any account valued at less than $500. See the Statement of Additional Information for
circumstances when this fee will not be charged.

The offering of shares may be suspended during any period in which the determination of net asset value is
suspended, and the offering may be suspended by the Board of Trustees at any time the Board believes it is in
the Fund's best interest to do so.

Telephone transaction privileges for purchases, redemptions or exchanges may be modified, suspended or terminated by
the Fund at any time. The Fund will provide you notice whenever it is required to do so by applicable law.
If an account has more than one owner, the Fund and the Transfer Agent may rely on the instructions of any
one owner. Telephone privileges apply to each owner of the account and the dealer representative of record
for the account unless the Transfer Agent receives cancellation instructions from an owner of the account.

The transfer agent will record any telephone calls to verify data concerning transactions and has adopted other
procedures to confirm that telephone instructions are genuine, by requiring callers to provide tax
identification numbers and other account data or by using PINs, and by confirming such transactions in
writing. The Transfer Agent and the Fund will not be liable for losses or expenses arising out of telephone
instructions reasonably believed to be genuine.

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

Dealers that perform account transactions for their clients by participating in
NETWORKING through the National Securities Clearing Corporation are responsible for obtaining their clients'
permission to perform those transactions, and are responsible to their clients who are shareholders of the
Fund if the dealer performs any transaction erroneously or improperly.

The redemption price for shares will vary from day to day because the value of the securities in the Fund's
portfolio fluctuates. The redemption price, which is the net asset value per share, will normally differ for
each class of shares. The redemption value of your shares may be more or less than their original cost.

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

The Transfer Agent may delay processing any type of redemption payment as described under "How to Sell Shares" for
recently purchased shares, but only until the purchase payment has cleared. That delay may be as much as 10
days from the date the shares were purchased. That delay may be avoided if you purchase shares by Federal
Funds wire or certified check, or arrange with your bank to provide telephone or written assurance to the
Transfer Agent that your purchase payment has cleared.

Involuntary redemptions of small accounts may be made by the Fund if the account value has fallen below $500 for
reasons other than the fact that the market value of shares has dropped. In some cases involuntary
redemptions may be made to repay the Distributor for losses from the cancellation of share purchase orders.

Shares may be "redeemed in kind" under unusual circumstances (such as a lack of liquidity in the Fund's portfolio to
meet redemptions). This means that the redemption proceeds will be paid with liquid securities from the
Fund's portfolio.

"Backup withholding" of federal income tax may be applied against taxable dividends, distributions and redemption
proceeds (including exchanges) if you fail to furnish the Fund your correct, certified Social Security or
Employer Identification Number when you sign your application, or if you under-report your income to the
Internal Revenue Service.

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

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

Dividends, Capital Gains and Taxes
DIVIDENDS. The Fund intends to declare dividends separately for each class of shares from net investment income on
an annual basis and to pay them to shareholders in December on a date selected by the Board of Trustees. 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. The Fund has no fixed dividend
rate and cannot guarantee that it will pay any dividends or distributions.

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

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

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

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

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

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

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

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

CLASS A YEAR ENDED AUGUST 31, 2002 2001 2000
1999 1998
====================================================================================================================================
PER SHARE OPERATING DATA

Net asset value, beginning of period $14.92 $ 39.08 $ 26.37 $
14.72 $ 16.98
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.09) (.18) (.15)
(.11) (.14)
Net realized and unrealized gain (loss) (5.92) (21.40) 14.52
12.08 (.75)

- ----------------------------------------------------------------------
Total from investment operations (6.01) (21.58) 14.37
11.97 (.89)
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- (2.58) (1.66)
(.32) (1.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.91 $14.92 $39.08
$26.37 $14.72

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

====================================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1) (40.28)% (57.56)% 54.89%
82.34% (5.65)%
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $103,105 $233,045 $624,971
$335,682 $74,456
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $166,632 $357,113 $563,739
$182,121 $72,059
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment loss (1.09)% (0.81)% (0.37)%
(0.47)% (0.81)%
Expenses 1.95% 1.33% 1.24%
1.48% 1.48%(3)
Expenses, net of reduction to custodian
expenses, voluntary waiver of transfer agent
fees and voluntary waiver of expenses 1.60% 1.33% 1.24%
1.48% 1.48%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 160% 142%
134% 182%

1. Assumes an investment on the business day before the first day of the fiscal
period, with all dividends and distributions reinvested in additional shares on
the reinvestment date, and redemption at the net asset value calculated on the
last business day of the fiscal period. Sales charges are not reflected in the
total returns. Total returns are not annualized for periods of less than one
full year.
2. Annualized for periods of less than one full year.
3. Expense ratio has been calculated without adjustment for the reduction to
custodian expenses.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

CLASS B YEAR ENDED AUGUST 31. 2002 2001 2000
1999 1998
====================================================================================================================================
PER SHARE OPERATING DATA

Net asset value, beginning of period $ 14.17 $ 37.57 $ 25.58 $
14.38 $ 16.75
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:

Net investment loss (.41) (.30) (.39)
(.11) (.15)
Net realized and unrealized gain (loss) (5.36) (20.52) 14.04
11.63 (.85)

- -----------------------------------------------------------------------
Total from investment operations (5.77) (20.82) 13.65
11.52 (1.00)
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:

Distributions from net realized gain -- (2.58) (1.66)
(.32) (1.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.40 $14.17 $37.57
$25.58 $14.38

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

====================================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1) (40.72)% (57.87)% 53.73%
81.14% (6.43)
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $52,633 $125,772 $310,972
$189,699 $43,570
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $86,628 $181,217 $294,487
$107,124 $39,003
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment loss (1.85)% (1.58)% (1.13)%
(1.22)% (1.58)%
Expenses 2.71% 2.10% 2.00%
2.23% 2.26%(3)
Expenses, net of reduction to custodian
expenses, voluntary waiver of transfer agent
fees and voluntary waiver of expenses 2.36% 2.10% 2.00%
2.23% 2.26%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 160% 142%
134% 182%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS CONTINUED
- --------------------------------------------------------------------------------

CLASS C YEAR ENDED AUGUST 31, 2002 2001 2000
1999 1998
====================================================================================================================================
PER SHARE OPERATING DATA

Net asset value, beginning of period $14.19 $ 37.61 $ 25.59 $
14.38 $ 16.74
- ------------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.37) (.32) (.39)
(.10) (.16)
Net realized and unrealized gain (loss) (5.41) (20.52) 14.07
11.63 (.83)

- ----------------------------------------------------------------------
Total from investment operations (5.78) (20.84) 13.68
11.53 (.99)
- ------------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- (2.58) (1.66)
(.32) (1.37)
- ------------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 8.41 $14.19 $37.61
$25.59 $14.38

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

====================================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(1) (40.73)% (57.86)% 53.83%
81.22% (6.38)%
- ------------------------------------------------------------------------------------------------------------------------------------

====================================================================================================================================
RATIOS/SUPPLEMENTAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $11,578 $25,468 $64,522
$39,083 $8,746
- ------------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $18,550 $37,410 $60,868
$21,790 $7,908
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(2)
Net investment loss (1.85)% (1.57)% (1.13)%
(1.22)% (1.58)%
Expenses 2.71% 2.10% 2.00%
2.22% 2.26%(3)
Expenses, net of reduction to custodian
expenses, voluntary waiver of transfer agent
fees and voluntary waiver of expenses 2.36% 2.10% 2.00%
2.22% 2.26%
- ------------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 160% 142%
134% 182%

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

CLASS N YEAR ENDED AUGUST 31, 2002 2001(1)
================================================================================
PER SHARE OPERATING DATA
Net asset value, beginning of period $14.90 $ 17.74
- --------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss (.28) (.01)
Net realized and unrealized loss (5.75) (2.83)
-------------------------
Total from investment operations (6.03) (2.84)
- --------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- --
- --------------------------------------------------------------------------------
Net asset value, end of period $ 8.87 $14.90
-------------------------

================================================================================
TOTAL RETURN, AT NET ASSET VALUE(2) (40.47)% (16.01)%
- --------------------------------------------------------------------------------

================================================================================
RATIOS/SUPPLEMENTAL DATA
- --------------------------------------------------------------------------------
Net assets, end of period (in thousands) $456 $83
- --------------------------------------------------------------------------------
Average net assets (in thousands) $249 $12
- --------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment loss (1.44)% (0.94)%
Expenses 2.25% 1.75%
Expenses, net of reduction to custodian expenses,
voluntary waiver of transfer agent fees and voluntary
waiver of expenses 1.90% 1.75%
- --------------------------------------------------------------------------------
Portfolio turnover rate 150% 160%

1. For the period from March 1, 2001 (inception of offering) to August 31, 2001.
2. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
3. Annualized for periods of less than one full year.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS CONTINUED
- --------------------------------------------------------------------------------

CLASS Y YEAR ENDED AUGUST 31, 2002 2001 2000 1999(1)
=================================================================================================================
PER SHARE OPERATING DATA

Net asset value, beginning of period $15.05 $ 39.32 $ 26.41 $ 23.51
- -----------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss) (.10) (.09) (.04) --(2)
Net realized and unrealized gain (loss) (5.93) (21.60) 14.61 2.90
---------------------------------------------------
Total from investment operations (6.03) (21.69) 14.57 2.90
Dividends and/or distributions to shareholders:
Distributions from net realized gain -- (2.58) (1.66) --
- -----------------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.02 $15.05 $39.32 $26.41
===================================================

=================================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(3) (40.07)% (57.48)% 55.58% 12.34%
- -----------------------------------------------------------------------------------------------------------------

=================================================================================================================
RATIOS/SUPPLEMENTAL DATA
- -----------------------------------------------------------------------------------------------------------------
Net assets, end of period (in thousands) $16,020 $25,450 $91,656 $31,306
- -----------------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $19,590 $49,978 $80,415 $11,731
- -----------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss) (0.70)% (0.67)% 0.04% 0.09%
Expenses 2.16% 1.36%(5) 0.91% 0.96%
Expenses, net of reduction to custodian
expenses, voluntary waiver of transfer agent
fees and voluntary waiver of expenses 1.19% 1.20% 0.91% 0.96%
- -----------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 150% 160% 142% 134%

1. For the period from April 1, 1999 (inception of offering) to August 31, 1999.
2. Less than $0.005 per share.
3. Assumes an investment on the business day before the first day of the fiscal
period (or inception of offering), with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption at the
net asset value calculated on the last business day of the fiscal period. Sales
charges are not reflected in the total returns. Total returns are not annualized
for periods of less than one full year.
4. Annualized for periods of less than one full year.
5. Added since August 31, 2001 to reflect expenses before reduction to custodian
expenses and voluntary waiver of transfer agent fees.

INFORMATION AND SERVICES

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

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

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

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

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

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

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

SEC File No. 811-07265 The Fund's shares are distributed by:
PR0885.001.1002 (logo) OppenheimerFunds(R)
Printed on recycled paper. Distributor, Inc.
N1A/885/885PSP_Dec2001(b)

Appendix to Prospectus of
Oppenheimer Enterprise Fund

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

A bar chart will be included in the Prospectus of Oppenheimer Discovery Fund (the "Fund") depicting the
annual total returns of a hypothetical investment in Class A shares of the Fund for each of the past ten calendar
years, without deducting sales charges. Set forth below are the relevant data points that will appear in the bar
chart:

Calendar Annual
Year Total
Ended Returns

12/31/96 26.77%
12/31/97 18.75%
12/31/98 34.81%
12/31/99 105.75%
12/31/00 -40.60%
12/31/01 -36.28%

Oppenheimer Enterprise Fund

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

Statement of Additional Information dated October 23, 2002

This Statement of Additional Information is not a Prospectus. This document contains additional information
about the Fund and supplements information in the Prospectus dated October 23, 2002. 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 web site at www.oppenheimerfunds.com.

Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks................................... 2
The Fund's Investment Policies..................................................................... 2
Other Investment Techniques and Strategies......................................................... 5
Investment Restrictions............................................................................ 18
How the Fund is Managed ................................................................................ 20
Organization and History........................................................................... 20
Trustees and Officers.............................................................................. 23
The Manager........................................................................................ 31
Brokerage Policies of the Fund.......................................................................... 33
Distribution and Service Plans.......................................................................... 35
Performance of the Fund................................................................................. 39

About Your Account
How To Buy Shares....................................................................................... 44
How To Sell Shares...................................................................................... 54
How To Exchange Shares.................................................................................. 59
Dividends, Capital Gains and Taxes...................................................................... 63
Additional Information About the Fund................................................................... 67

Financial Information About the Fund
Independent Auditors' Report............................................................................ 69
Financial Statements.................................................................................... 70

Appendix A: Industry Classifications.................................................................... A-1
Appendix B: Special Sales Charge Arrangements and Waivers............................................... B-1

ABOUT THE FUND

Additional Information About the Fund's Investment Policies and Risks

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

The Fund's Investment Policies. The composition of the Fund's portfolio and the techniques and strategies that the
Fund's 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.

|X| Investments in Equity Securities. The Fund may invest in equity securities of companies in any market
capitalization range. Equity securities include common stocks, preferred stocks, rights and warrants, and securities
convertible into common stock. The Fund's investments will primarily include stocks of companies having a market
capitalization of up to $2.5 billion, generally measured at the time of the Fund's investment. However, the Fund is
not required to sell securities it holds of an issuer if the issuer's capitalization exceeds $2.5 billion.

The Fund can also hold a portion of its assets in securities of issuers having a larger market
capitalization. At times, in the Manager's view, the market may favor or disfavor securities of issuers of a
particular capitalization range. Therefore the Fund may focus its equity investments in securities of one or more
capitalization ranges, based upon the Manager's judgment of where the best market opportunities are to seek the
Fund's objective.

Current income is not a criterion used to select portfolio securities. However, certain debt securities may
be selected for the Fund's portfolio for defensive purposes (including debt securities that the Manager believes may
offer some opportunities for capital appreciation when stocks are disfavored). Other debt securities may be selected
because they are convertible into common stock, as discussed below in "Convertible Securities."

|_| Over-the-Counter Securities. Securities of small capitalization issuers may traded on
securities exchanges or in the over-the-counter market. The over-the-counter markets, both in the U.S. and abroad,
may have less liquidity than securities exchanges. That can affect the price the Fund is able to obtain when it
wants to sell a security.

Small-cap growth companies may offer greater opportunities for capital appreciation than securities of
large, more established companies. However, these securities also involve greater risks than securities of larger
companies. Securities of small capitalization issuers may be subject to greater price volatility in general than
securities of large-cap and mid-cap companies. Therefore, to the degree that the Fund has investments in smaller
capitalization companies at times of market volatility, the Fund's share price may fluctuate more. As noted below,
the Fund limits its investments in unseasoned small cap issuers.

? Convertible Securities. 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 with respect to convertible debt securities 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.

Convertible securities rank senior to common stock in a corporation's capital structure and therefore are subject to
less risk than common stock in case of the issuer's bankruptcy or liquidation.

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

The Fund has no limitations on the ratings of the convertible debt securities that it can buy. They can
include securities that are investment grade or below investment grade. Securities that are below investment grade
(whether they are rated by a nationally-recognized rating organization or are unrated securities that the Manager
deems to be below investment grade) have greater risks of default than investment grade securities. Additionally,
debt securities are subject to interest rate risk. Their values tend to fall when interest rates rise. The Fund does
not anticipate that it will invest a substantial amount of its assets in these types of securities.

? Rights and Warrants. The Fund can invest up to 5% of its total assets in warrants or rights.
That 5% limit does not apply to warrants and rights the Fund has acquired as part of units of securities or that are
attached to other securities that the Fund buys. 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.

? Preferred Stock. Preferred stock, unlike common stock, has a stated dividend rate payable from
the corporation's earnings. Preferred stock dividends may be cumulative or non-cumulative. "Cumulative" dividend
provisions require all or a portion of prior unpaid dividends to be paid before dividends can be paid on the
issuer's common stock. Preferred stock may be "participating" stock, which means that it may be entitled to a
dividend exceeding the stated dividend in certain cases.

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

? Foreign Securities. The Fund can purchase equity securities issued or guaranteed by foreign companies.
"Foreign securities" include equity and debt securities of companies organized under the laws of countries other than
the United States. 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. That is because they are not subject to many of the special
considerations and risks, discussed below, that apply to foreign securities traded and held abroad.

Investing in foreign securities offers potential benefits not available from investing solely in securities
of domestic issuers. They include the opportunity to invest in foreign issuers that appear to offer growth
potential, or in foreign countries with economic policies or business cycles different from those of the U.S., or to
reduce fluctuations in portfolio value by taking advantage of foreign stock markets that do not move in a manner
parallel to U.S. markets. The Fund will hold foreign currency only in connection with the purchase or sale of
foreign securities.

|_|? Risks of Foreign Investing. Investments in foreign securities may offer special opportunities
for investing but also present special additional risks and considerations not typically associated with investments
in domestic securities. Some of these additional risks are:
o reduction of income by foreign taxes;
o fluctuation in value of foreign investments due to changes in currency rates or currency control
regulations (for example, currency blockage);
o transaction charges for currency exchange;
o lack of public information about foreign issuers;
o lack of uniform accounting, auditing and financial reporting standards in foreign countries comparable to
those applicable to domestic issuers;
o less volume on foreign exchanges than on U.S. exchanges;
o greater volatility and less liquidity on foreign markets than in the U.S.;
o less governmental regulation of foreign issuers, stock exchanges and brokers than in the U.S.;
o greater difficulties in commencing lawsuits;
o higher brokerage commission rates than in the U.S.;
o increased risks of delays in settlement of portfolio transactions or loss of certificates for portfolio
securities;
o possibilities in some countries of expropriation, confiscatory taxation, political, financial or social
instability or adverse diplomatic developments; and
o unfavorable differences between the U.S. economy and foreign economies.

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

|_| Special Risks of Emerging Markets. Emerging and developing markets abroad may also offer
special opportunities for growth investing but have greater risks than more developed foreign markets, such as those
in Europe, Canada, Australia, New Zealand and Japan. There may be even less liquidity in their securities markets,
and settlements of purchases and sales of securities may be subject to additional delays. They are subject to
greater risks of limitations on the repatriation of income and profits because of currency restrictions imposed by
local governments. Those countries may also be subject to the risk of greater political and economic instability,
which can greatly affect the volatility of prices of securities in those countries.

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

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

Other Investment Techniques and Strategies. In seeking its objective, the Fund from time to time can employ 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.

? Investing in Small, Unseasoned Companies. The Fund can invest in securities of companies in any market
capitalization range, including small, unseasoned companies. These are companies that have been in operation for
less than three years, including the operations of any predecessors. Securities of these companies may be subject to
volatility in their prices. They might have a limited trading market, which could adversely affect the Fund's
ability to dispose of them and could reduce the price the Fund might be able to obtain for them. Other investors
that own a security issued by a small, unseasoned issuer for which there is limited liquidity might trade the
security when the Fund is attempting to dispose of its holdings of that security. In that case the Fund might
receive a lower price for its holdings than might otherwise be obtained. The Fund currently does not intend to
invest more than 10% of its net assets in those securities.

? Repurchase Agreements. The Fund can acquire securities subject to repurchase agreements. It might do so
for liquidity purposes to meet anticipated redemptions of Fund shares, or pending the investment of the proceeds
from sales of Fund shares, or pending the settlement of portfolio securities transactions, or for 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 Fund's Board
of Trustees 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 10% of its net assets to be subject to repurchase agreements having a maturity beyond seven
days. There is no limit on the amount of the Fund's net assets that may be subject to repurchase agreements having
maturities of seven days or less.

Repurchase agreements, considered "loans" under the Investment Company Act, 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.

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

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

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

? Loans of Portfolio Securities. To raise cash for liquidity purposes, the Fund can lend its portfolio
securities to brokers, dealers and other types of financial institutions approved by the Fund's Board of Trustees.
These loans are limited to not more than 25% of the value of the Fund's total assets. The Fund currently does not
intend to engage in loans of securities, but if it does so, such loans will not likely exceed 5% of the Fund's total
assets.

There are some risks in connection with securities lending. The Fund might experience a delay in receiving
additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower defaults.
The Fund must receive collateral for a loan. Under current applicable regulatory requirements (which are subject to
change), on each business day the loan collateral must be at least equal to the value of the loaned securities. It
must consist of cash, bank letters of credit, securities of the U.S. government or its agencies or
instrumentalities, or other cash equivalents in which the Fund is permitted to invest. To be acceptable as
collateral, letters of credit must obligate a bank to pay amounts demanded by the Fund if the demand meets the terms
of the letter. The terms of the letter of credit and the issuing bank both must be satisfactory to the Fund.

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

? Borrowing for Leverage. The Fund has the ability to borrow from banks on an unsecured basis to invest the
borrowed funds in portfolio securities. This speculative technique is known as "leverage." The Fund may borrow only
from banks. Under current regulatory requirements, borrowings can be made only to the extent that the value of the
Fund's assets, less its liabilities other than borrowings, is equal to at least 300% of all borrowings (including
the proposed borrowing). If the value of the Fund's assets fails to meet this 300% asset coverage requirement, the
Fund will reduce its bank debt within three days to meet the requirement. To do so, the Fund might have to sell a
portion of its investments at a disadvantageous time.

The Fund will pay interest on these loans, and that interest expense will raise the overall expenses of the
Fund and reduce its returns. If it does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. Additionally, the Fund's net asset value per share might fluctuate more than that of funds that
do not borrow. Currently, the Fund does not contemplate using this technique, but if it does so, it will not likely
do so to a substantial degree.

? Derivatives. The Fund can invest in a variety of derivative investments to seek income for liquidity
needs or for hedging purposes. Some derivative investments the Fund can use are the hedging instruments described
below in this Statement of Additional Information. However, the Fund does not use, and does not currently
contemplate using, derivatives or hedging instruments to a significant degree.

Some of the derivative investments the Fund can use include debt exchangeable for common stock of an issuer
or "equity-linked debt securities" of an issuer. At maturity, the debt security is exchanged for common stock of the
issuer or it is payable in an amount based on the price of the issuer's common stock at the time of maturity. Both
alternatives present a risk that the amount payable at maturity will be less than the principal amount of the debt
because the price of the issuer's common stock might not be as high as the Manager expected.

? Hedging. Although the Fund does not anticipate the extensive use of hedging instruments, the Fund can use
them. It is not required to do so in seeking its goal. 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:
? sell futures contracts,
? buy puts on such futures or on securities, or
? write covered calls on securities or futures. Covered calls can also be used to seek 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:
? buy futures, or
? buy calls on such futures or on securities.
The Fund's strategy of hedging with futures and options on futures will be incidental to the Fund's
activities in the underlying cash market. The particular hedging instruments the Fund can use are described below.
The Fund may employ new hedging instruments and strategies when they are developed, if those investment methods are
consistent with the Fund's investment objective and are permissible under applicable regulations governing the Fund.

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

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

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

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.

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

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

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

? Writing Covered Call Options. The Fund can 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, for certain types of calls, the call may be covered by segregating liquid assets to enable
the Fund to satisfy its obligations if the call is exercised. Up to 25% of the Fund's total assets may be subject to
calls the Fund writes.

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

When the Fund writes a call on an index, it receives cash (a premium). If the buyer of the call exercises
it, the Fund will pay an amount of cash equal to the difference between the closing price of the call and the
exercise price, multiplied by 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 bank, 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 any OTC option it holds, unless the
option is subject to a buy-back agreement by the executing broker.

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

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

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

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

When writing a put option on a security, to secure its obligation to pay for the underlying security the
Fund will 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 segregated 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.

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

The Fund can buy puts whether or not it holds the underlying investment in its portfolio. When the Fund
purchases a put, it pays a premium and, except as to puts on indices, has the right to sell the underlying
investment to a seller of a put on a corresponding investment during the put period at a fixed exercise price.

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

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

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

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

? 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 a segregated 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.
This is known as a "cross-hedging" strategy. 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 a segregated account with the Fund's custodian bank.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

However, to avoid excess transactions and transaction costs, the Fund may maintain a net exposure to
forward contracts in excess of the value of the Fund's portfolio securities or other assets denominated in foreign
currencies if the excess amount is "covered" by liquid securities denominated in any currency. The cover must be at
least equal at all times to the amount of that excess. As one alternative, the Fund may purchase a call option
permitting the Fund to purchase the amount of foreign currency being hedged by a forward sale contract at a price no
higher than the forward contract price. As another alternative, the Fund may purchase a put option permitting the
Fund to sell the amount of foreign currency subject to a forward purchase contract at a price as high or higher than
the forward contact price.

The precise matching of the amounts under forward contracts and the value of the securities involved
generally will not be possible because the future value of securities denominated in foreign currencies will change
as a consequence of market movements between the date the forward contract is entered into and the date it is sold.
In some cases the 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.

? Regulatory Aspects of Hedging Instruments. When using futures and options on futures, the Fund
is required to operate within certain guidelines and restrictions with respect to the use of futures as established
by the Commodities Futures Trading Commission (the "CFTC"). In particular, the Fund is exempted from registration
with the CFTC as a "commodity pool operator" if the Fund complies with the requirements of Rule 4.5 adopted by the
CFTC. The Rule does not limit the percentage of the Fund's assets that may be used for futures margin and related
options premiums for a bona fide hedging position. However, under the Rule, the Fund must limit its aggregate
initial futures margin and related options premiums to not more than 5% of the Fund's net assets for hedging
strategies that are not considered bona fide hedging strategies under the Rule. Under the Rule, the Fund must also
use short futures and options on futures solely for bona fide hedging purposes within the meaning and intent of the
applicable provisions of the Commodity Exchange Act.

Transactions in options by the Fund are subject to limitations established by the option exchanges. The
exchanges limit the maximum number of options that may be written or held by a single investor or group of investors
acting in concert. Those limits apply regardless of whether the options were written or purchased on the same or
different exchanges or are held in one or more accounts or through one or more different exchanges or through one or
more brokers. Thus, the number of options that the Fund may write or hold may be affected by options written or held
by other entities, including other investment companies having the same adviser as the Fund (or an adviser that is
an affiliate of the Fund's adviser). 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 liquid assets in an
amount equal to the market value of the securities underlying the future, less the margin deposit applicable to it.

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

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

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

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

? Temporary Defensive Investments. When market 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 reinvest cash received from the sale of other portfolio
securities. The Fund can buy:
|_| high-quality (rated in the top rating categories of nationally-recognized rating organizations or deemed by
the Manager to be of comparable quality), short-term money market instruments, including those issued
by the U. S. Treasury or other government agencies,
|_| commercial paper (short-term, unsecured, promissory notes of domestic or foreign companies) rated in the
top rating category of a nationally recognized rating organization,
|_| debt obligations of corporate issuers, rated investment grade (rated at least Baa by Moody's Investors
Service, Inc. or at least BBB by Standard & Poor's Corporation, 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,
|_| preferred stocks,
|_| certificates of deposit and bankers' acceptances of domestic and foreign banks and savings and loan
associations, and
|_| 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.

Investment Restrictions

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

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

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

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

? The Fund cannot invest in companies for the purpose of acquiring control or management of them.

? The Fund cannot lend money. However, it can invest in publicly distributed debt securities that the
Fund's investment policies and restrictions permit it to purchase. The Fund may also lend its portfolio securities
and enter into repurchase agreements.

? The Fund cannot concentrate investments. That means it cannot invest 25% or more of its total assets in
companies in any one industry. Obligations of the U.S. government, its agencies and instrumentalities are not
considered to be part of an "industry" for the purposes of this restriction.

? The Fund cannot purchase securities on margin. However, the Fund may make margin deposits in connection
with any of the hedging instruments permitted by any of its other fundamental policies.

? The Fund cannot invest in real estate or in interests in real estate. However, the Fund can purchase
readily-marketable securities of companies holding real estate or interests in real estate.

? The Fund cannot make short sales of securities except "short sales against-the-box."

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

? The Fund cannot invest in or hold securities of any issuer if officers and Trustees or directors of the
Fund or the Manager individually beneficially own more than 1/2 of 1% of the securities of that issuer and together
own more than 5% of the securities of that issuer.

? The Fund cannot invest in other open-end investment companies or invest more than 5% of its net assets in
closed-end investment companies, including small business investment companies. The Fund cannot make any such
investment at commission rates in excess of normal brokerage commissions.

? The Fund cannot invest in interests in oil, gas or other mineral exploration or development programs.

? The Fund cannot pledge, mortgage or hypothecate any of its assets. However, this does not prohibit the
escrow arrangements contemplated by the put and call activities of the Fund or other collateral or margin
arrangements in connection with any of the hedging instruments permitted by any of its other policies.

|_| 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 derivates, hedging instruments, options or futures.

Another fundamental policy adopted by the Fund permits it to invest all of its assets in the securities of
a single open-end management investment company for which the Manager, one of its subsidiaries or a successor is the
investment adviser or sub-adviser. That fund must have substantially the same fundamental investment objective,
policies and limitations as the Fund. This policy would permit the Fund to adopt a "master-feeder" structure. Under
that structure, the Fund would be a "feeder" fund and would invest all of its assets in a single pooled "master
fund" in which other feeder funds could also invest. This could enable the Fund to take advantage of potential
operational and cost efficiencies in the master-feeder structure. The Fund has no present intention of adopting the
master-feeder structure. If it did so, the Prospectus and this Statement of Additional Information would be revised
accordingly.

Unless the Prospectus or this Statement of Additional Information states that a percentage restriction
applies on an on-going basis, it applies only at the time the Fund makes an investment. The Fund need not sell
securities to meet the percentage limits if the value of the investment increases in proportion to the size of the
Fund.

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

How the Fund is Managed

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

The Fund is governed by a Board of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. The Trustees meet periodically throughout the year to oversee the Fund's
activities, review its performance, and review the actions of the Manager. Although the Fund will not normally hold
annual meetings of its shareholders, it may hold shareholder meetings from time to time on important matters, and
shareholders have the right to call a meeting to remove a Trustee or to take other action described in the Fund's
Declaration of Trust.

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

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

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

Meetings of Shareholders. As a Massachusetts business trust, the Fund is not required to hold, and does not plan to
hold, regular annual meetings of shareholders. The Fund will hold meetings when required to do so by the Investment
Company Act or other applicable law. It will also do so when a shareholder meeting is called by the Trustees or upon
proper request of the shareholders.

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

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

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

Board of Trustees and Oversight Committees. The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders under Massachusetts law. The Trustees meet periodically throughout the year
to oversee the Fund's activities, review its performance, and review the actions of the Manager. Although the Fund
will not normally hold annual meetings of its shareholders, it may hold shareholder meetings from time to time on
important matters, and shareholders have the right to call a meeting to remove a Trustee or to take other action
described in the Fund's Declaration of Trust.

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

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

The members of the Proxy Committee are Edward Regan (Chairman), Russell Reynolds and Clayton Yeutter. The
Proxy Committee held one meeting during the Fund's fiscal year ended August 31, 2002. The Proxy Committee provides
the Board with recommendations for proxy voting and monitors proxy voting by the Fund.

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

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

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

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

Messrs. Murphy, Masterson, Molleur, Turner, Vottiero, Wixted and Zack, and Mses. Bechtolt, Feld and Ives
and respectively hold the same offices with one or more of the other Board I Funds as with the Fund. As of
September 26, 2002, the Trustees and officers of the Fund, as a group, owned of record or beneficially less than 1%
of each class of shares of the Fund. The foregoing statement does not reflect ownership of shares of the Fund held
of record by an employee benefit plan for employees of the Manager, other than the shares beneficially owned under
the plan by the officers of the Fund listed above. In addition, each Independent Trustee, and his or her family
members, do not own securities of either the Manager or Distributor of the Board I Funds or any person directly or
indirectly controlling, controlled by or under common control with the Manager or Distributor.

|X| Affiliated Transactions and Material Business Relationships. Mr. Reynolds has reported he has a controlling
interest in The Directorship Search Group, Inc. ("The Directorship Search Group"), a director recruiting firm that
provided consulting services to Massachusetts Mutual Life Insurance Company (which controls the Manager) for fees
aggregating $110,000 from January 1, 2000 through December 31, 2001, an amount representing less than 5% of the
annual revenues of The Directorship Search Group, Inc. Mr. Reynolds estimates that The Directorship Search Group
will bill Massachusetts Mutual Life Insurance Company $150,000 for services to be provided during the calendar year
2002.

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

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

- ---------------------------------------------------------------------------------------------------------------------------
Independent Trustees
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Name, Address, Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range Aggregate
Dollar Range
of Shares
Beneficially
Owned in any
of Shares of the
Position(s) Held with Beneficially Oppenheimer
Fund and Length of Trusteeships/Directorships Held by Trustee / Number of Owned in the Funds Overseen
Service Portfolios in Fund Complex Currently Overseen by Trustee Fund by Trustee
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------------------------
As of December 31, 2001
- -------------------------- --------------------------------------------------------------- --------------------------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Leon Levy, Chairman of General Partner (since 1982) of Odyssey Partners, L.P. $0 None
the Board of Trustees (investment partnership) and Chairman of the Board (since
Trustee since 1959 1981) of Avatar Holdings, Inc. (real estate development).
Age: 76 Oversees 31 portfolios in the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Robert G. Galli, A trustee or director of other Oppenheimer funds. Formerly $0 Over $100,000
Trustee since 1993 Vice Chairman (October 1995-December 1997) of the Manager.
Age: 69 Oversees 41 portfolios in the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Phillip A. Griffiths, The Director (since 1991) of the Institute for Advanced $0 Over $100,000
Trustee since 1999 Study, Princeton, N.J., director (since 2001) of GSI Lumonics
Age: 63 and a member of the National Academy of Sciences (since
1979); formerly (in descending chronological order) a
director of Bankers Trust Corporation, Provost and Professor
of Mathematics at Duke University, a director of Research
Triangle Institute, Raleigh, N.C., and a Professor of
Mathematics at Harvard University. Oversees 31 portfolios in
the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Benjamin Lipstein, Professor Emeritus of Marketing, Stern Graduate School of $1-$10,000 Over $100,000
Trustee since 1974 Business Administration, New York University. Oversees 31
Age: 79 portfolios in the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Joel W. Motley, Director (January 2002-present), Columbia Equity Financial None1 None1
Trustee since 2002 Corp. (privately-held financial adviser); Managing Director
Age: 50 (January 2002-present), Carmona Motley, Inc. (privately-held
financial adviser); Formerly he held the following positions:
Managing Director (January 1998-December 2001), Carmona
Motley Hoffman Inc. (privately-held financial adviser);
Managing Director (January 1992-December 1997), Carmona
Motley & Co. (privately-held financial adviser). Oversees 31
portfolios in the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Elizabeth B. Moynihan, Author and architectural historian; a trustee of the Freer
Trustee since 1992 Gallery of Art and Arthur M. Sackler Gallery (Smithsonian
Age: 72 Institute), Trustees Council of the National Building Museum;
a member of the Trustees Council, Preservation League of New $0 $50,001-$100,000
York State. Oversees 31 portfolios in the OppenheimerFunds
complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Kenneth A. Randall, A director of Dominion Resources, Inc. (electric utility $0 Over $100,000
Trustee since 1980 holding company) and Prime Retail, Inc. (real estate
Age: 75 investment trust); formerly a director of Dominion Energy,
Inc. (electric power and oil & gas producer), President and
Chief Executive Officer of The Conference Board, Inc.
(international economic and business research) and a director
of Lumbermens Mutual Casualty Company, American Motorists
Insurance Company and American Manufacturers Mutual Insurance
Company. Oversees 31 portfolios in the OppenheimerFunds
complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Edward V. Regan, President, Baruch College, CUNY; a director of RBAsset (real $1-$10,000 $50,001-$100,000
Trustee since 1993 estate manager); a director of OffitBank; formerly Trustee,
Age: 72 Financial Accounting Foundation (FASB and GASB), Senior
Fellow of Jerome Levy Economics Institute, Bard College,
Chairman of Municipal Assistance Corporation for the City of
New York, New York State Comptroller and Trustee of New York
State and Local Retirement Fund. Oversees 31 investment
companies in the OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Russell S. Reynolds, Jr., Chairman (since 1993) of The Directorship Search Group, Inc. $0 $10,001-$50,000
Trustee since 1989 (corporate governance consulting and executive recruiting); a
Age: 70 life trustee of International House (non-profit educational
organization), and a trustee (since 1996) of the Greenwich
Historical Society. Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Donald W. Spiro, Vice Chairman Emeritus (since January 1991) of the Manager. Over $100,000 Over $100,000
Chairman of the Board of
Trustees, Formerly a director (January 1969-August 1999) of the
Trustee since 1985 Manager. Oversees 31 portfolios in the OppenheimerFunds
Age: 76 complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Clayton K. Yeutter, Of Counsel (since 1993), Hogan & Hartson (a law firm). Other $0 $50,001-$100,000
Trustee since 1991 directorships: Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Oversees 31 portfolios in the
OppenheimerFunds complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------

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

- ---------------------------------------------------------------------------------------------------------------------------
Interested Trustee and Officer
- ---------------------------------------------------------------------------------------------------------------------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
Name, Address, Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range Aggregate
Dollar Range
of Shares
of Shares Owned in any
Position(s) Held with Beneficially of the
Fund and Length of Trusteeships/Directorships Held by Trustee / Number of Owned in the Oppenheimer
Service Portfolios in Fund Complex Currently Overseen by Trustee Fund Funds
- -------------------------- --------------------------------------------------------------- --------------- ----------------
- -------------------------- --------------------------------------------------------------- --------------------------------
As of December 31, 2001
- -------------------------- --------------------------------------------------------------- --------------------------------
- -------------------------- --------------------------------------------------------------- --------------- ----------------
John V. Murphy, Chairman, Chief Executive Officer and director (since June
President and Trustee, 2001) and President (since September 2000) of the Manager; $0 Over $100,000
Trustee since October President and a director or trustee of other Oppenheimer
2001 funds; President and a director (since July 2001) of
Age: 53 Oppenheimer Acquisition Corp. (the Manager's parent holding
company) and of Oppenheimer Partnership Holdings, Inc. (a
holding company subsidiary of the Manager); a director (since
November 2001) of OppenheimerFunds Distributor, Inc. (a
subsidiary of the Manager); Chairman and a director (since
July 2001) of Shareholder Services, Inc. and of Shareholder
Financial Services, Inc. (transfer agent subsidiaries of the
Manager); President and a director (since July 2001) of
OppenheimerFunds Legacy Program (a charitable trust program
established by the Manager); a director of the investment
advisory subsidiaries of the Manager: OFI Institutional Asset
Management, Inc. and Centennial Asset Management Corporation
(since November 2001), HarbourView Asset Management
Corporation and OFI Private Investments, Inc. (since July
2001); President (since November 1, 2001) and a director
(since July 2001) of Oppenheimer Real Asset Management, Inc.;
a director (since November 2001) of Trinity Investment
Management Corp. and Tremont Advisers, Inc. (Investment
advisory affiliates of the Manager); Executive Vice President
(since February 1997) of Massachusetts Mutual Life Insurance
Company (the Manager's parent company); a director (since
June 1995) of DBL Acquisition Corporation; formerly, Chief
Operating Officer (September 2000-June 2001) of the Manager;
President and trustee (November 1999-November 2001) of MML
Series Investment Fund and MassMutual Institutional Funds
(open-end investment companies); a director (September
1999-August 2000) of C.M. Life Insurance Company; President,
Chief Executive Officer and director (September 1999-August
2000) of MML Bay State Life Insurance Company; a director
(June 1989-June 1998) of Emerald Isle Bancorp and Hibernia
Savings Bank (a wholly-owned subsidiary of Emerald Isle
Bancorp). Oversees 69 portfolios in the OppenheimerFunds
complex.
- -------------------------- --------------------------------------------------------------- --------------- ----------------

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

- ---------------------------------------------------------------------------------------------------------------------------
Officers of the Fund
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Name, Address, Age, Position(s) Principal Occupation(s) During Past 5 Years
Held with Fund and Length of
Service
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
James F. Turner, II, Vice Vice President and Portfolio Manager of the Manager since March 2001; an officer of 3
President and Portfolio Manager portfolios in the OppenheimerFunds complex; formerly portfolio manager for Technology
since Crossover Ventures (May 2000 - March 2001); Assistant Vice President and Associate
Age: 35 Portfolio Manager of the Manager (August 1999 - May 2000); securities analyst for the
Manager (October 1996 - August 1999); and a securities analyst with First of America
Investment Corporation (May 1994 - October 1996).
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
Treasurer, Principal Financial (since March 1999) of HarbourView Asset Management Corporation, Shareholder Services,
and Accounting Officer (since Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services,
April 1999) Inc., Oppenheimer Partnership Holdings, Inc., OFI Private Investments, Inc. (since
Age: 42 March 2000), OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since May 2000) and OFI Institutional Asset Management, Inc. (since November 2000)
(offshore fund management subsidiaries of the Manager); Treasurer and Chief Financial
Officer (since May 2000) of Oppenheimer Trust Company (a trust company subsidiary of
the Manager); Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp.
and OppenheimerFunds Legacy Program (since April 2000); formerly Principal and Chief
Operating Officer (March 1995-March 1999), Bankers Trust Company-Mutual Fund Services
Division. An officer of 85 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Philip Vottiero, Vice President/Fund Accounting of the Manager (since March 2002; formerly Vice
Assistant Treasurer (since President/Corporate Accounting of the Manager (July 1999-March 2002) prior to which he
August 15, 2002) was Chief Financial Officer at Sovlink Corporation (April 1996-June 1999). An officer
Age: 39 of 72 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Robert G. Zack, Senior Vice President (since May 1985) and General Counsel (since February 2002) of
Secretary (since November 1, the Manager; General Counsel and a director (since November 2001) of OppenheimerFunds
2001) Distributor, Inc.; Senior Vice President and General Counsel (since November 2001) of
Age: 54 HarbourView Asset Management Corporation; Vice President and a director (since
November 2000) of Oppenheimer Partnership Holdings, Inc.; Senior Vice President,
General Counsel and a director (since November 2001) of Shareholder Services, Inc.,
Shareholder Financial Services, Inc., OFI Private Investments, Inc., Oppenheimer Trust
Company and OFI Institutional Asset Management, Inc.; General Counsel (since November
2001) of Centennial Asset Management Corporation; a director (since November 2001) of
Oppenheimer Real Asset Management, Inc.; Assistant Secretary and a director (since
November 2001) of OppenheimerFunds International Ltd.; Vice President (since November
2001) of OppenheimerFunds Legacy Program; Secretary (since November 2001) of
Oppenheimer Acquisition Corp.; formerly Acting General Counsel (November 2001-February
2002) and Associate General Counsel (May 1981-October 2001) of the Manager; Assistant
Secretary of Shareholder Services, Inc. (May 1985-November 2001), Shareholder
Financial Services, Inc. (November 1989-November 2001); OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (October 1997-November 2001). An officer of
85 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Philip T. Masterson, Vice President and Assistant Counsel of the Manager (since July 1998); formerly, an
Assistant Secretary
(since August 15, 2002) associate with Davis, Graham, & Stubbs LLP (January 1997-June 1998). An officer of 72
Age: 38 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since July 1999); formerly a Vice
Assistant Secretary
(since November 1, 2001) President and Associate Counsel of the Manager (September 1995-July 1999). An officer
Age: 44 of 82 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel (since July 1999) of the Manager; Vice President
Assistant Secretary (since June 1990) of OppenheimerFunds Distributor, Inc.; Director, Vice President and
(since November 1, 2001) Assistant Secretary (since June 1999) of Centennial Asset Management Corporation; Vice
Age: 44 President (since 1997) of Oppenheimer Real Asset Management, Inc.; formerly Vice
President and Associate Counsel of the Manager (June 1990-July 1999). An officer of 85
portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------
- ---------------------------------- ----------------------------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel (since June 1998) of the Manager; Vice President
Assistant Secretary (since 1999) of OppenheimerFunds Distributor, Inc.; Vice President and Assistant
(since November 1, 2001) Secretary (since 1999) of Shareholder Services, Inc.; Assistant Secretary (since
Age: 36 December 2001) of OppenheimerFunds Legacy Program and Shareholder Financial Services,
Inc.; formerly Assistant Vice President and Assistant Counsel of the Manager (August
1997-June 1998); Assistant Counsel of the Manager (August 1994-August 1997). An
officer of 85 portfolios in the OppenheimerFunds complex.
- ---------------------------------- ----------------------------------------------------------------------------------------

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

======================================================================================================================================
As of Fiscal Year Ended 8/31/02 As of December 31, 2001

Trustee Name and
Other Fund
Position(s)
(as applicable)
---------------------------------------------------------------------------------------------------
Estimated Total Compensation
Annual From All
Retirement Retirement Oppenheimer
Benefits Benefits Paid at Funds For Which
Aggregate Accrued as Retirement from Individual Serves
Compensation Part of Fund all Board I Funds As Trustee/Director
from Fund1 Expenses (33 funds)2 (33 Funds)
=========================
======================================================================================================================================
Leon Levy 1,743 488 137,560 173,700
Chairman
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Robert G. 1,061 1,444 32,7662 202,8863
Galli
Study Committee Member
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Phillip Griffiths 5974 381 6,803 54,889
- --------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Benjamin Lipstein 1,507 0 118,911 150,152
Study Committee Chairman, Audit
Committee Member
- --------------------------------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------
Joel W. Motley6 0 0 0 0
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Elizabeth B. Moynihan Study 1,061 1,865 52,348 105,760
Committee Member
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Kenneth A. Randall 974 1,135 76,827 97,012
Audit Committee Chairman
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Edward Regan 963 1,977 42,748 95,960
Proxy Committee Chairman, Audit
Committee Member
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Russell S. Reynolds, Jr. Proxy 721 1,223 46,197 71,792
Committee Member
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Donald Spiro 726 459 3,625 64,080
- --------------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------------
Clayton K. 7215 933 31,982 71,792
Yeutter Proxy
Committee Member
======================================================================================================================================
(1) Aggregate compensation from the Fund includes fees and deferred compensation, if any.
(2) Estimated annual retirement benefits paid at retirement is based on a straight life payment plan election. The
amount for Mr. Galli includes $14,818 for serving as a trustee or director of 10 Oppenheimer funds that are not
Board I Funds.
(3) Includes $97,126 for Mr. Galli for serving as trustee or director of 10 Oppenheimer funds that are not Board I
Funds.
(4) Aggregate compensation from the Fund includes $597 deferred under Deferred Compensation
Plan described below.
(5) Aggregate compensation from the Fund includes $180 deferred under Deferred Compensation
Plan described below.
(6) Elected to the Board on October 10, 2002 and therefore did not receive any compensation.

|X| Retirement Plan for Trustees. The Fund has adopted a retirement plan that provides for payments to
retired Trustees. Payments are up to 80% of the average compensation paid during a Trustee's five years of service
in which the highest compensation was received. A Trustee must serve as trustee for any of the New York-based
Oppenheimer funds for at least 15 years to be eligible for the maximum payment. Each Trustee's retirement benefits
will depend on the amount of the Trustee's future compensation and length of service. Therefore the amount of those
benefits cannot be determined at this time, nor can we estimate the number of years of credited service that will be
used to determine those benefits.

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

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

|X| Major Shareholders. As of September 26, 2002, the only persons who owned of record or was known by the
Fund to own beneficially 5% or more of any class of the Fund's outstanding shares was:

Charles Schwab & Co Inc., Special Custody Account for the exclusive benefit of its customers, Attn: Mutual Funds,
101 Montgomery Street, San Francisco, California 94104-4122, which onwed 919,462.407 Class A shares (8.13% of the
Class A shares then outstanding).

William C Cox TR, Integrys Holdings LLC, 401k Plan, 1 Marcus Drive, Suite 1, Greenville, South Carolina 29615-4818,
which owned 3,298.412 Class N shares (6.3% of the Class N shares then outstanding).

Resources Trust Company, FBO John Terry Ziegler, P.O. Box 5900, Denver, Colorado 80217-5900, which owned 4,792.225
Class N shares (9.16% of the Class N shares then outstanding).

Uni-Heartous Pet Products USA I, 401(K) Plan, Attn: Perry Davids, 144 North Canal Street, Seattle,
Washington 98103-8617, which owned 9,960.706 Class N shares (19.05% of the Class N shares then outstanding).

Radiology Practice Management, 401(K) Plan, Attn: Rosa Faciane, 100 Oceangate, Suite 1000, Long Beach, California
90802-4347, which owned 3,847.208 Class N shares (7.35% of the Class N shares then outstanding).

George O'Neal & Wayne Freeman TR, Triangle Family Services Inc. 403b, 116 North West Street, Suite 250, Raleigh,
North Carolina 27603-1773, which owned 3,683.297 Class N shares (7.04% of the Class N shares then outstanding).

Raymond James & Associates Inc., David Lee Archie IRA, PO Box 114, Fort Mill, South Carolina 29716-0114, which
owned 2,746.151 Class N shares (5.25% of the Class N shares then outstanding).

Cheri Follese TR, Golden Valley Heating & Air Conditioning BDA, FBO Brian Follese, 8691 North Shore,
Forest Lake, Minnesota 55025-8346, which owned 3,365.353 Class N shares (6.43% of the Class N shares then
outstanding).

Cheri Follese TR, Golden Valley Heating & Air Conditioning BDA, FBO Brian Follese, 8691 North Shore,
Forest Lake, Minnesota 55025-8346, which owned 3,185.16 Class N shares (6.09% of the Class N shares then
outstanding).

Sheldon Nitzky TR, Second Avenue Design, 737 West 2nd Avenue, Mesa, Arizona 85210-1205, which owned 3,233.131 Class
N shares (6.18% of the Class N shares then outstanding).

Persumma Financial Services Mass Mutual Financial Group, 1295 State Street # N328, Springfield, Massachusetts
01111-0001, which owned 337,795.806 Class Y shares (18.71% of the Class Y shares then outstanding).

Massachusetts Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111-0001, which owned
528,969.856 Class Y shares (29.29% of the Class Y shares then outstanding).

The Manager. The Manager is wholly-owned by Oppenheimer Acquisition Corp., a holding company controlled by
Massachusetts Mutual Life Insurance Company.

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

The Code of Ethics is an exhibit to the Fund's registration statement filed with the Securities and Exchange
Commission and can be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. You can obtain
information about the hours of operation of the Public Reference Room by calling the SEC at 1-202-942-8090. The Code
of Ethics can also be viewed as part of the Fund's registration statement on the SEC's EDGAR database at the SEC's
Internet web site at http://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.

? 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 Equity 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.

------------------------------------- ----------------------------------------------------------------------------
Fiscal Year ended 8/31: Management Fees Paid to OppenheimerFunds, Inc.
------------------------------------- ----------------------------------------------------------------------------
------------------------------------- ----------------------------------------------------------------------------
2000 $6,818,023
------------------------------------- ----------------------------------------------------------------------------
------------------------------------- ----------------------------------------------------------------------------
2001 $4,458,148
------------------------------------- ----------------------------------------------------------------------------
------------------------------------- ----------------------------------------------------------------------------
2002 $2,163,797
------------------------------------- ----------------------------------------------------------------------------

The investment advisory agreement states that in the absence of willful misfeasance, bad faith, gross
negligence in the performance of its duties or reckless disregard of its obligations and duties under the investment
advisory agreement, the Manager is not liable for any loss the Fund sustains for any investment, adoption of any
investment policy, or the purchase, sale or retention of any security.

The agreement permits the Manager to act as investment 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.

Brokerage Policies of the Fund

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

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

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

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

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

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

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

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

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

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

---------------------------------- -----------------------------------------------------------------------
Fiscal Year Ended 8/31: Total Brokerage Commissions Paid by the Fund1
---------------------------------- -----------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------
2000 $528,199
---------------------------------- -----------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------
2001 $1,105,195
---------------------------------- -----------------------------------------------------------------------
---------------------------------- -----------------------------------------------------------------------
2002 $839,6212
---------------------------------- -----------------------------------------------------------------------
1. Amounts do not include spreads or commissions on principal transactions on a net trade basis.
2. In the fiscal year ended 8/31/02, the amount of transactions directed to brokers for research services
was $101,225,857, and the amount of the commissions paid to broker-dealers for those services was $133,963.

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

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

------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
Aggregate Class A Concessions on Concessions on Concessions on Concessions on
Fiscal Year Front-End Sales Front-End Sales Class A Shares Class B Shares Class C Shares Class N Shares
Ended 8/31: Charges on Charges Advanced by Advanced by Advanced by Advanced by
Class A Shares Retained by Distributor1 Distributor1 Distributor1 Distributor1
Distributor2
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
2000 $1,323,613 $289,908 $421,613 $1,224,007 $82,028 N/A
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
2001 $1,067,201 $271,756 $192,882 $1,250,272 $89,421 $857
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
2002 $387,728 $99,207 $82,176 $373,431 $26,893 $4,188
------------- ----------------- ----------------- ---------------- ------------------ ------------------ -----------------
1. The Distributor advances concession payments to dealers for certain sales of Class A shares and for sales of
Class B and Class C shares from its own resources at the time of sale.
2. Includes amounts retained by a broker/dealer that is an affiliate of the Distributor.

------------------ ------------------------ ------------------------ ----------------------- ----------------------
Class A Contingent Class B Contingent Class C Contingent Class N Contingent
Fiscal Year Deferred Sales Charges Deferred Sales Charges Deferred Sales Deferred Sales
Ended 8/31: Retained by Distributor Retained by Distributor Charges Retained by Charges Retained by
Distributor Distributor
------------------ ------------------------ ------------------------ ----------------------- ----------------------
------------------ ------------------------ ------------------------ ----------------------- ----------------------
2000 $3,449 $258,615 $22,218 N/A
------------------ ------------------------ ------------------------ ----------------------- ----------------------
------------------ ------------------------ ------------------------ ----------------------- ----------------------
2001 $7,859 $299,023 $8,841 $0
------------------ ------------------------ ------------------------ ----------------------- ----------------------
------------------ ------------------------ ------------------------ ----------------------- ----------------------
2002 $8,896 $324,270 $5,461 $6
------------------ ------------------------ ------------------------ ----------------------- ----------------------

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

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

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

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

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

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

|X| Class A Service Plan Fees. Under the Class A service plan, the Distributor currently uses the fees it
receives from the Fund to pay brokers, dealers and other financial institutions (they are referred to as
"recipients") for personal services and account maintenance services they provide for their customers who hold Class
A shares. The services include, among others, answering customer inquiries about the Fund, assisting in establishing
and maintaining accounts in the Fund, making the Fund's investment plans available and providing other services at
the request of the Fund or the Distributor. While the plan permits the Board to authorize payments to the
Distributor to reimburse itself for services under the plan, the Board has not yet done so. The Distributor makes
payments to plan recipients quarterly at an annual rate not to exceed 0.25% of the average annual net assets
consisting of Class A shares held in the accounts of the recipients or their customers. With respect to purchases of
Class A shares subject to a contingent deferred sales charge by certain retirement plans that purchased such shares
prior to March 1, 2001 ("grandfathered retirement accounts"), the Distributor currently intends to pay the service
fee to Recipients in advance for the first year after the shares are purchased. After the first year shares are
outstanding, the Distributor makes service fee payments to Recipients quarterly on those shares. The advance
payment is based on the net asset value of shares sold. Shares purchased by exchange do not qualify for the advance
service fee payment. If Class A shares purchased by grandfathered retirement accounts are redeemed during the first
year after their purchase, the Recipient of the service fees on those shares will be obligated to repay the
Distributor a pro rata portion of the advance payment of the service fee made on those shares.

For the fiscal year ended August 31, 2002 payments under the Class A Plan totaled $398,484, all of which was
paid by the Distributor to recipients. That included $23,531 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 the Class A Plan to pay any of its
interest expenses, carrying charges, or other financial costs, or allocation of overhead.

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

The Class B, Class C and the Class N plans permit the Distributor to retain both the asset-based sales
charges and the service fees or to pay recipients the service fee on a quarterly basis, without payment in advance.
However, the Distributor currently intends to pay the service fee to recipients in advance for the first year after
the shares are purchased. After the first year shares are outstanding, the Distributor makes service fee payments
quarterly on those shares. The advance payment is based on the net asset value of shares sold. Shares purchased by
exchange do not qualify for the advance service fee payment. If 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.

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

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

The asset-based sales charges on Class B, Class C and Class N shares allow investors to buy shares without
a front-end sales charge while allowing the Distributor to compensate dealers that sell those shares. The Fund pays
the asset-based sales charges to the Distributor for its services rendered in distributing Class B, Class C and
Class N shares. The payments are made to the Distributor in recognition that the Distributor:

o pays sales concessions to authorized brokers and dealers at the time of sale and pays service fees as
described above,
o may finance payment of sales concessions and/or the advance of the service fee payment to recipients under
the plans, or may provide such financing from its own resources or from the resources of an affiliate,
o employs personnel to support distribution of Class B, Class C and Class N shares, and
o bears the costs of sales literature, advertising and prospectuses (other than those furnished to current
shareholders) and state "blue sky" registration fees and certain other distribution expenses.
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,
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,
may use the payments under the plan to include the Fund in various third-party distribution programs that
may increase sales of Fund shares,
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

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.

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

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

- --------------------------------------------------------------------------------------------------------------------
Distribution Fees Paid to the Distributor in the Fiscal Year Ended 8/31/02
- --------------------------------------------------------------------------------------------------------------------
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
Distributor's Distributor's
Total Aggregate Unreimbursed
Payments Amount Unreimbursed Expenses as %
Under Retained by Expenses of Net Assets
Class: Plan Distributor Under Plan of Class
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
Class B Plan $868,281 $682,3671 $1,511,741 2.87%
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
Class C Plan $185,875 $37,5992 $274,289 2.37%
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
Class N Plan $1,240 $1,199 $7,233 1.59%
- -------------------------- ------------------ -------------------- ----------------------- -------------------------
1. Includes $12,073 paid to an affiliate of the Distributor's parent company.
2. Includes $ 4,433 paid to an affiliate of the Distributor's parent company.

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.

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

Performance of the Fund

Explanation of Performance Terminology. The Fund uses a variety of terms to illustrate its investment performance.
Those terms include "cumulative total return," "average annual total return," "average annual total return at net
asset value" and "total return at net asset value." An explanation of how total returns are calculated is set forth
below. The charts below show the Fund's performance as of the Fund's most recent fiscal year end. You can obtain
current performance information by calling the Fund's Transfer Agent at 1-800-525-7048 or by visiting the
OppenheimerFunds Internet web site at http://www.oppenheimerfunds.com.

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

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

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

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

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

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

[OBJECT OMITTED]

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

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

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

[OBJECT OMITTED]

|_| 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 8/31/02
- -----------------------------------------------------------------------------------------------------------------------
- ----------------- ------------------------- ---------------------------------------------------------------------------
Cumulative Total Returns Average Annual Total Returns
(10 years or Life of
Class Class)
Of Shares
- ----------------- ------------------------- ---------------------------------------------------------------------------
- ----------------- ------------------------- ------------------------ -------------------------- -----------------------
5-Year 10-Year
1-Year (or life-of-class) (or life-of-class)
- ----------------- ------------------------- ------------------------ -------------------------- -----------------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
After Without After Without After Without After Without
Sales Sales Charge Sales Sales Charge Sales Sales Charge Sales Sales
Charge (NAV) Charge (NAV) Charge (NAV) Charge Charge
(MOP) (MOP) (MOP) (NAV)
(MOP)
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
Class A1 16.14% 23.23% -43.72% -40.28% -8.64% -7.55% 2.22% 3.11%
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
Class B2 17.89% 17.89% -43.68% -40.72% -8.52% -8.24% 2.44% 2.44%
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
Class C3 17.32% 17.32% -41.33% -40.73% -8.21% -8.21% 2.37% 2.37%
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
Class N4 -50.50% -50.00% -41.07% -40.47% -37.42% -37.00 N/A N/A
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
Class Y5 -55.46% -55.46% -40.07% -40.07% -21.08% -21.08% N/A N/A
- ----------------- ----------- ------------- ---------- ------------- ------------ ------------- ---------- ------------
1. Inception A: 11/07/95
2. Inception B: 11/07/95
3. Inception C: 11/07/95
4. Inception N: 03/01/01
5. Inception Y: 04/01/99

------------------------------------------------------------------------------------------------------------
Average Annual Total Returns for Class A Shares (After Sales Charge)
For the Periods Ended 8/31/021
------------------------------------------------------------------------------------------------------------
------------------------------------------ --------------------- --------------------- ---------------------
1-Year 5-Year 10-Year
(or life of class) (or life of class)
------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------ --------------------- --------------------- ---------------------
After Taxes on Distributions -43.72% -10.09% 0.62%
------------------------------------------ --------------------- --------------------- ---------------------
------------------------------------------ --------------------- --------------------- ---------------------
After Taxes on Distributions and -26.62% -6.41% 1.82%
Redemption of Fund Shares
------------------------------------------ --------------------- --------------------- ---------------------
1. Inception date of Class A: 11/7/95

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

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

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

Morningstar proprietary star rankings reflect historical risk-adjusted total investment return. For each
fund with at least a three-year history, Morningstar calculates a Morningstar Rating TM metric each month by
subtracting the return on a 90-day U.S. Treasury bill from the fund's load-adjusted return for the same period, and
then adjusting this excess return for risk. The top 10% of funds in each broad asset class receive 5 stars, the
next 22.5% receive 4 stars, the next 35% receive 3 stars, the next 22.5% receive 2 stars and the bottom 10% receive
1 star. The Overall Morningstar Rating for a fund is derived from a weighted average of the performance figures
associated with its three-, five- and ten-year (if applicable) Morningstar Ratings metrics.

The Fund may also compare its total return ranking to that of other funds in its Morningstar category, in
addition to its star ratings. Those total return rankings are percentages from one percent to one hundred percent
and are not risk adjusted. For example, if a fund is in the 94th percentile, that means that 94% of the funds in the
same category performed better than it did.

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

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

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

From time to time the Fund may include in its advertisements and sales literature the total return
performance of a hypothetical investment account that includes shares of the fund and other Oppenheimer funds. The
combined account may be part of an illustration of an asset allocation model or similar presentation. The account
performance may combine total return performance of the fund and the total return performance of other Oppenheimer
funds included in the account. Additionally, from time to time, the Fund's advertisements and sales literature may
include, for illustrative or comparative purposes, statistical data or other information about general or specific
market and economic conditions. That may include, for example,
o information about the performance of certain securities or commodities markets or segments of those
markets,
o information about the performance of the economies of particular countries or regions,
o the earnings of companies included in segments of particular industries, sectors, securities markets,
countries or regions,
o the availability of different types of securities or offerings of securities,
o information relating to the gross national or gross domestic product of the United States or other
countries or regions,
o comparisons of various market sectors or indices to demonstrate performance, risk, or other characteristics
of the Fund.

ABOUT YOUR ACCOUNT

How to Buy Shares

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

AccountLink. When shares are purchased through AccountLink, each purchase must be at least $25. Effective November
1, 2002, for any new Asset Builder Plan, each purchase through AccountLink must be at least $50 and shareholders
---
must invest at least $500 before an Asset Builder Plan can be established on a new account. Accounts established
prior to November 1, 2001 will remain at $25 for additional purchases. Shares will be purchased on the regular
business day the Distributor is instructed to initiate the Automated Clearing House ("ACH") transfer to buy the
shares. Dividends will begin to accrue on shares purchased with the proceeds of ACH transfers on the business day
the Fund receives Federal Funds for the purchase through the ACH system before the close of The New York Stock
Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier on certain days. If Federal Funds are
received on a business day after the close of the Exchange, the shares will be purchased and dividends will begin to
accrue on the next regular business day. The proceeds of ACH transfers are normally received by the Fund three days
after the transfers are initiated. If the proceeds of the ACH transfer are not received on a timely basis, the
Distributor reserves the right to cancel the purchase order. The Distributor and the Fund are not responsible for
any delays in purchasing shares resulting from delays in ACH transmissions.

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 Statement of Additional Information because the Distributor or
dealer or broker incurs little or no selling expenses.

|X| Right of Accumulation. To qualify for the lower sales charge rates that apply to larger purchases of
Class A shares, you and your spouse can add together:
o Class A and Class B shares you purchase for your individual accounts (including IRAs and 403(b) plans), or
for your joint accounts, or for trust or custodial accounts on behalf of your children who are
minors, and
o Current purchases of Class A and Class B shares of the Fund and other Oppenheimer funds to reduce the sales
charge rate that applies to current purchases of Class A shares, and
o Class A and Class B shares of Oppenheimer funds you previously purchased subject to an initial or
contingent deferred sales charge to reduce the sales charge rate for current purchases of Class A
shares, provided that you still hold your investment in one of the Oppenheimer funds.

A fiduciary can count all shares purchased for a trust, estate or other fiduciary account (including one or
more employee benefit plans of the same employer) that has multiple accounts. The Distributor will add the value, at
current offering price, of the shares you previously purchased and currently own to the value of current purchases
to determine the sales charge rate that applies. The reduced sales charge will apply only to current purchases. You
must request it when you buy shares.

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

Oppenheimer Bond Fund Oppenheimer Municipal Bond Fund
Oppenheimer California Municipal Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Capital Appreciation Fund Oppenheimer New York Municipal Fund
Oppenheimer Capital Preservation Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer Quest Balanced Value Fund
Oppenheimer Champion Income Fund Oppenheimer Quest Capital Value Fund, Inc.
Oppenheimer Convertible Securities Fund Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Developing Markets Fund Oppenheimer Quest Opportunity Value Fund
Oppenheimer Disciplined Allocation Fund Oppenheimer Quest Value Fund, Inc.
Oppenheimer Discovery Fund Oppenheimer Real Asset Fund
Oppenheimer Emerging Growth Fund Oppenheimer Rochester National Municipals
Oppenheimer Emerging Technologies Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Enterprise Fund Oppenheimer Small Cap Value Fund
Oppenheimer Europe Fund Oppenheimer Strategic Income Fund
Oppenheimer Global Fund Oppenheimer Total Return Fund, Inc.
Oppenheimer Global Growth & Income Fund Oppenheimer Trinity Core Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Growth Fund Oppenheimer Trinity Value Fund
Oppenheimer High Yield Fund Oppenheimer U.S. Government Trust
Oppenheimer International Bond Fund Oppenheimer Value Fund
Oppenheimer International Growth Fund Limited-Term New York Municipal Fund
Oppenheimer International Small Company Fund Rochester Fund Municipals
Oppenheimer Limited-Term Government Fund OSM1- Gartmore Millennium Growth Fund II
Oppenheimer Limited Term Municipal Fund OSM1 - Jennison Growth Fund
Oppenheimer Main Street Growth & Income Fund OSM1 - Mercury Advisors S&P 500 Index Fund
Oppenheimer Main Street Opportunity Fund OSM1 - Mercury Advisors Focus Growth Fund
Oppenheimer Main Street Small Cap Fund OSM1 - QM Active Balanced Fund
Oppenheimer MidCap Fund OSM1 - Salomon Brothers All Cap Fund
Oppenheimer Multiple Strategies Fund
And the following money market funds:

Centennial America Fund, L. P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Cash Reserves
Centennial Money Market Trust Oppenheimer Money Market Fund, Inc.
1 - "OSM" stands for Oppenheimer Select Managers

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

|X| Letters of Intent. Under a Letter of Intent, if you purchase Class A shares or Class A and Class B
shares of the Fund and other Oppenheimer funds during a 13-month period, you can reduce the sales charge rate that
applies to your purchases of Class A shares. The total amount of your intended purchases of both Class A and Class B
shares will determine the reduced sales charge rate for the Class A shares purchased during that period. You can
include purchases made up to 90 days before the date of the Letter. Letters of Intent do not consider Class C or
Class N shares you purchase or may have purchased.

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

A Letter enables an investor to count the Class A and Class B shares purchased under the Letter to obtain
the reduced sales charge rate on purchases of Class A shares of the Fund (and other Oppenheimer funds) that applies
under the Right of Accumulation to current purchases of Class A shares. Each purchase of Class A shares under the
Letter will be made at the offering price (including the sales charge) that applies to a single lump-sum purchase of
shares in the amount intended to be purchased under the Letter.

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

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

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

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

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

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

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

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

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

5. The shares eligible for purchase under the Letter (or the holding of which may be counted toward
completion of a Letter) include:
(a) Class A shares sold with a front-end sales charge or subject to a Class A contingent deferred sales charge,
(b) Class B shares of other Oppenheimer funds acquired subject to a contingent deferred sales charge, and
(c) Class A or Class B shares acquired by exchange of either (1) Class A shares of one of the other Oppenheimer
funds that were acquired subject to a Class A initial or contingent deferred sales charge or (2)
Class B shares of one of the other Oppenheimer funds that were acquired subject to a contingent
deferred sales charge.

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

Asset Builder Plans. To establish an Asset Builder Plan to buy shares directly from a bank account, you must enclose
a check (the minimum is $25) for the initial purchase with your application. Currently, the minimum investment is
$25 to establish an Asset Builder Plan, and will remain at $25 for those accounts established prior to November 1,
2002. However, as described above under "AccountLink," for Asset Builder Plans established on or after November 1,
2002, the minimum investment for new Asset Builder Plans will increase to $50, each purchase must be at least $50
and shareholders must invest at least $500 before an Asset Builder Plan can be established. Shares purchased by Asset
Builder Plan payments from bank accounts are subject to the redemption restrictions for recent purchases described
in the Prospectus. Asset Builder Plans are available only if your bank is an ACH member. Asset Builder Plans may not
be used to buy shares for OppenheimerFunds employer-sponsored qualified retirement accounts. Asset Builder Plans
also enable shareholders of Oppenheimer Cash Reserves to use their fund account to make monthly automatic purchases
of shares of up to four other Oppenheimer funds.

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

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

Retirement Plans. Certain types of retirement plans are entitled to purchase shares of the Fund without sales charge
or at reduced sales charge rates, as described in Appendix B to this Statement of Additional Information. Certain
special sales charge arrangements described in that Appendix apply to retirement plans whose records are maintained
on a daily valuation basis by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") or an independent record
keeper that has a contract or special arrangement with Merrill Lynch. If on the date the plan sponsor signed the
Merrill Lynch record keeping service agreement the plan has less than $3 million in assets (other than assets
invested in money market funds) invested in applicable investments, then the retirement plan may purchase only Class
B shares of the Oppenheimer funds. Any retirement plans in that category that currently invest in Class B shares of
the Fund will have their Class B shares converted to Class A shares of the Fund when the plan's applicable
investments reach $5 million. OppenheimerFunds has entered into arrangements with certain record keepers whereby the
Transfer Agent compensates the record keeper for its record keeping and account servicing functions that it performs
on behalf of the participant level accounts of a retirement plan. While such compensation may act to reduce the
record keeping fees charged by the retirement plan's record keeper, that compensation arrangement may be terminated
at any time, potentially affecting the record keeping fees charged by the retirement plan's record keeper.

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

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

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

The Distributor will not accept any order in the amount of $500,000 or more for Class B shares or $1
million or more for Class C shares on behalf of a single investor (not including dealer "street name" or omnibus
accounts). That is because generally it will be more advantageous for that investor to purchase Class A shares of
the Fund.

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

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

|X| Availability of Class N Shares. In addition to the description of the types of retirement plans which
may purchase Class N shares contained in the prospectus, Class N shares also are offered to the following:

o to all rollover IRAs (including SEP IRAs and SIMPLE IRAs),
o to all rollover contributions made to Individual 401(k) plans, Profit-Sharing Plans and Money Purchase
Pension Plans,
o to all direct rollovers from OppenheimerFunds-sponsored Pinnacle and Ascender retirement plans,
o to all trustee-to-trustee IRA transfers,
o to all 90-24 type 403(b) transfers,
o to Group Retirement Plans (as defined in Appendix _ to this Statement of Additional Information) which have
entered into a special agreement with the Distributor for that purpose,
o to Retirement Plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code, the
recordkeeper or the plan sponsor for which has entered into a special agreement with the
Distributor,
o to Retirement Plans of a plan sponsor where the aggregate assets of all such plans invested in the
Oppenheimer funds is $500,000 or more,
o to OppenheimerFunds-sponsored Ascender 401(k) plans that pay for the purchase with the redemption proceeds
of Class A shares of one or more Oppenheimer funds.
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.

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

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

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

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

Account Fees. As stated in the Prospectus, effective September 27, 2002, a $12 annual fee is charged on any account
valued at less than $500. This fee will not be charged for:
o Accounts that have balances below $500 due to the automatic conversion of shares from Class B to Class A
shares;
o Accounts with an active Asset Builder Plan, payroll deduction plan or a military allotment plan;
o OppenheimerFunds-sponsored group retirement accounts that are making continuing purchases;
o Certain accounts held by broker-dealers through the National Securities Clearing Corporation; and
o Accounts that fall below the $500 threshold due solely to market fluctuations within the 12-month period
preceding the date the fee is deducted.

The fee is charged annually on or about the second to last business day of September. This annual fee will
be waived for any shareholders who elect to access their account documents through electronic document delivery
rather than in paper copy and who elect to utilize the Internet or PhoneLink as their primary source for their
general servicing needs. To sign up to access account documents electronically via eDocs Direct, please visit the
Service Center on our website at WWW.OPPENHEIMERFUNDS.COM or call 1.888.470.0862 for instructions.
------------------------

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

Dealers other than Exchange members may conduct trading in certain securities on days on which the Exchange
is closed (including weekends and U.S. holidays) or after 4:00 P.M. on a regular business day. Because the Fund's
net asset values will not be calculated on those days, the Fund's net asset value per share may be significantly
affected on such days when shareholders may not purchase or redeem shares. Additionally, trading on European and
Asian stock exchanges and over-the-counter markets normally is completed before the close of The New York Stock
Exchange.

Changes in the values of securities traded on foreign exchanges or markets as a result of events that
occur after the prices of those securities are determined, but before the close of The New York Stock Exchange,
will not be reflected in the Fund's calculation of its net asset values that day unless the Manager determines
that the event is likely to effect a material change in the value of the security. 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.

? 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:

? Equity securities traded on a U.S. securities exchange or on Nasdaq(R)are valued as follows:
(1) if last sale information is regularly reported, they are valued at the last reported sale price on the
principal exchange on which they are traded or on Nasdaq, as applicable, on that day, or
(2) if last sale information is not available on a valuation date, they are valued at the last reported sale
price preceding the valuation date if it is within the spread of the closing "bid" and "asked"
prices on the valuation date or, if not, at the closing "bid" price on the valuation date.
? 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.
? 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.
? 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.
? The following securities are valued at cost, adjusted for amortization of premiums and accretion of
discounts:
(1) money market debt securities held by a non-money market fund that had a maturity of less than 397 days when
issued that have a remaining maturity of 60 days or less, and
(2) debt instruments held by a money market fund that have a remaining maturity of 397 days or less.
? Securities (including restricted securities) not having readily-available market quotations are valued at
fair value determined under the Board's procedures. If the Manager is unable to locate two market makers willing to
give quotes, a security may be priced at the mean between the "bid" and "asked" prices provided by a single active
market maker (which in certain cases may be the "bid" price if no "asked" price is available).

In the case of U.S. government securities, mortgage-backed securities, corporate bonds and foreign
government securities, when last sale information is not generally available, the Manager may use pricing services
approved by the Board of 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 London foreign exchange market on a particular business day that are provided to
the Manager by a bank, dealer or pricing service that the Manager has determined to be reliable are used to value
foreign currency, including forward contracts, and to convert to U.S. dollars securities that are denominated in
foreign currency.

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

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

How to Sell Shares

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

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

The reinvestment may be made without sales charge only in Class A shares of the Fund or any of the other
Oppenheimer funds into which shares of the Fund are exchangeable as described in "How to Exchange Shares" below.
Reinvestment will be at the net asset value next computed after the Transfer Agent receives the reinvestment order.
The shareholder must ask the Transfer Agent for that privilege at the time of reinvestment. This privilege does not
apply to Class C, 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 $500 or such lesser amount
as the Board may fix. The Board will not cause the involuntary redemption of shares in an account if the aggregate
net asset value of such shares has fallen below the stated minimum solely as a result of market fluctuations. If the
Board exercises this right, it may also fix the requirements for any notice to be given to the shareholders in
question (not less than 30 days). The Board may alternatively set requirements for the shareholder to increase the
investment, or set other terms and conditions so that the shares would not be involuntarily redeemed.

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

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

Distributions From Retirement Plans. Requests for distributions from OppenheimerFunds-sponsored IRAs, SEP IRAs,
SIMPLE IRAs, 403(b)(7) custodial plans, 401(k) plans or pension or profit-sharing plans should be addressed to
"Trustee, OppenheimerFunds Retirement Plans," c/o the Transfer Agent at its address listed in "How To Sell Shares" in
the Prospectus or on the back cover of this Statement of Additional Information. The request must:
(1) state the reason for the distribution;
(2) state the owner's awareness of tax penalties if the distribution is premature; and
(3) conform to the requirements of the plan and the Fund's other redemption requirements.

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

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

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

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

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

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

The Fund cannot guarantee receipt of a payment on the date requested. The Fund reserves the right to amend,
suspend or discontinue offering these plans at any time without prior notice. Because of the sales charge assessed
on Class A share purchases, shareholders should not make regular additional Class A share purchases while
participating in an Automatic Withdrawal Plan. Class B, Class C and Class N shareholders should not establish
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 Statement of Additional Information).

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

|X| Automatic Exchange Plans. Shareholders can authorize the Transfer Agent to exchange a pre-determined
amount of shares of the Fund for shares (of the same class) of other Oppenheimer funds automatically on a monthly,
quarterly, semi-annual or annual basis under an Automatic Exchange Plan. The minimum amount that may be exchanged to
each other fund account is $25. Effective November 1, 2002, the minimum amount that may be exchanged to each other
fund account is $50. Instructions should be provided on the OppenheimerFunds Application or signature-guaranteed
instructions. Exchanges made under these plans are subject to the restrictions that apply to exchanges as set forth
in "How to Exchange Shares" in the Prospectus and below in this Statement of Additional Information.

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

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

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

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

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

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

To use shares held under the Plan as collateral for a debt, the Planholder may request issuance of a
portion of the shares in certificated form. Upon written request from the Planholder, the Transfer Agent will
determine the number of shares for which a certificate may be issued without causing the withdrawal checks to stop.
However, should such uncertificated shares become exhausted, Plan withdrawals will terminate.

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

How to Exchange Shares

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

The following funds only offer Class A shares:
Centennial America Fund, L.P. Centennial New York Tax Exempt Trust
Centennial California Tax Exempt Trust Centennial Tax Exempt Trust
Centennial Government Trust Oppenheimer Money Market Fund, Inc.
Centennial Money Market Trust

The following funds do not offer Class N shares:
Oppenheimer California Municipal Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Limited Term Municipal Fund Oppenheimer Rochester National Municipals
Oppenheimer Municipal Bond Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer New Jersey Municipal Fund Limited Term New York Municipal Fund
Oppenheimer New York Municipal Fund Rochester Fund Municipals

The following funds do not offer Class Y shares:
Oppenheimer California Municipal Fund Oppenheimer Limited Term Municipal Fund
Oppenheimer Capital Income Fund Oppenheimer New Jersey Municipal Fund
Oppenheimer Cash Reserves Oppenheimer New York Municipal Fund
Oppenheimer Champion Income Fund Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Convertible Securities Fund Oppenheimer Rochester National Municipals
Oppenheimer Disciplined Allocation Fund Oppenheimer Senior Floating Rate Fund
Oppenheimer Gold & Special Minerals Fund Oppenheimer Small Cap Value Fund
Oppenheimer International Small Company Fund Limited Term New York Municipal Fund

o Class Y shares of Oppenheimer Real Asset Fund may not be exchanged for shares of any other fund.
o Class B, Class C and Class N shares of Oppenheimer Cash Reserves are generally available only by exchange
from the same class of shares of other Oppenheimer funds or through
o Class M shares of Oppenheimer Convertible Securities Fund may be exchanged only for Class A shares of other
Oppenheimer funds. They may not be acquired by exchange of shares of any class of any other Oppenheimer funds
except Class A shares of Oppenheimer Money Market Fund or Oppenheimer Cash Reserves acquired by exchange of
Class M shares.
o Class X shares of Limited Term New York Municipal Fund can be exchanged only for Class B shares of other
Oppenheimer funds and no exchanges may be made to Class X shares.
o Shares of Oppenheimer Capital Preservation Fund may not be exchanged for shares of Oppenheimer Money Market
Fund, Inc., Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government Fund. Only participants in
certain retirement plans may purchase shares of Oppenheimer Capital Preservation Fund, and only those
participants may exchange shares of other Oppenheimer funds for shares of Oppenheimer Capital Preservation Fund.
o Class A shares of Oppenheimer Senior Floating Rate Fund are not available by exchange of shares of
Oppenheimer Money Market Fund or Class A shares of Oppenheimer Cash Reserves.
o Shares of Oppenheimer Select Managers Mercury Advisors S&P Index Fund and Oppenheimer Select Managers QM
Active Balanced Fund are only available to retirement plans and are available only by exchange from the same
class of shares of other Oppenheimer funds held by retirement plans.

Class A shares of Oppenheimer funds may be exchanged at net asset value for shares of any money market fund
offered by the Distributor. Shares of any money market fund purchased without a sales charge may be exchanged for
shares of Oppenheimer funds offered with a sales charge upon payment of the sales charge. They may also be used to
purchase shares of Oppenheimer funds subject to an early withdrawal charge or contingent deferred sales charge.

Shares of Oppenheimer Money Market Fund, Inc. purchased with the redemption proceeds of shares of other
mutual funds (other than funds managed by the Manager or its subsidiaries) redeemed within the 30 days prior to that
purchase may subsequently be exchanged for shares of other Oppenheimer funds without being subject to an initial
sales charge or contingent deferred sales charge. To qualify for that privilege, the investor or the investor's
dealer must notify the Distributor of eligibility for this privilege at the time the shares of Oppenheimer Money
Market Fund, Inc. are purchased. If requested, they must supply proof of entitlement to this privilege.

Shares of the Fund acquired by reinvestment of dividends or distributions from any of the other Oppenheimer
funds or from any unit investment trust for which reinvestment arrangements have been made with the Distributor may
be exchanged at net asset value for shares of any of the Oppenheimer funds.

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

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

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

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

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

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

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

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

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

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

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

|X| Limits on Multiple Exchange Orders. The Fund reserves the right to reject telephone or written exchange
requests submitted in bulk by anyone on behalf of more than one account. The Fund may accept requests for exchanges
of up to 50 accounts per day from representatives of authorized dealers that qualify for this privilege.

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

|_| Processing Exchange Requests. Shares to be exchanged are redeemed on the regular business day
the Transfer Agent receives an exchange request in proper form (the "Redemption Date"). Normally, shares of the fund
to be acquired are purchased on the Redemption Date, but such purchases may be delayed by either fund up to five
business days if it determines that it would be disadvantaged by an immediate transfer of the redemption proceeds.
The Fund reserves the right, in its discretion, to refuse any exchange request that may disadvantage it. For
example, if the receipt of multiple exchange requests from a dealer might require the disposition of portfolio
securities at a time or at a price that might be disadvantageous to the Fund, the Fund may refuse the request. When
you exchange some or all of your shares from one fund to another, any special account feature such as an Asset
Builder Plan or Automatic Withdrawal Plan, will be switched to the new fund account unless you tell the Transfer
Agent not to do so. However, special redemption and exchange features such as Automatic Exchange Plans and Automatic
Withdrawal Plans cannot be switched to an account in Oppenheimer Senior Floating Rate Fund.

In connection with any exchange request, the number of shares exchanged may be less than the number
requested if the exchange or the number requested would include shares subject to a restriction cited in the
Prospectus or this Statement of Additional Information, or would include shares covered by a share certificate that
is not tendered with the request. In those cases, only the shares available for exchange without restriction will be
exchanged.

The different Oppenheimer funds available for exchange have different investment objectives, policies and
risks. A shareholder should assure that the fund selected is appropriate for his or her investment and should be
aware of the tax consequences of an exchange. For federal income tax purposes, an exchange transaction is treated as
a redemption of shares of one fund and a purchase of shares of another. "Reinvestment Privilege," above, discusses
some of the tax consequences of reinvestment of redemption proceeds in such cases. The Fund, the Distributor, and
the Transfer Agent are unable to provide investment, tax or legal advice to a shareholder in connection with an
exchange request or any other investment transaction.

Dividends, Capital Gains and Taxes

Dividends and Distributions. The Fund has no fixed dividend rate and there can be no assurance as to the payment of
any dividends or the realization of any capital gains. The dividends and distributions paid by a class of shares
will vary from time to time depending on market conditions, the composition of the Fund's portfolio, and expenses
borne by the Fund or borne separately by a class. Dividends are calculated in the same manner, at the same time, and
on the same day for each class of shares. However, dividends on Class B, Class C and Class N shares are expected to
be lower than dividends on Class A and Class Y shares. That is because of the effect of the asset-based sales charge
on Class B, Class C and Class N shares. Those dividends will also differ in amount as a consequence of any
difference in the net asset values of the different classes of shares.

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

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

The tax discussion in the Prospectus and this Statement of Additional Information is based on tax law in
effect on the date of the Prospectus and this Statement of Additional Information. Those laws and regulations may be
changed by legislative, judicial, or administrative action, sometimes with retroactive effect. State and local tax
treatment of ordinary income dividends and capital gain dividends from regulated investment companies may differ
from the treatment under the Internal Revenue Code described below. Potential purchasers of shares of the Fund are
urged to consult their tax advisers with specific reference to their own tax circumstances as well as the
consequences of federal, state and local tax rules affecting an investment in the Fund.

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.

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 30% (29% for payments after December 31, 2003) of
ordinary income dividends, capital gains distributions and the proceeds of the redemption of shares, paid to any
shareholder (1) who has failed to provide a correct taxpayer identification number or to properly certify that
-------
number when required, (2) who is subject to backup withholding for failure to report the receipt of interest or
dividend income properly, or (3) who has failed to certify to the Fund that the shareholder is not subject to backup
withholding or is an "exempt recipient" (such as a corporation). All income and any tax withheld by the Fund is
remitted by the Fund to the U.S. Treasury and is identified in reports mailed to shareholders in January of each
year.

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. All income and any tax withheld by the Fund is remitted by the Fund to the U.S. Treasury and is
identified in reports mailed to shareholders in March of each year.

If the ordinary income dividends from the Fund are effectively connected with the conduct of a U.S. trade
---
or business, then the foreign person may claim an exemption from the U.S. tax described above provided the Fund
obtains a properly completed and signed Certificate of Foreign Status.

If the foreign person fails to provide a certification of his/her foreign status, the Fund will be required
to withhold U.S. tax at a rate of 30% (29% for payments after December 31, 2003) on ordinary income dividends,
capital gains distributions and the proceeds of the redemption of shares, paid to any foreign person. All income and
any tax withheld (in this situation) by the Fund is remitted by the Fund to the U.S. Treasury and is identified in
reports mailed to shareholders in January of each year.

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

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

Additional Information About the Fund

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

The Transfer Agent. OppenheimerFunds Services, the Fund's Transfer Agent, is a division of the Manager. It is
responsible for maintaining the Fund's shareholder registry and shareholder accounting records, and for paying
dividends and distributions to shareholders. It also handles shareholder servicing and administrative functions. It
serves as the Transfer Agent for an annual per account fee. It also acts as shareholder servicing agent for the
other Oppenheimer funds. Shareholders should direct inquiries about their accounts to the Transfer Agent at the
address and toll-free numbers shown on the back cover.

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

Independent Auditors. KPMG LLP are the independent auditors of the Fund. They audit the Fund's financial statements
and perform other related audit services. They also act as auditors for certain other funds advised by the Manager
and its affiliates.

- --------------------------------------------------------------------------------
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
OPPENHEIMER ENTERPRISE FUND:
We have audited the accompanying statement of assets and liabilities of
Oppenheimer Enterprise Fund, including the statement of investments, as of
August 31, 2002, and the related statement of operations for the year then
ended, the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended. These financial statements and financial highlights are
the responsibility of the Fund's management. Our responsibility is to express
an opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures
included confirmation of securities owned as of August 31, 2002, by
correspondence with the custodian and brokers. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred
to above present fairly, in all material respects, the financial position of
Oppenheimer Enterprise Fund as of August 31, 2002, the results of its
operations for the year then ended, the changes in its net assets for each of
the two years in the period then ended, and the financial highlights for each
of the five years in the period then ended, in conformity with accounting
principles generally accepted in the United States of America.

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

Denver, Colorado
September 23, 2002

- --------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS AUGUST 31, 2002
- --------------------------------------------------------------------------------

MARKET VALUE
SHARES SEE NOTE 1
================================================================================
COMMON STOCKS--97.6%
- --------------------------------------------------------------------------------
CONSUMER DISCRETIONARY--26.3%
- --------------------------------------------------------------------------------
AUTOMOBILES--4.0%
Harley-Davidson, Inc. 150,000 $ 7,384,500
- --------------------------------------------------------------------------------
HOTELS, RESTAURANTS & LEISURE--1.0%
Wendy's International, Inc. 50,000 1,785,500
- --------------------------------------------------------------------------------
MULTILINE RETAIL--5.5%
Family Dollar Stores, Inc. 170,000 4,853,500
- --------------------------------------------------------------------------------
Kohl's Corp.(1) 75,000 5,229,000
------------
10,082,500

- --------------------------------------------------------------------------------
SPECIALTY RETAIL--13.1%

Bed Bath & Beyond, Inc.(1) 300,000 9,618,000
- --------------------------------------------------------------------------------
Circuit City Stores, Inc./
CarMax Group(1) 400,000 6,460,000
- --------------------------------------------------------------------------------
Pier 1 Imports, Inc. 450,000 8,055,000
------------
24,133,000

- --------------------------------------------------------------------------------
TEXTILES & APPAREL--2.7%
Coach, Inc.(1) 200,000 4,926,000
- --------------------------------------------------------------------------------
CONSUMER STAPLES--2.4%
- --------------------------------------------------------------------------------
FOOD & DRUG RETAILING--2.4%
Walgreen Co. 125,000 4,343,750
- --------------------------------------------------------------------------------
FINANCIALS--15.8%
- --------------------------------------------------------------------------------
BANKS--3.2%
Commerce Bancorp, Inc. 125,000 5,926,250
- --------------------------------------------------------------------------------
DIVERSIFIED FINANCIALS--6.7%
SLM Corp. 134,000 12,281,100
- --------------------------------------------------------------------------------
INSURANCE--5.9%
Radian Group, Inc. 250,000 10,865,000
- --------------------------------------------------------------------------------
HEALTH CARE--33.6%
- --------------------------------------------------------------------------------
BIOTECHNOLOGY--12.4%
Gilead Sciences, Inc.(1) 400,000 12,832,000
- --------------------------------------------------------------------------------
IDEC Pharmaceuticals
Corp.(1) 250,000 10,045,000
-----------
22,877,000

- --------------------------------------------------------------------------------
HEALTH CARE EQUIPMENT & SUPPLIES--8.1%
Medtronic, Inc. 50,000 2,059,000
- --------------------------------------------------------------------------------
Varian Medical
Systems, Inc.(1) 300,000 12,759,000
------------
14,818,000

MARKET VALUE
SHARES SEE NOTE 1
================================================================================
HEALTH CARE PROVIDERS & SERVICES--8.5%
AmerisourceBergen Corp. 50,000 $ 3,625,500
- --------------------------------------------------------------------------------
McKesson Corp. 200,000 6,708,000
Tenet Healthcare Corp.(1) 112,500 5,306,625
------------
15,640,125

- --------------------------------------------------------------------------------
PHARMACEUTICALS--4.6%
Forest Laboratories, Inc.(1) 60,000 4,380,000
- --------------------------------------------------------------------------------
Johnson & Johnson 75,000 4,073,250
------------
8,453,250

- --------------------------------------------------------------------------------
INDUSTRIALS--5.5%
- --------------------------------------------------------------------------------
COMMERCIAL SERVICES & SUPPLIES--5.5%
Concord EFS, Inc.(1) 500,000 10,205,000
- --------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--14.0%
- --------------------------------------------------------------------------------
COMMUNICATIONS EQUIPMENT--7.5%
Brocade Communications
Systems, Inc.(1) 400,000 5,788,000
- --------------------------------------------------------------------------------
Cisco Systems, Inc.(1) 200,000 2,764,000
UTStarcom, Inc.(1) 400,000 5,280,000
------------
13,832,000

- --------------------------------------------------------------------------------
SEMICONDUCTOR EQUIPMENT & PRODUCTS--4.5%
Broadcom Corp., Cl. A(1) 150,000 2,473,500
- --------------------------------------------------------------------------------
Marvell Technology
Group Ltd.(1) 300,000 5,718,000
------------
8,191,500

- --------------------------------------------------------------------------------
SOFTWARE--2.0%
Microsoft Corp.(1) 75,000 3,681,000
------------
Total Common Stocks
(Cost $207,438,920) 179,425,475

================================================================================
PREFERRED STOCKS--0.4%
- --------------------------------------------------------------------------------
Abgenix, Inc., PIPE(1,2) 100,000 541,800
- --------------------------------------------------------------------------------
Axsun Technologies, Inc.,
Cv., Series C(1,2,3) 514,139 114,653
- --------------------------------------------------------------------------------
Multiplex, Inc., Cv.,
Series C(1,2,3) 543,478 84,826
------------
Total Preferred Stocks
(Cost $17,000,000) 741,279

================================================================================
OTHER SECURITIES--2.0%
- --------------------------------------------------------------------------------
Nasdaq-100 Unit
Investment Trust(1)
(Cost $5,564,196) 158,300 3,718,467

PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
================================================================================
CONVERTIBLE CORPORATE BONDS AND NOTES--0.2%

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

Kestrel Solutions, Inc,
5.50% Cv. Sub. Nts.,
7/15/05(2)

(Cost $3,000,000) $3,000,000 $ 255,000

UNITS
================================================================================
RIGHTS, WARRANTS AND CERTIFICATES--0.0%
- --------------------------------------------------------------------------------
American Bank Note
Holographics, Inc. Wts.,
Exp. 6/18/03(1) (Cost $0) 6,828 --

PRINCIPAL
AMOUNT
================================================================================
JOINT REPURCHASE AGREEMENTS--0.8%
- --------------------------------------------------------------------------------
Undivided interest of 0.15% in joint
repurchase agreement with PaineWebber,
Inc., 1.85%, dated 8/30/02, to be repurchased
at $969,046,152 on 9/3/02, collateralized
by Federal National Mortgage Assn.,
5.50%--6%, 1/1/32--5/1/32, with a
value of $989,261,165
(Cost $1,432,000) $1,432,000 1,432,000
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS,
AT VALUE
(COST $234,435,116) 101.0% 185,572,221
- --------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF
OTHER ASSETS (1.0) (1,780,695)
------------------------------------------
NET ASSETS 100.0% $183,791,526
==========================================

FOOTNOTES TO STATEMENT OF INVESTMENTS
1. Non-income producing security.
2. Identifies issues considered to be illiquid or restricted--See Note 5 of
Notes to Financial Statements.
3. Affiliated company. Represents ownership of at least 5% of the voting
securities of the issuer, and is or was an affiliate, as defined in the
Investment Company Act of 1940, at or during the period ended August 31, 2002.
The aggregate fair value of securities of affiliated companies held by the Fund
as of August 31, 2002 amounts to $199,479. Transactions during the period in
which the issuer was an affiliate are as follows:

SHARES SHARES
AUGUST 31, GROSS GROSS AUGUST 31,
UNREALIZED
2001 ADDITIONS REDUCTIONS 2002
DEPRECIATION
- ------------------------------------------------------------------------------------------------------------------------------------

STOCKS AND/OR WARRANTS
Axsun Technologies, Inc., Cv., Series C 514,139 -- -- 514,139
$5,885,349
Multiplex, Inc., Cv., Series C 543,478 -- -- 543,478
3,915,172

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

13 OPPENHEIMER ENTERPRISE FUND

- --------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES AUGUST 31, 2002
================================================================================
ASSETS
- --------------------------------------------------------------------------------

Investments, at value--see accompanying statement:

Unaffiliated companies (cost $224,435,116) $185,372,742
Affiliated companies (cost $10,000,000) 199,479
-------------
185,572,221
- --------------------------------------------------------------------------------
Cash 302,544
- --------------------------------------------------------------------------------
Receivables and other assets:
Interest and dividends 59,825
Other 2,773
-------------
Total assets 185,937,363

================================================================================
LIABILITIES
- --------------------------------------------------------------------------------
Payables and other liabilities:
Shares of beneficial interest redeemed 1,557,345
Transfer and shareholder servicing agent fees 273,667
Shareholder reports 162,846
Trustees' compensation 76,578
Distribution and service plan fees 73,403
Other 1,998
-------------
Total liabilities 2,145,837

================================================================================
NET ASSETS $183,791,526
=============

================================================================================
COMPOSITION OF NET ASSETS
- --------------------------------------------------------------------------------
Paid-in capital $596,966,847
- --------------------------------------------------------------------------------
Accumulated net investment loss (73,098)
- --------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions (364,239,328)
- --------------------------------------------------------------------------------
Net unrealized depreciation on investments (48,862,895)
------------
NET ASSETS $183,791,526
=============

================================================================================
NET ASSET VALUE PER SHARE
- --------------------------------------------------------------------------------
Class A Shares:
Net asset value and redemption price per share (based on net assets of
$103,104,768 and 11,569,727 shares of beneficial interest outstanding) $8.91
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price) $9.45
- --------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of
$52,633,270 and 6,266,681 shares of beneficial interest outstanding) $8.40
- --------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of
$11,577,832 and 1,376,923 shares of beneficial interest outstanding) $8.41
- --------------------------------------------------------------------------------
Class N Shares:
Net asset value, redemption price (excludes applicable contingent deferred
sales charge) and offering price per share (based on net assets of
$455,892 and 51,380 shares of beneficial interest outstanding) $8.87
- --------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share
(based on net assets of $16,019,764 and 1,775,364 shares of
beneficial interest outstanding) $9.02

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

- --------------------------------------------------------------------------------
STATEMENT OF OPERATIONS FOR THE YEAR ENDED AUGUST 31, 2002
- --------------------------------------------------------------------------------

================================================================================
INVESTMENT INCOME
- --------------------------------------------------------------------------------
Interest $ 937,702
- --------------------------------------------------------------------------------
Dividends (net of foreign withholding taxes of $12,201) 558,540
--------------
Total investment income 1,496,242

================================================================================
EXPENSES
- --------------------------------------------------------------------------------
Management fees 2,163,797
- --------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 398,484
Class B 868,281
Class C 185,875
Class N 1,240
- --------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A 1,379,131
Class B 716,505
Class C 153,726
Class N 2,154
Class Y 250,118
- --------------------------------------------------------------------------------
Shareholder reports 350,277
- --------------------------------------------------------------------------------
Custodian fees and expenses 31,238
- --------------------------------------------------------------------------------
Trustees' compensation 19,979
- --------------------------------------------------------------------------------
Other 15,427
--------------
Total expenses 6,536,232
Less reduction to custodian expenses (25,214)
Less voluntary reimbursement of expenses (86,614)
Less voluntary waiver of transfer and shareholder servicing
agent fees -- Classes A, B, C and N (845,621)
Less voluntary waiver of transfer and shareholder servicing agent
fees -- Class Y (181,548)
--------------
Net expenses 5,397,235

================================================================================
NET INVESTMENT LOSS (3,900,993)

================================================================================
REALIZED AND UNREALIZED LOSS

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

Net realized loss investments (94,565,845)
- --------------------------------------------------------------------------------
Net change in unrealized depreciation on investments (46,274,452)
--------------
Net realized and unrealized loss (140,840,297)

================================================================================
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $(144,741,290)
==============

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

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

YEAR ENDED AUGUST 31, 2002 2001
================================================================================
OPERATIONS
- --------------------------------------------------------------------------------
Net investment loss $ (3,900,993) $ (6,659,795)
- --------------------------------------------------------------------------------
Net realized loss (94,565,845) (269,325,944)
- --------------------------------------------------------------------------------
Net change in unrealized depreciation (46,274,452) (349,117,778)
------------------------------------
Net decrease in net assets resulting
from operations (144,741,290) (625,103,517)

================================================================================
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
- --------------------------------------------------------------------------------
Distributions from net realized gain:
Class A -- (41,594,001)
Class B -- (21,675,013)
Class C -- (4,490,150)
Class N -- --
Class Y -- (5,908,153)

================================================================================
BENEFICIAL INTEREST TRANSACTIONS
- --------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from beneficial interest
transactions:
Class A (48,332,934) 6,275,420
Class B (29,913,344) 17,232,380
Class C (4,605,462) 2,731,474
Class N 501,224 86,685
Class Y 1,063,752 (9,857,618)

================================================================================
NET ASSETS
- --------------------------------------------------------------------------------
Total decrease (226,028,054) (682,302,493)
- --------------------------------------------------------------------------------
Beginning of period 409,819,580 1,092,122,073
------------------------------------
End of period [including accumulated net
investment loss of $73,098 and $64,975,
respectively] $ 183,791,526 $ 409,819,580
====================================

B-16
APPENDIX A

INDUSTRY CLASSIFICATIONS

Aerospace & Defense Household Durables
Air Freight & Couriers Household Products
Airlines Industrial Conglomerates
Auto Components Insurance
Automobiles Internet & Catalog Retail
Banks Internet Software & Services
Beverages Information Technology Consulting & Services
Biotechnology Leisure Equipment & Products
Building Products Machinery
Chemicals Marine
Commercial Services & Supplies Media
Communications Equipment Metals & Mining
Computers & Peripherals Multiline Retail
Construction & Engineering Multi-Utilities
Construction Materials Office Electronics
Containers & Packaging Oil & Gas
Distributors Paper & Forest Products
Diversified Financials Personal Products
Diversified Telecommunication Services Pharmaceuticals
Electric Utilities Real Estate
Electrical Equipment Road & Rail
Electronic Equipment & Instruments Semiconductor Equipment & Products
Energy Equipment & Services Software
Food & Drug Retailing Specialty Retail
Food Products Textiles & Apparel
Gas Utilities Tobacco
Health Care Equipment & Supplies Trading Companies & Distributors
Health Care Providers & Services Transportation Infrastructure
Hotels Restaurants & Leisure Water Utilities
Wireless Telecommunication Services

Appendix B

OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases, the initial sales charge that applies to purchases of Class A shares2 of the Oppenheimer funds or
the contingent deferred sales charge that may apply to Class A, Class B or Class C shares may be waived.3 That is
because of the economies of sales efforts realized by OppenheimerFunds Distributor, Inc., (referred to in this
document as the "Distributor"), or by dealers or other financial institutions that offer those shares to certain
classes of investors.

Not all waivers apply to all funds. For example, waivers relating to Retirement Plans do not apply to Oppenheimer
municipal funds, because shares of those funds are not available for purchase by or on behalf of retirement plans.
Other waivers apply only to shareholders of certain funds.

For the purposes of some of the waivers described below and in the Prospectus and Statement of Additional
Information of the applicable Oppenheimer funds, the term "Retirement Plan" refers to the following types of plans:
1) plans qualified under Sections 401(a) or 401(k) of the Internal Revenue Code,
2) non-qualified deferred compensation plans,
3) employee benefit plans4
4) Group Retirement Plans5
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 Oppenheimer Rochester National Municipals and Rochester Fund
Municipals) of the beginning of the calendar month of their purchase, as described in the Prospectus (unless a
waiver described elsewhere in this Appendix applies to the redemption). Additionally, on shares purchased under
these waivers that are subject to the Class A contingent deferred sales charge, the Distributor will pay the
applicable concession described in the Prospectus under "Class A Contingent Deferred Sales Charge."6 This waiver
provision applies to:
(4) Purchases of Class A shares aggregating $1 million or more.
(5) 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.
(6) 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.
(7) Purchases of Class A shares by Retirement Plans that have any of the following record-keeping arrangements:
1) The record keeping is performed by Merrill Lynch Pierce Fenner & Smith, Inc. ("Merrill Lynch") on
a daily valuation basis for the Retirement Plan. On the date the plan sponsor signs the
record-keeping service agreement with Merrill Lynch, the Plan must have $3 million or more of its
assets invested in (a) mutual funds, other than those advised or managed by Merrill Lynch
Investment Management, L.P. ("MLIM"), that are made available under a Service Agreement between
Merrill Lynch and the mutual fund's principal underwriter or distributor, and (b) funds advised
or managed by MLIM (the funds described in (a) and (b) are referred to as "Applicable
Investments").
2) The record keeping for the Retirement Plan is performed on a daily valuation basis by a record
keeper whose services are provided under a contract or arrangement between the Retirement Plan and
Merrill Lynch. On the date the plan sponsor signs the record keeping service agreement with
Merrill Lynch, the Plan must have $3 million or more of its assets (excluding assets invested in
money market funds) invested in Applicable Investments.
3) The record keeping for a Retirement Plan is handled under a service agreement with Merrill Lynch
and on the date the plan sponsor signs that agreement, the Plan has 500 or more eligible employees
(as determined by the Merrill Lynch plan conversion manager).
o

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):
(8) The Manager or its affiliates.
(9) 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.
(10) Registered management investment companies, or separate accounts of insurance companies having an agreement
with the Manager or the Distributor for that purpose.
(11) 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.
(12) 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).
(13) Dealers, brokers, banks or registered investment advisors that have entered into an agreement with the
Distributor providing specifically for the use of shares of the Fund in particular investment products
made available to their clients. Those clients may be charged a transaction fee by their dealer,
broker, bank or advisor for the purchase or sale of Fund shares.
(14) Investment advisors and financial planners who have entered into an agreement for this purpose with the
Distributor and who charge an advisory, consulting or other fee for their services and buy shares for
their own accounts or the accounts of their clients.
(15) "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.
(16) Clients of investment advisors or financial planners (that have entered into an agreement for this purpose
with the Distributor) who buy shares for their own accounts may also purchase shares without sales
charge but only if their accounts are linked to a master account of their investment advisor or
financial planner on the books and records of the broker, agent or financial intermediary with which
the Distributor has made such special arrangements . Each of these investors may be charged a fee by
the broker, agent or financial intermediary for purchasing shares.
(17) 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.
(18) Accounts for which Oppenheimer Capital (or its successor) is the investment advisor (the Distributor must
be advised of this arrangement) and persons who are directors or trustees of the company or trust
which is the beneficial owner of such accounts.
(19) A unit investment trust that has entered into an appropriate agreement with the Distributor.
(20) 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.
(21) 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.
(22) 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.
(23) A qualified Retirement Plan that had agreed with the former Quest for Value Advisors to purchase shares of
any of the Former Quest for Value Funds at net asset value, with such shares to be held through
DCXchange, a sub-transfer agency mutual fund clearinghouse, if that arrangement was consummated and
share purchases commenced by December 31, 1996.

B. Waivers of Initial and Contingent Deferred Sales Charges in Certain Transactions.

Class A shares issued or purchased in the following transactions are not subject to sales charges (and no
concessions are paid by the Distributor on such purchases):
(24) Shares issued in plans of reorganization, such as mergers, asset acquisitions and exchange offers, to which
the Fund is a party.
(25) Shares purchased by the reinvestment of dividends or other distributions reinvested from the Fund or other
Oppenheimer funds (other than Oppenheimer Cash Reserves) or unit investment trusts for which
reinvestment arrangements have been made with the Distributor.
(26) Shares purchased through a broker-dealer that has entered into a special agreement with the Distributor to
allow the broker's customers to purchase and pay for shares of Oppenheimer funds using the proceeds of
shares redeemed in the prior 30 days from a mutual fund (other than a fund managed by the Manager or
any of its subsidiaries) on which an initial sales charge or contingent deferred sales charge was
paid. This waiver also applies to shares purchased by exchange of shares of Oppenheimer Money Market
Fund, Inc. that were purchased and paid for in this manner. This waiver must be requested when the
purchase order is placed for shares of the Fund, and the Distributor may require evidence of
qualification for this waiver.
(27) Shares purchased with the proceeds of maturing principal units of any Qualified Unit Investment Liquid
Trust Series.
(28) Shares purchased by the reinvestment of loan repayments by a participant in a Retirement Plan for which the
Manager or an affiliate acts as sponsor.

C. Waivers of the Class A Contingent Deferred Sales Charge for Certain Redemptions.

The Class A contingent deferred sales charge is also waived if shares that would otherwise be subject to the
contingent deferred sales charge are redeemed in the following cases:
(29) To make Automatic Withdrawal Plan payments that are limited annually to no more than 12% of the account
value adjusted annually.
(30) 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).
(31) 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.
(32) For distributions from 401(k) plans sponsored by broker-dealers that have entered into a special agreement
with the Distributor allowing this waiver.
(33) 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.
(34) 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 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:
(35) Shares redeemed involuntarily, as described in "Shareholder Account Rules and Policies," in the applicable
Prospectus.
(36) 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.
(37) The contingent deferred sales charges are generally not waived following the death or disability of a
grantor or trustee for a trust account. The contingent deferred sales charges will only be waived in
the limited case of the death of the trustee of a grantor trust or revocable living trust for which
the trustee is also the sole beneficiary. The death or disability must have occurred after the account
was established, and for disability you must provide evidence of a determination of disability by the
Social Security Administration.
(38) Distributions from accounts for which the broker-dealer of record has entered into a special agreement with
the Distributor allowing this waiver.
(39) 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.
(40) 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.
(41) Redemptions requested in writing by a Retirement Plan sponsor of Class C shares of an Oppenheimer fund in
amounts of $500,000 or more and made more than 12 months after the Retirement Plan's first purchase of
Class C shares, if the redemption proceeds are invested in Class N shares of one or more Oppenheimer
funds.
(42) Distributions9 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.
(43) 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:
(44) Shares sold to the Manager or its affiliates.
(45) 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.
(46) Shares issued in plans of reorganization to which the Fund is a party.
(47) 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.
o Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders of
Former Quest for Value Funds
- ----------------------------------------------------------------------------------------------------------------------

The initial and contingent deferred sales charge rates and waivers for Class A, Class B and Class C shares described
in the Prospectus or Statement of Additional Information of the Oppenheimer funds are modified as described below
for certain persons who were shareholders of the former Quest for Value Funds. To be eligible, those persons must
have been shareholders on November 24, 1995, when OppenheimerFunds, Inc. became the investment advisor to those
former Quest for Value Funds. Those funds include:
Oppenheimer Quest Value Fund, Inc. Oppenheimer Small Cap Value Fund
Oppenheimer Quest Balanced Value Fund Oppenheimer Quest Global Value Fund, Inc.
Oppenheimer Quest Opportunity Value Fund

These arrangements also apply to shareholders of the following funds when they merged (were reorganized)
into various Oppenheimer funds on November 24, 1995:

Quest for Value U.S. Government Income Fund Quest for Value New York Tax-Exempt Fund
Quest for Value Investment Quality Income Fund Quest for Value National Tax-Exempt Fund
Quest for Value Global Income Fund Quest for Value California Tax-Exempt Fund

All of the funds listed above are referred to in this Appendix as the "Former Quest for Value Funds." The
waivers of initial and contingent deferred sales charges described in this Appendix apply to shares of an
Oppenheimer fund that are either:
(48) 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
(49) purchased by such shareholder by exchange of shares of another Oppenheimer fund that were acquired pursuant
to the merger of any of the Former Quest for Value Funds into that other Oppenheimer fund on November
24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

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

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

- -------------------------------- ---------------------------- --------------------------------- ---------------------
Number of Eligible Employees Initial Sales Charge as a Initial Sales Charge as a % of Concession as % of
or Members % of Offering Price Net Amount Invested 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.

|X| Waiver of Class A Sales Charges for Certain Shareholders. Class A shares purchased by the following
investors are not subject to any Class A initial or contingent deferred sales charges:
Shareholders who were shareholders of the AMA Family of Funds on February 28, 1991 and who acquired
shares of any of the Former Quest for Value Funds by merger of a portfolio of the AMA Family of
Funds.
Shareholders who acquired shares of any Former Quest for Value Fund by merger of any of the portfolios
of the Unified Funds.

|X| Waiver of Class A Contingent Deferred Sales Charge in Certain Transactions. The Class A contingent
deferred sales charge will not apply to redemptions of Class A shares purchased by the following
investors who were shareholders of any Former Quest for Value Fund:

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

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

|X| Waivers for Redemptions of Shares Purchased Prior to March 6, 1995. In the following cases, the contingent
deferred sales charge will be waived for redemptions of Class A, Class B or Class C shares of an
Oppenheimer fund. The shares must have been acquired by the merger of a Former Quest for Value Fund
into the fund or by exchange from an Oppenheimer fund that was a Former Quest for Value Fund or into
which such fund merged. Those shares must have been purchased prior to March 6, 1995 in connection
with:
withdrawals under an automatic withdrawal plan holding only either Class B or Class C shares if the
annual withdrawal does not exceed 10% of the initial value of the account value, adjusted
annually, and
liquidation of a shareholder's account if the aggregate net asset value of shares held in the account
is less than the required minimum value of such accounts.

|X| Waivers for Redemptions of Shares Purchased on or After March 6, 1995 but Prior to November 24, 1995. In
the following cases, the contingent deferred sales charge will be waived for redemptions of Class A,
Class B or Class C shares of an Oppenheimer fund. The shares must have been acquired by the merger of
a Former Quest for Value Fund into the fund or by exchange from an Oppenheimer fund that was a Former
Quest For Value Fund or into which such Former Quest for Value Fund merged. Those shares must have
been purchased on or after March 6, 1995, but prior to November 24, 1995:
redemptions following the death or disability of the shareholder(s) (as evidenced by a determination
of total disability by the U.S. Social Security Administration);
withdrawals under an automatic withdrawal plan (but only for Class B or Class C shares) where the
annual withdrawals do not exceed 10% of the initial value of the account value; adjusted annually,
and
liquidation of a shareholder's account if the aggregate net asset value of shares held in the account
is less than the required minimum account value.

A shareholder's account will be credited with the amount of any contingent deferred sales charge paid on
the redemption of any Class A, Class B or Class C shares of the Oppenheimer fund described in this section if the
proceeds are invested in the same Class of shares in that fund or another Oppenheimer fund within 90 days after
redemption.
o Special Sales Charge Arrangements for Shareholders of Certain Oppenheimer Funds Who Were Shareholders of
Connecticut Mutual Investment Accounts, Inc.
- -----------------------------------------------------------------------------------------------------------------

The initial and contingent deferred sale charge rates and waivers for Class A and Class B shares described in the
respective Prospectus (or this Appendix) of the following Oppenheimer funds (each is referred to as a "Fund" in this
section):
Oppenheimer U. S. Government Trust,
Oppenheimer Bond Fund,
Oppenheimer Value Fund and
Oppenheimer Disciplined Allocation Fund
are modified as described below for those Fund shareholders who were shareholders of the following funds (referred
to as the "Former Connecticut Mutual Funds") on March 1, 1996, when OppenheimerFunds, Inc. became the investment
adviser to the Former Connecticut Mutual Funds:
Connecticut Mutual Liquid Account Connecticut Mutual Total Return Account
Connecticut Mutual Government Securities Account CMIA LifeSpan Capital Appreciation Account
Connecticut Mutual Income Account CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account CMIA Diversified Income Account

A. Prior Class A CDSC and Class A Sales Charge Waivers.

|X| Class A Contingent Deferred Sales Charge. Certain shareholders of a Fund and the other Former Connecticut
Mutual Funds are entitled to continue to make additional purchases of Class A shares at net asset
value without a Class A initial sales charge, but subject to the Class A contingent deferred sales
charge that was in effect prior to March 18, 1996 (the "prior Class A CDSC"). Under the prior Class A
CDSC, if any of those shares are redeemed within one year of purchase, they will be assessed a 1%
contingent deferred sales charge on an amount equal to the current market value or the original
purchase price of the shares sold, whichever is smaller (in such redemptions, any shares not subject
to the prior Class A CDSC will be redeemed first).

Those shareholders who are eligible for the prior Class A CDSC are:
1) persons whose purchases of Class A shares of a Fund and other Former Connecticut Mutual Funds were
$500,000 prior to March 18, 1996, as a result of direct purchases or purchases pursuant to the
Fund's policies on Combined Purchases or Rights of Accumulation, who still hold those shares in
that Fund or other Former Connecticut Mutual Funds, and
2) persons whose intended purchases under a Statement of Intention entered into prior to March 18,
1996, with the former general distributor of the Former Connecticut Mutual Funds to purchase
shares valued at $500,000 or more over a 13-month period entitled those persons to purchase shares
at net asset value without being subject to the Class A initial sales charge

Any of the Class A shares of a Fund and the other Former Connecticut Mutual Funds that were purchased at
net asset value prior to March 18, 1996, remain subject to the prior Class A CDSC, or if any additional shares are
purchased by those shareholders at net asset value pursuant to this arrangement they will be subject to the prior
Class A CDSC.

|X| Class A Sales Charge Waivers. Additional Class A shares of a Fund may be purchased without a sales charge,
by a person who was in one (or more) of the categories below and acquired Class A shares prior to
March 18, 1996, and still holds Class A shares:
1) any purchaser, provided the total initial amount invested in the Fund or any one or more of the
Former Connecticut Mutual Funds totaled $500,000 or more, including investments made pursuant to
the Combined Purchases, Statement of Intention and Rights of Accumulation features available at
the time of the initial purchase and such investment is still held in one or more of the Former
Connecticut Mutual Funds or a Fund into which such Fund merged;
2) any participant in a qualified plan, provided that the total initial amount invested by the plan
in the Fund or any one or more of the Former Connecticut Mutual Funds totaled $500,000 or more;
3) Directors of the Fund or any one or more of the Former Connecticut Mutual Funds and members of
their immediate families;
4) employee benefit plans sponsored by Connecticut Mutual Financial Services, L.L.C. ("CMFS"), the
prior distributor of the Former Connecticut Mutual Funds, and its affiliated companies;
5) one or more members of a group of at least 1,000 persons (and persons who are retirees from such
group) engaged in a common business, profession, civic or charitable endeavor or other activity,
and the spouses and minor dependent children of such persons, pursuant to a marketing program
between CMFS and such group; and
6) an institution acting as a fiduciary on behalf of an individual or individuals, if such
institution was directly compensated by the individual(s) for recommending the purchase of the
shares of the Fund or any one or more of the Former Connecticut Mutual Funds, provided the
institution had an agreement with CMFS.

Purchases of Class A shares made pursuant to (1) and (2) above may be subject to the Class A CDSC of the
Former Connecticut Mutual Funds described above.

Additionally, Class A shares of a Fund may be purchased without a sales charge by any holder of a variable
annuity contract issued in New York State by Connecticut Mutual Life Insurance Company through the Panorama Separate
Account which is beyond the applicable surrender charge period and which was used to fund a qualified plan, if that
holder exchanges the variable annuity contract proceeds to buy Class A shares of the Fund.

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

In addition to the waivers set forth in the Prospectus and in this Appendix, above, the contingent deferred sales
charge will be waived for redemptions of Class A and Class B shares of a Fund and exchanges of Class A or Class B
shares of a Fund into Class A or Class B shares of a Former Connecticut Mutual Fund provided that the Class A or
Class B shares of the Fund to be redeemed or exchanged were (i) acquired prior to March 18, 1996 or (ii) were
acquired by exchange from an Oppenheimer fund that was a Former Connecticut Mutual Fund. Additionally, the shares of
such Former Connecticut Mutual Fund must have been purchased prior to March 18, 1996:
1) by the estate of a deceased shareholder;
2) upon the disability of a shareholder, as defined in Section 72(m)(7) of the Internal Revenue Code;
3) for retirement distributions (or loans) to participants or beneficiaries from retirement plans qualified
under Sections 401(a) or 403(b)(7)of the Code, or from IRAs, deferred compensation plans created under
Section 457 of the Code, or other employee benefit plans;
4) as tax-free returns of excess contributions to such retirement or employee benefit plans;
5) in whole or in part, in connection with shares sold to any state, county, or city, or any instrumentality,
department, authority, or agency thereof, that is prohibited by applicable investment laws from paying a
sales charge or concession in connection with the purchase of shares of any registered investment
management company;
6) in connection with the redemption of shares of the Fund due to a combination with another investment
company by virtue of a merger, acquisition or similar reorganization transaction;
7) in connection with the Fund's right to involuntarily redeem or liquidate the Fund;
8) in connection with automatic redemptions of Class A shares and Class B shares in certain retirement plan
accounts pursuant to an Automatic Withdrawal Plan but limited to no more than 12% of the original value
annually; or
9) as involuntary redemptions of shares by operation of law, or under procedures set forth in the Fund's
Articles of Incorporation, or as adopted by the Board of Directors of the Fund.

o Special Reduced Sales Charge for Former Shareholders of Advance America Funds, Inc.
- ----------------------------------------------------------------------------------------------------------------------

Shareholders of Oppenheimer Municipal Bond Fund, Oppenheimer U.S. Government Trust, Oppenheimer Strategic Income
Fund and Oppenheimer Capital Income Fund who acquired (and still hold) shares of those funds as a result of the
reorganization of series of Advance America Funds, Inc. into those Oppenheimer funds on October 18, 1991, and who
held shares of Advance America Funds, Inc. on March 30, 1990, may purchase Class A shares of those four Oppenheimer
funds at a maximum sales charge rate of 4.50%.
o 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:
(50) the Manager and its affiliates,
(51) present or former officers, directors, trustees and employees (and their "immediate families" as defined in
the Fund's Statement of Additional Information) of the Fund, the Manager and its affiliates, and
retirement plans established by them or the prior investment advisor of the Fund for their employees,
(52) registered management investment companies or separate accounts of insurance companies that had an
agreement with the Fund's prior investment advisor or distributor for that purpose,
(53) 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,
(54) 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,
(55) dealers, brokers, or registered investment advisors that had entered into an agreement with the Distributor
or the prior distributor of the Fund specifically providing for the use of Class M shares of the Fund
in specific investment products made available to their clients, and
dealers, brokers or registered investment advisors that had entered into an agreement with the Distributor or prior
distributor of the Fund's shares to sell shares to defined contribution employee retirement plans for which the
dealer, broker, or investment advisor provides administrativeservices.

- --------
1 Mr. Motley was elected as Trustee to the Board I Funds effective October 10, 2002.
* 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 does not apply to 403(b)(7) custodial plans if the participant is less than age 55, nor to IRAs.
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

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Oppenheimer Enterprise Fund
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Internet Web Site:
WWW.OPPENHEIMERFUNDS.COM
------------------------

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

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

Transfer Agent
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217
1-800-525-7048

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

Independent Auditors
KPMG LLP
707 Seventeenth Street
Denver, Colorado 80202

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

PX885.1002

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