OPPENHEIMER TRINITY VALUE FUND
485APOS, 2000-12-22
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                                                     Registration No. 333-79707
                                                             File No. 811-9365


                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 20549

                                  FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                   [X]

Pre-Effective Amendment No.                                                [X]


Post-Effective Amendment No. 2                                           [   ]


                                    and/or

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


Amendment No. 4                                                            [X]



                        OPPENHEIMER TRINITY VALUE FUND
------------------------------------------------------------------------------
              (Exact Name of Registrant as Specified in Charter)

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

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                                 212-323-0200
------------------------------------------------------------------------------
             (Registrant's Telephone Number, including Area Code)

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                           Andrew J. Donohue, Esq.
------------------------------------------------------------------------------
                            OppenheimerFunds, Inc.
            Two World Trade Center, New York, New York 10048-0203
------------------------------------------------------------------------------
                   (Name and Address of Agent for Service)

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


[   ] Immediately upon filing pursuant to paragraph (b)
[   ] On November 28, 2000 pursuant to paragraph (b)
[   ] 60 days after filing pursuant to paragraph (a)(1)
[X]   On January 22, 2001 pursuant to paragraph (a)(1)
[   ] 75 days after filing pursuant to paragraph (a)(2)
[   ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

[   ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.



<PAGE>


                                 Oppenheimer
                             Trinity Value FundSM


Prospectus dated January 22, 2001


                                          Oppenheimer  Trinity Value FundSM is
                                          a mutual  fund that seeks  long-term
                                          growth of capital.  The Fund invests
                                          primarily  in  "undervalued"  stocks
                                          that   are   included   in  the  S&P
                                          500/BARRA Value Index.

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





                                                       (OppenheimerFunds logo)


<PAGE>


24

                                      3
Contents
            About The Fund
------------------------------------------------------------------------------

            The Fund's Investment Objective and Strategies

            Main Risks of Investing in the Fund

            The Fund's 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

            How to Sell Shares
            By Mail
            By Telephone

            How to Exchange Shares

            Shareholder Account Rules and Policies

            Dividends, Capital Gains and Taxes

            Financial Highlights



<PAGE>



ABOUT THE FUND


The Fund's Investment Objective and Strategies

WHAT IS THE FUND'S INVESTMENT  OBJECTIVE?  The Fund's investment  objective is
to seek long-term growth of capital.

WHAT DOES THE FUND MAINLY  INVEST IN? The Fund  invests in common  stocks that
are included in the S&P 500/BARRA  Value Index, a subset of stocks included in
the Standard & Poor's  Composite  Index of 500 Stocks  ("S&P 500 Index").  The
Fund  does not  expect  to invest  in all of the  stocks  included  in the S&P
500/BARRA  Value  Index  at the  same  time,  and the  Fund's  investments  in
particular  stocks may be allocated in amounts that vary from the proportional
weightings of those stocks in the S&P 500/BARRA  Value Index.  Therefore,  the
Fund is not an "index" fund.

HOW DOES THE SUB-ADVISOR DECIDE WHAT SECURITIES TO BUY OR SELL?
The  Fund's  investment   Manager,   OppenheimerFunds,   Inc.  has  engaged  a
Sub-Advisor,   Trinity  Investment  Management  Corporation,   to  select  the
securities  for  the  Fund's   portfolio.   The  Sub-Advisor   primarily  uses
value-oriented  investment  analyses to determine which stocks to buy and sell
on behalf of the Fund. In using these  approaches,  the Sub-Advisor  looks for
stocks that appear to be  temporarily  undervalued  by various  measures.  The
Sub-Advisor  seeks stocks having prices that are relatively low in relation to
what the team considers to be their real worth or future  prospects,  with the
expectation  that the  Fund  will  realize  appreciation  in the  value of its
holdings.

      The  Sub-Advisor   generally   adheres  to  the  following   systematic,
disciplined  investment  process.  While the Fund's investment process and its
implementation  may  vary  in  particular  cases,  the  process  includes  the
following strategies:

o     The Sub-Advisor  considers stocks that are included in the S&P 500/BARRA
         Value Index as  investments  for the Fund's  portfolio.  Under normal
         circumstances,  at least 80% of the Fund's assets will be invested in
         stocks included in the index.
o     The  Sub-Advisor   uses   proprietary   quantitative   valuation  models
         incorporating data derived from qualitative  fundamental  research to
         identify  stocks  within  the  S&P  500/BARRA  Value  Index  that  it
         considers  undervalued.   Individual  stocks  are  selected  for  the
         Fund's  portfolio  using a ranking  process based on those  valuation
         models.
o     Seeking to reduce the Fund's overall risk, the  Sub-Advisor  diversifies
         the Fund's  portfolio  by  allocating  the Fund's  investments  among
         industries within the S&P 500/BARRA Value Index.

      The investment  process is more fully  described under "About the Fund's
Investments," below.

WHO IS THE FUND  DESIGNED  FOR? The Fund is designed  primarily  for investors
seeking  capital  growth in their  investment  over the long  term.  Investors
should be willing to assume the risks of short-term  share price  fluctuations
that are typical for a fund investing in stocks.  The Fund is not designed for
investors requiring current income.  Because of its focus on long-term growth,
the Fund may be  appropriate  for a portion of a retirement  plan  investment.
The Fund is not a complete investment program.


Main Risks of Investing in the Fund

      All investments carry risks to some degree.  The Fund's  investments are
subject to changes in their  value from a number of factors  described  below.
There is also the risk that poor security  selection by the  Sub-Advisor  will
cause the Fund to underperform other funds having a similar objective.

RISKS OF INVESTING IN STOCKS.  Stocks fluctuate in price, and their short-term
volatility at times may be great.  Because the Fund focuses its investments in
stocks,  the value of the Fund's  portfolio will be affected by changes in the
stock  markets.  This  market  risk will affect the Fund's net asset 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 move in the same direction  uniformly or at
the same time.  Because the Fund limits its stock investments to stocks traded
on U.S.  exchanges;  the  Fund's net asset  value per share  will be  affected
primarily by changes in U.S. stock markets.

      Additionally,  stocks  of  issuers  in  a  particular  industry  may  be
affected by changes in economic  conditions  that  affect that  industry  more
than others,  or by changes in government  regulations,  availability of basic
resources or supplies,  or other events.  The Fund does not concentrate 25% or
more of its assets in any one  industry,  and the  portfolio  management  team
seeks to reduce  the  effects of  industry  risks by  diversifying  the Fund's
investments  among 34 industry  groups defined by the  Sub-Advisor  within the
S&P  500/BARRA  Value  Index.  However,   there  is  no  assurance  that  this
diversification  strategy will reduce  fluctuations in the value of the Fund's
shares  related to events  affecting  the  stocks of  issuers in a  particular
industry.

      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.

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

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

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


The Fund's Performance

Because the Fund  commenced  operations  on September 1, 1999,  calendar  year
performance  information  for  1999 is not  included  in this  Prospectus.  To
obtain  the  Fund's  performance  information,  you  can  either  contact  the
Transfer  Agent at the toll free  number on the back cover of this  prospectus
to request the Fund's annual report,  or visit the  OppenheimerFunds  Internet
web site at www.oppenheimerfunds.com.

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  period  ended  July 31,  2000,  except  that the  numbers  for Class N
shares,  which is a new class,  are based on the Fund's  anticipated  expenses
for Class N shares during the upcoming year.

<TABLE>
<CAPTION>

Shareholder Fees (charges paid directly from your investment):
-------------------------------------------------------------------------------

<S>                         <C>            <C>           <C>          <C>          <C>
                            Class A        Class B       Class C      Class N      Class Y
                            Shares        Shares        Shares       Shares        Shares

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
   Maximum Sales Charge        5.75%          None          None                      None
(Load)
on purchases
(as % of offering
price)                                                                None

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

Maximum Deferred Sales      None1           5%2           1%3                         None
Charge (Load) (as % of
the
lower of the original
offering
price or redemption                                                    1%4
proceeds)

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

1.    A  contingent   deferred  sales  charge  may  apply  to  redemptions  of
   investments of $1 million or more  ($500,000 for retirement  plan accounts)
   of Class A shares. See "How to Buy Shares" 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.
Applies  to  shares  redeemed  within 18 months  of  retirement  plan's  first
   purchase of Class N shares.


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

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

                             Class A      Class B      Class C      Class N                                       Class Y
                             Shares        Shares       Shares       Shares                                        Shares

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

     Management Fees          0.75%        0.75%        0.75%        0.75%                                         0.75%

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

Distribution       and/or     0.11%        1.00%        1.00%                                                       N/A
Service

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

(12b-1) Fees                                                         0.50%

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

     Other Expenses           0.67%        0.66%        0.66%        0.67%                                         0.67%

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

 Total Annual Operating       1.53%        2.41%        2.41%        1.92%                                         1.42%
        Expenses

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

</TABLE>


Expenses  may vary in future  years.  "Other  expenses"  are  estimates of the
transfer  agent fees,  custodial  fees, and accounting and legal expenses that
the Fund pays.  Class N shares  were not  offered  for sale  during the Fund's
last  fiscal  year.  The  expenses  above for Class N shares  are based on the
expected expenses for that class of shares for the current fiscal year.


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:

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

 ----------------------                                5 Years       10 Years 1
 If shares are             1 Year       3 Years
 redeemed:
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 Class A Shares             $722        $1,031         $1,361          $2,294
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 Class B Shares             $744        $1,051         $1,485          $2,327
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

 Class C Shares             $344         $751          $1,285          $2,746

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

 Class N Shares             $295         $603          $1,037          $2,243

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

 Class Y Shares             $145         $449           $776           $1,702

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

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

 If shares are not         1 Year       3 Years        5 Years       10 Years 1
 redeemed:
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 Class A Shares             $722        $1,031         $1,361          $2,294
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

 Class B Shares             $244         $751          $1,285          $2,327

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

 Class C Shares             $244         $751          $1,285          $2,746

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

 Class N Shares             $195         $603          $1,037          $2,243

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

 Class Y Shares             $145         $449           $ 776          $1,702

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


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

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 Fund purchases only stocks that
are included in the S&P 500/BARRA  Value Index.  In rare  instances,  the Fund
may  temporarily  hold stocks that are removed  from the S&P  500/BARRA  Value
Index or even the S&P 500 Index.

S&P 500 Index.  The S&P 500 Index is an unmanaged  index of equity  securities
      that is a  broad-based  measure  of  changes in  domestic  stock  market
      conditions  based on the average  performance of 500 widely held stocks.
      Standard & Poor's  Corporation  selects the stocks included in the index
      and determines their relative  weightings within the index. The index is
      generally  considered a "large cap" index.  The  Sub-Advisor's  research
      capabilities  cover  approximately 98% of the stocks included in the S&P
      500 Index.

S&P  500/BARRA  Value  Index.  The S&P  500/BARRA  Value  Index is a subset of
      stocks  included in the S&P 500 Index.  The S&P 500/BARRA Value Index is
      constructed  by dividing the stocks in the S&P 500 Index  according to a
      single  attribute:  book-to-price  ratio.  The S&P 500/BARRA Value Index
      contains  stocks with  higher  book-to-price  ratios.  Stocks with lower
      book-to-price  ratios are contained in the S&P  500/BARRA  Growth Index.
      Each stock in the S&P 500 Index is assigned to either the S&P  500/BARRA
      Value Index or the S&P  500/BARRA  Growth  Index so that the two indices
      together comprise the S&P 500 Index.

      Stocks included in the S&P 500/BARRA Value Index are generally
      considered to be currently undervalued by the market and therefore
      thought to provide an opportunity for long-term potential returns.
      Stocks included in the S&P 500/BARRA Growth Index are generally
      considered to be those with the best relative short-term appreciation
      potential among the stocks included in the S&P 500 Index.

Investment  Process.  In  selecting  stocks  for  the  Fund's  portfolio,  the
      Sub-Advisor  follows a  three-step  process  intended  to  identify  the
      stocks  within the S&P  500/BARRA  Value Index that provide  opportunity
      for long-term potential returns.

      The  Sub-Advisor  first  divides the S&P  500/BARRA  Value Index into 11
      broad  economic  sectors it has  defined  (see the chart on next  page).
      Second,  each day the New York Stock  Exchange is open for trading,  the
      Sub-Advisor  ranks the stocks in each of the 11 economic  sectors of the
      index  according  to  their  underlying  values,  which  might  be quite
      different from their current stock market valuations.

      The  Sub-Advisor  ranks  each of the stocks in the 11  economic  sectors
      using quantitative  models based upon the factors that have historically
      affected  the prices for stocks  included  in each  sector.  To identify
      these factors,  the Sub-Advisor uses a proprietary research library that
      includes  a  database  of  historical   stock  prices  and   fundamental
      information  such as  earnings,  dividend  yields,  and  other  relevant
      financial information.

      The most undervalued stocks or most attractive stocks, as identified by
      the Sub-Adviser's models, are assigned a ranking of 1 (the highest
      ranking). The most overvalued stocks, as identified by the
      Sub-Adviser's value models, are assigned a ranking of 10 (the lowest
      ranking). The most undervalued or most attractive stocks are candidates
      for purchase by the Fund. Although lower ranked or less attractive
      stocks generally are candidates for sale if held by the Fund, the Fund
      does invest in some lower ranked or less attractive stocks in an
      attempt to reduce overall portfolio risk.

      Third,  in  order to  diversify  the  Fund's  investment  portfolio  and
      attempt to reduce  overall  portfolio  risk,  the  Sub-Advisor  seeks to
      align the Fund's portfolio  investments to the sector weights of the S&P
      500/BARRA  Value  Index  (see the chart on next  page).  The size of the
      Fund's  portfolio  positions in the  "undervalued"  stocks  generally is
      related to the proportionate  weights of those stocks within the S&P 500
      Index.  The size of the Fund's  portfolio  positions  in lower ranked or
      less  attractive  stocks  generally  are  less  than  the  proportionate
      weights of those stocks within the index.

      The Sub-Adviser generally will construct a portfolio of 50 to 100
      stocks for the Fund across the 11 economic sectors and 34 industry
      groups. The Fund's portfolio characteristics, such as its yield, price
      to earnings ratio and price to book ratio, will generally reflect the
      underlying characteristics of the S&P 500/BARRA Value Index.

      There is no assurance the Fund's  selection  strategy will result in the
      Fund  achieving  its objective of long-term  growth of capital.  Nor can
      there be any  assurance  that the Fund's  diversification  strategy will
      actually  reduce  the  volatility  of an  investment  in the  Fund.  The
      Statement of  Additional  Information  contains  additional  information
      about the Fund's investment policies and risks.

                          S&P 500/BARRA Value Index
                   11 Economic Sectors, 34 Industry Groups

                              Consumer Cyclicals
Retail/Merchandise
Entertainment
Building Materials
Lodging & Restaurant
Publishing
Consumer Durables
Retail/Clothing
                              Consumer Cyclicals
Retail/Merchandise
Entertainment
Building Materials
Lodging & Restaurant
Publishing
Consumer Durables
Retail/Clothing
                                Capital Goods
Electric Equipment
Aerospace
Machinery
                                Capital Goods
Electric Equipment
Aerospace
Machinery
                               Basic Materials
Chemicals
Forest Products
Metals
                               Basic Materials
Chemicals
Forest Products
Metals
                               Consumer Staples
Food/Bev/Tobacco
Household Products
Food & Drug Retail
                               Consumer Staples
Food/Bev/Tobacco
Household Products
Food & Drug Retail
                                    Energy
Integrated Oils
Oil Products/Svcs
                                    Energy
Integrated Oils
Oil Products/Svcs
                                   Finance
Consumer Finance
Money Center Banks
Insurance
Regional Banks
                                   Finance
Consumer Finance
Money Center Banks
Insurance
Regional Banks
                                 Health Care
Drugs
Hospital/Hospital Supply
                                 Health Care
Drugs
Hospital/Hospital Supply
                                Miscellaneous
Miscellaneous
                                Miscellaneous
Miscellaneous
                                  Utilities
Telephones
Electric Utilities
Gas & Water
                                  Utilities
Telephones
Electric Utilities
Gas & Water
                                Transportation
Automotive
Transportation
Auto Parts
                                Transportation
Automotive
Transportation
Auto Parts
                                  Technology
Computer Hardware
Computer Software
Electronics
                                  Technology
Computer Hardware
Computer Software
Electronics

       Basic Materials                     Miscellaneous
       Chemicals                           Miscellaneous
       Forest Products
       Metals                              Technology
                                           Computer Hardware
       Consumer Staples                    Computer Software
       Food/Bev/Tobacco                    Electronics
       Household Products
       Food & Drug Retail                  Consumer Cyclicals
                                           Retail/Merchandise
       Health Care                         Entertainment
       Drugs                               Building Materials
       Hospital/Hospital Supply            Lodging & Restaurant
                                           Publishing
       Transportation                      Consumer Durables
       Automotive                          Retail/Clothing
       Transportation
       Auto Parts                          Finance
                                           Consumer Finance
       Capital Goods                       Money Center Banks
       Electric Equipment                  Insurance
       Aerospace                           Regional Banks
       Machinery
                                           Utilities
       Energy                              Telephones
       Integrated Oils                     Electric Utilities
       Oil Products/Svcs                   Gas & Water


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

OTHER  INVESTMENT  STRATEGIES.  To seek its  objective,  the Fund can also use
the  investment  techniques and strategies  described  below.  The Fund may or
may not  use  these  investment  techniques.  These  techniques  have  certain
risks,  although  some are designed to help reduce the overall  investment  or
market risks.

Portfolio  Turnover.  The  Fund's  investment  process  may  cause the Fund to
      engage in active and frequent  trading.  Therefore,  the Fund may engage
      in short-term  trading while trying to achieve its objective.  Portfolio
      turnover   increases   brokerage   costs  the  Fund  pays  (and  reduces
      performance).  Additionally,  securities  trading  can cause the Fund to
      realize  capital gains that are  distributed to  shareholders as taxable
      distributions.

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

How the Fund Is Managed

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


      The Manager has been as an investment  adviser  since January 1960.  The
Manager  (including  subsidiaries  and an  affiliate)  managed  more than $125
billion in assets as of November 30, 2000,  including  other  Oppenheimerfunds
with  more than 5 million  including  shareholder  accounts.  The  Manager  is
located at Two World Trade Center, 34th Floor, New York, New York 10048-0203.


The Manager's Fees.  Under the Investment  Advisory  Agreement,  the Fund pays
      the  Manager  an  advisory  fee  at an  annual  rate  that  declines  on
      additional  assets as the Fund  grows:  0.75% of the first $200  million
      of  average  annual  net  assets  of the  Fund,  0.72% of the next  $200
      million,  0.69%  of the  next  $200  million,  0.66%  of the  next  $200
      million,  and  0.60% of  average  annual  net  assets  in excess of $800
      million.  The Fund's  management  fee for the period ended July 31, 2000
      was 0.75% of average annual net assets for each class of shares.

The  Sub-Advisor The Manager  retained the  Sub-Advisor to provide  day-to-day
      portfolio  management for the Fund. The  Sub-Advisor  has operated as an
      investment   advisor  since  1980.   As  of  September  30,  2000,   the
      Sub-Advisor managed over $3.7 billion for approximately 74 clients.  The
      Sub-Advisor  also serves as  sub-advisor to other  investment  companies
      for which the Manager serves as investment  advisor.  The Sub-Advisor is
      an affiliate of the Manager,  and is located at 301 North Spring Street,
      Bellefonte,  Pennsylvania  16823.  The Manager,  not the Fund,  pays the
      Sub-Advisor  an annual fee under a  Sub-Advisory  Agreement  between the
      Manager and the Sub-Advisor.

Portfolio  Management  Team.  The  Fund is  managed  by a team of  individuals
      employed  by  the   Sub-Advisor.   The  portfolio   management  team  is
      primarily   responsible  for  the  selection  of  the  Fund's  portfolio
      securities.


ABOUT YOUR ACCOUNT


How to Buy Shares

HOW DO YOU BUY SHARES? You can buy shares several ways, as described below.
o     through any dealer,  broker or  financial  institution  that has a sales
      agreement  with the Fund's  Distributor,  OppenheimerFunds  Distributor,
      Inc., or
o     directly through the Distributor, or
o     automatically  through an Asset Builder Plan under the  OppenheimerFunds
      AccountLink service.
The  Fund's  Distributor  OppenheimerFunds  Distributor,   Inc.,  may  appoint
servicing agents to accept purchase (and redemption)  orders. The Distributor,
in its sole discretion, may reject any purchase order for the Fund's shares.

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

Buying  Shares  Through  the  Distributor.  Complete an  OppenheimerFunds  New
      Account   Application   and   return   it  with  a  check   payable   to
      "OppenheimerFunds  Distributor,  Inc." Mail it to P.O. Box 5270, Denver,
      Colorado  80217.  If you  don't  list a dealer on the  application,  the
      Distributor  will act as your agent in buying the  shares.  However,  we
      recommend  that you discuss  your  investment  with a financial  advisor
      before you make a purchase to be sure that the Fund is  appropriate  for
      you.

 Buying  Shares  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  1.800.525.7048  to notify the  Distributor  of the
      wire, and to receive further instructions.

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 on the regular  business day the
      Distributor   is   instructed   by  you  to   initiate   the   Automated
      ClearingHouse  (ACH)  transfer  to buy  shares.  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.

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 you can make  additional  purchases
         of at least $25 AccountLink.
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 under an Asset  Builder Plan,  the $25 minimum
         applies. Additional purchases may be as little as $25.
o     The  minimum  investment  requirement  does  not  apply  to  reinvesting
         dividends  from the Fund or other  Oppenheimer  funds (a list of them
         appears in the  Statement of Additional  Information,  or you can ask
         your   dealer   or  call  the   Transfer   Agent),   or   reinvesting
         distributions   from   unit   investment   trusts   that   have  made
         arrangements with the Distributor.

AT WHAT PRICE ARE SHARES SOLD?  Shares are sold at their  offering  price (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 Denver,  Colorado,
or after any agent appointed by the  Distributor  receives the order and sends
it to the Distributor.

Net Asset Value.  The net asset value of each class of shares is determined 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.,  New York
      time,  but may close  earlier on some days.  All  references  to time in
      this Prospectus mean "New York 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  foreign
      investments  might change  significantly  on days when investors  cannot
      buy or redeem shares.

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 for regular  accounts or $500,000 for
      certain  retirement  plans).  The amount of that sales  charge will vary
      depending  on the amount you invest.  The sales  charge rates are listed
      in "How Can I 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 I 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 I Buy Class C Shares?" below.
------------------------------------------------------------------------------

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

Class N Shares.  Class N shares are  offered  only  through  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 through  retirement
      plans  (not  including  IRAs and  403(b)  plans)  that  have  assets  of
      $500,000   or  more  or  100  or  more   eligible   plan   participants.
      Non-retirement  plan investors  cannot buy Class N shares  directly.  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  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 "Who Can 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 effect 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 or Class C. For  retirement  plans  that
      qualify to purchase  Class N shares,  Class N shares  generally  will be
      more advantageous than Class C shares.  Class B shares are not available
      for purchase by such retirement plans.


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  or  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 or Class Y  shares,  such as the
      Class B, Class C and Class N asset-based  sales charge  described  below
      and in the Statement of Additional  Information.  Share certificates are
      not  available  for Class B, Class C and Class N shares,  and 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 My Broker?  A salesperson,  such as a
      broker,  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 concession.  The  Distributor  reserves the right to pay 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
                     Charge As a         Charge As a         Concession As
                     Percentage of       Percentage of Net   Percentage of
Amount of Purchase   Offering Price      Amount Invested     Offering Price

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


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  described  in Appendix B to the
      Statement of Additional  Information.  The  Distributor  pays dealers of
      record  concessions  in an  amount  equal  to  1.0% of  purchases  of $1
      million or more other than purchases by those retirement  accounts.  For
      those  retirement  plan  accounts,  the  concession is 1.0% of the first
      $2.5  million,  plus  0.50%  of the next  $2.5  million,  plus  0.25% of
      purchases  over $5 million,  calculated  on a calendar  year  basis.  In
      either case,  the  concession  will be paid only on purchases  that were
      not  previously   subject  to  a  front-end   sales  charge  and  dealer
      concession.1

      If you redeem any of those shares within in 18-months  "holding  period"
      measured  from  the end 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 (1) 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 (2) the original net asset value of the
      redeemed shares.  However,  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.


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.  The  Class  A
      initial and  contingent  deferred  sales  charges are not imposed in the
      circumstances  described in Appendix B to the  Statement  of  Additional
      Information.

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



<PAGE>


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

In the table, a "year" is a 12-month period.

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 Class B shares you hold  convert,  a prorated  portion
      of your Class B shares that were acquired by  reinvesting  dividends and
      distributions  on the  converted  shares  will also  convert  to Class A
      shares. The conversion feature is subject to the continued  availability
      of a tax ruling described 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 end 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.


WHO CAN BUY CLASS N SHARES? Class N shares are offered only through
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 through retirement
plans (not including IRAs and 403(b) plans) that have assets of $500,000 or
more or 100 or more eligible participants. Non-retirement plan investors
cannot buy Class N shares directly.

      A contingent deferred sales charge of 1.00% will be imposed if:

o     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

o     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.

      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
purchasing redeeming, exchanging or transferring Class N shares offered
through a group retirement plan must be submitted by the plan, not by plan
participants for whose benefit the shares are held.


WHO CAN BUY CLASS Y  SHARES?  Class Y shares  are sold at net asset  value per
share  without  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. For example,  Massachusetts Mutual Life Insurance Company, an affiliate
of the Manager,  may purchase Class Y shares of the Fund and other Oppenheimer
funds (as well as Class Y shares of funds  advised  by  MassMutual)  for asset
allocation  programs,  investment companies or separate investment accounts it
sponsors and offers to its  customers.  Individual  investors  are not able to
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 and
the  special  account  features  available  to  investors  buying  those other
classes  of shares do not apply to Class Y shares.  An  exception  is that the
time those orders must be received by the  Distributor or its agents or by the
Transfer  Agent is the same for Class Y as for other share  classes.  However,
those  instructions  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.


Distribution  and Service  Plans for Class B, Class C and Class N Shares.  The
      Fund has adopted  Distribution  and  Service  Plans for Class B, Class C
      and Class N shares to compensate  the  Distributor  for its services 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  were  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  sales  concessions  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.

      The  Distributor  currently  pays  sales  concessions  of  0.75%  of the
      purchase  price of Class C shares to dealers  from its own  resources at
      the time of sale.  Including  the advance of the service  fee, the total
      amount  paid by the  Distributor  to the  dealer  at the time of sale of
      Class  C  shares  is  therefore  1.00%  of  the  purchase   price.   The
      Distributor pays the asset-based  sales charge as an ongoing  concession
      to the dealer on Class C shares  that have been  outstanding  for a year
      or more.

      The  Distributor  currently  pays a sales  concession  of  0.75%  of the
      purchase  price of Class N shares to dealers  from its own  resources at
      the time of sale.  Including  the  advance of the  service fee the total
      amount  paid by the  Distributor  to the  dealer  at the time of sale of
      Class  N  shares  is  therefore  1.00%  of  the  purchase   price.   The
      Distributor retains the asset-based sales charge on Class N shares.


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 1.800.852.8457.  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 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 special PhoneLink number, 1.800.533.3310.

Purchasing  Shares.  You may  purchase  shares in  amounts up to  $100,000  by
      phone,   by   calling   1.800.533.3310.   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  WEB SITE.  You can  obtain  information  about the
Fund, as well as your account balance,  on the  OppenheimerFunds  Internet web
site, at  http://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,  you must first obtain a personal  identification number
(PIN) by calling the Transfer Agent at  1.800.533.3310.  If you do not want to
have Internet  account  transaction  capability for your account,  please call
the  Transfer  Agent  at  1.800.525.7048.  At  times,  the  web  site  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 6 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  individuals
and employers can use:
Individual  Retirement Accounts (IRAs). These include regular IRAs, Roth IRAs,
      SIMPLE IRAs, rollover IRAs and Education 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 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 1.800.525.7048, 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,
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 I 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 requests   Send courier or express mail requests

by mail:                                 to:
OppenheimerFunds Services                OppenheimerFunds Services
P.O. Box 5270                            10200 E. Girard Avenue, Building D
Denver, Colorado 80217-5270              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, call 1.800.852.8457
o     To redeem shares automatically on PhoneLink, call 1.800.533.3310

      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 7-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. With
respect to Class N shares, a 1% contingent deferred sales charge will be
imposed if:

o     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,

o     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.


      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 that 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 change 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.
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 this Fund and the fund whose shares you want to buy
         must offer the exchange privilege.
o     You must hold the shares you buy when you establish  your account for at
         least 7 days before you can exchange them.  After the account is open
         7 days, you can exchange shares every regular business day.
o     You must  meet the  minimum  purchase  requirements  for the fund  whose
         share 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  1.800.525.7048.  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  1.800.852.8457,  or by using
      PhoneLink for automated exchanges by calling  1.800.533.3310.  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 a  same-day
         exchange.  For  example,  the receipt of multiple  exchange  requests
         from a "market timer" might require the Fund to sell  securities at a
         disadvantageous time or price.
o     Because   excessive   trading  can  hurt  fund   performance   and  harm
         shareholders,  the Fund  reserves  the right to refuse  any  exchange
         request that it believes will  disadvantage it, or to refuse multiple
         exchange requests submitted by a shareholder or dealer.
o     The Fund may amend,  suspend or terminate the exchange  privilege at any
         time.  The Fund may impose  these  changes at any time,  although  it
         will  provide  you  notice  when  it is  able  to do so or when it is
         required to do so.
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.

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

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

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

The Transfer  Agent may delay  forwarding a check or  processing a payment via
      AccountLink for recently  purchased shares,  but only until the purchase
      payment  has  cleared.  That  delay  may be as much as 10 days  from the
      date the  shares  were  purchased.  That  delay  may be  avoided  if you
      purchase  shares by Federal  Funds wire or certified  check,  or arrange
      with  your  bank  to  provide  telephone  or  written  assurance  to the
      Transfer Agent that your purchase payment has cleared.

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

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

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

To avoid sending duplicate copies of materials to households, the Fund will
      mail only one copy of each prospectus, annual and semi-annual report 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 1.800.525.7048.  You may also notify the Transfer
      Agent in writing.  Individual copies of prospectuses and reports will
      be sent to you within 30 days after the Transfer Agent receives your
      request to stop householding.

Dividends, Capital Gains and Taxes


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


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

WHAT  CHOICES  DO I HAVE FOR  RECEIVING  DISTRIBUTIONS?  When  you  open  your
account,  specify on your  application  how you want to receive your dividends
and distributions. You have four options:

Reinvest  All  Distributions  in the  Fund.  You can  elect  to  reinvest  all
      dividends and capital gains  distributions  in additional  shares of the
      Fund.

Reinvest   Dividends  or  Capital  Gains.  You  can  elect  to  reinvest  some
      distributions (dividends,  short-term capital gains or long-term capital
      gains  distributions)  in  the  Fund  while  receiving  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 Distribution".  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 price
      fluctuates,  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 adviser
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 over the fiscal year. 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. Class N shares were not publicly offered during any of
the periods shown. Therefore, information about Class N shares is not
included in the following tables or in the Fund's other financial statements.

<PAGE>

<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
                                                 CLASS A               CLASS B              CLASS C               CLASS Y
                                                 ------------------    -----------------    -----------------     -----------------

                                                 PERIOD ENDED          PERIOD ENDED         PERIOD ENDED          PERIOD ENDED
                                                 JULY 31, 2000(1)      JULY 31, 2000(1)     JULY 31, 2000(1)      JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S>                                                         <C>                  <C>                  <C>                   <C>
Net asset value, beginning of period                        $10.00               $10.00               $10.00                $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                   .05                  .01                 (.02)                  .07
Net realized and unrealized loss                              (.50)                (.53)                (.41)                 (.50)
                                                 ------------------    -----------------    -----------------     -----------------
Total loss from investment operations                         (.45)                (.52)                (.43)                 (.43)

-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          (.03)                (.03)                  -- (2)              (.04)

-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $9.52                $9.45                $9.57                 $9.53
                                                 ==================    =================    =================     =================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3)                          (4.50)%              (5.18)%              (4.27)%               (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)                    $3,798                 $643                 $851                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                           $2,802                 $235                 $260                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss)                                 0.52%               (0.36)%              (0.36)%                0.62%
Expenses                                                     1.53%                2.41%                2.41%                 1.42%
Expenses, net of indirect expenses                           1.47%                2.35%                2.35%                 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       285%                 285%                 285%                  285%
</TABLE>

1. For the period from  September 1, 1999  (commencement  of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000  hypothetical  initial investment on the business day before
the first day of the fiscal period (or  commencement  of  operations),  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.


 Oppenheimer Trinity Value Fund





<PAGE>



INFORMATION AND SERVICES


For More Information on Oppenheimer Trinity Value FundSM:


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

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

    ANNUAL AND SEMI-ANNUAL REPORTS Additional information about the Fund's
    investments and performance will be available in the Fund's Annual and
    Semi-Annual Reports to shareholders. The Annual Report will include 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  (when  they are  available),  and  other  information
about the Fund or your account:

By Telephone:     Call OppenheimerFunds Services toll-free:
                  1.800.525.7048

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 web
                        site:
                   http://www.oppenheimerfunds.com

You can also obtain copies of the Statement of Additional Information and
other Fund documents and reports by visiting the SEC's Public Reference Room
in Washington, D.C. (Phone 1.202.942.8090) or the EDGAR database on the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained after payment
of a duplicating fee by electronic request at the SEC's e-mail address:
[email protected] or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.

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

                                          The Fund's shares are
distributed by:
                                          [logo] OppenheimerFunds
                                                     Distributors, Inc.

The Fund's SEC File No. 811-09361
PR0381.001.0101
Printed on recycled paper.




<PAGE>


                       Oppenheimer Trinity Value FundSM
------------------------------------------------------------------------------
6803 South Tucson Way, Englewood, Colorado 80112
1-800-525-7048


Statement of Additional Information dated January 22, 2001

      This  Statement of  Additional  Information  is not a  Prospectus.  This
document  contains  additional  information  about  the Fund  and  supplements
information  in the  Prospectus  dated  January  22,  2001.  It should be read
together with the  Prospectus,  which may be obtained by writing to the Fund's
Transfer Agent,  OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado
80217,  or by calling the Transfer Agent at the toll-free  number shown above,
or  by  downloading  it  from  the  OppenheimerFunds   Internet  web  site  at
www.oppenheimerfunds.com.


Contents
                                                                        Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks..
    The Fund's Investment Policies.....................................
    Other Investment Techniques and Strategies.........................
    Investment Restrictions............................................

How the Fund is Managed ...............................................
    Organization and History...........................................
    Trustees and Officers..............................................
    The Manager........................................................
    The Sub-Advisor....................................................

Brokerage Policies of the Fund.........................................
Distribution and Service Plans.........................................
Performance of the Fund................................................

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

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

Appendix A: Economic Sectors and Industry Groups....................... A-1
Appendix B: Special Sales Charge Arrangements and Waivers.............. B-1




<PAGE>


ABOUT THE FUND

    Additional Information About the Fund's Investment Policies and Risks

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

The Fund's  Investment  Policies.  The composition of the Fund's portfolio and
the techniques and strategies that the Fund's Sub-Advisor,  Trinity Investment
Management  Corporation,  can use in selecting  portfolio  securities may vary
over time.  The Fund is not  required  to use the  investment  techniques  and
strategies  described  below at all times in seeking its goal. It may use some
of the special  investment  techniques  and strategies at some times or not at
all. Nonetheless,  when selecting the Fund's portfolio investments, the Fund's
the  Sub-Advisor,  who is retained  by the  Manager,  OppenheimerFunds,  Inc.,
typically adheres to the following disciplined,  systematic approach, which is
more fully described in the Prospectus.

      Each  day  the  New  York  Stock  Exchange  is  open  for  trading,  the
Sub-Advisor  ranks nearly all of the stocks comprising the S&P 500/BARRA Value
Index  according to their relative  valuations,  which may vary  substantially
from current market  valuations.  The S&P 500/BARRA Value Index is a subset of
the  Standard  &  Poor's   Composite  Index  of  500  Stocks,   consisting  of
approximately  300 to 400 common  stocks.  The  Sub-Advisor  determines  these
rankings  by dividing  the S&P  500/BARRA  Value Index into 11 broad  economic
sectors (Appendix A) and using specially selected valuation models.

      After  identifying the most  undervalued  and most overvalued  stocks in
the S&P 500/BARRA  Value Index,  the  Sub-Advisor  generally  selects the most
undervalued stocks for the Fund's portfolio.  In order to diversify the Fund's
portfolio  investments  and  attempt to reduce  overall  portfolio  risk,  the
Sub-Advisor  seeks to align the Fund's  portfolio  investments with the sector
weights of the index (See Appendix A).

      In selecting stocks for the Fund's portfolio,  the portfolio  management
team,  whose  members  are  employed  by  the   Sub-Advisor,   primarily  uses
value-oriented  investment analyses. In using these approaches,  the portfolio
management team looks for stocks that appear to be temporarily  undervalued by
various  measures.  The portfolio  management  team seeks stocks having prices
that are  relatively  low in relation to what the team  considers  to be their
real  worth or  future  prospects,  with the  expectation  that the Fund  will
realize appreciation in the value of its holdings.

      Some of the measures used to identify undervalued stocks include,  among
others:
         |_|            Dividend Discount, which calculates the present
value of the projected stream of future dividends; stocks that sell at
discounts to present value are favored.
         |_|            Earnings Momentum, which is based on the
percentage change in trailing four-quarter earnings per share over the
last three months.
         |_| Cashflow Plowback, which seeks high cashflow relative to
capital structure and low price/cashflow ratio. The plowback feature is
based on net cashflow (cashflow minus dividends) retained by a company
each year and available for reinvestment or plowback into the business,
providing a basis for future growth.
         |_|      Price/earnings  Ratio, which is the stock's price divided by
its earnings per share. A stock having a  price/earnings  ratio lower than its
historical  range,  or lower  than the  market  as a whole or that of  similar
companies may offer attractive investment opportunities.
         |_|      Price/book value Ratio,  which is the stock price divided by
the book value of the  company  per share.  It measures  the  company's  stock
price in relation to its asset value.
         |_|      Dividend  Yield,  which is measured  by dividing  the annual
dividend by the stock price per share.

      There is no assurance  the Fund's stock  selection  strategy will result
in the Fund  achieving  its  objective of long-term  capital  growth.  Nor can
there be any assurance that the Fund's diversification  strategy will actually
reduce the volatility of an investment in the Fund.


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


                  Other Investment Techniques and Strategies

      |X|   Temporary   Defensive   Investments.   For   temporary   defensive
purposes,  the Fund can  invest in  repurchase  agreements  and a  variety  of
"money  market   securities."   Money  market   securities  are  high-quality,
short-term  debt  instruments  that  may be  issued  by the  U.S.  government,
corporations,  banks or other  entities.  They may  have  fixed,  variable  or
floating  interest rates. The following is a brief description of the types of
money market securities the Fund may invest in.

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

      In a  repurchase  transaction,  the  Fund  buys  a  security  from,  and
simultaneously   resells  it  to,  an  approved  vendor  for  delivery  on  an
agreed-upon  future date.  The resale price  exceeds the purchase  price by an
amount that reflects an  agreed-upon  interest  rate  effective for the period
during which the repurchase  agreement is in effect.  Approved vendors include
U.S.  commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been  designated as primary dealers in government  securities.  They must
meet credit  requirements  set by the 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   fundamental   policy  limits  on  holding  illiquid
investments.  The Fund cannot  enter into a repurchase  agreement  that causes
more  than 10% of its total  assets to be  subject  to  repurchase  agreements
having a maturity  beyond  seven days.  There is no limit on the amount of the
Fund's assets that may be subject to repurchase  agreements  having maturities
of seven days or less.

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

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

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

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

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

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

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

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

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

      |X|   Loans  of  Portfolio  Securities.  To  raise  cash  for  liquidity
purposes,  the Fund can lend its portfolio securities to brokers,  dealers and
other  types  of  financial  institutions  approved  by the  Fund's  Board  of
Trustees.  These  loans are  limited  to not more than 10% of the value of the
Fund's total assets.  The Fund currently does not intend to engage in loans of
securities,  but if it does so,  such loans  will not likely  exceed 5% of the
Fund's total assets.

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

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

      |X|   Illiquid  and  Restricted  Securities.   Under  the  policies  and
procedures   established  by  the  Fund's  Board  of  Trustees,   the  Manager
determines  the  liquidity of certain of the Fund's  investments.  Investments
may be illiquid because of the absence of an active trading market,  making it
difficult to value them or dispose of them promptly at an acceptable  price. A
restricted  security is one that has a contractual  restriction  on its resale
or which cannot be sold publicly  until it is registered  under the Securities
Act of 1933.

      As a fundamental  policy,  the Fund will not invest more than 10% of its
total  assets in  illiquid  or  restricted  securities,  including  repurchase
agreements  having a maturity  beyond  seven days,  portfolio  securities  for
which market  quotations  are not readily  available  and time  deposits  that
mature in more than 2 days.  Certain  restricted  securities that are eligible
for resale to qualified institutional  purchasers, as described below, may not
be  subject  to  that  limit.  The  Manager  monitors   holdings  of  illiquid
securities  on an ongoing  basis to determine  whether to sell any holdings to
maintain adequate liquidity.

      To enable the Fund to sell its  holdings of a  restricted  security  not
registered  under the Securities Act of 1933, the Fund may have to cause those
securities  to  be  registered.   The  expenses  of   registering   restricted
securities  may be negotiated by the Fund with the issuer at the time the Fund
buys the securities.  When the Fund must arrange registration because the Fund
wishes to sell the  security,  a  considerable  period may elapse  between the
time the  decision is made to sell the  security  and the time the security is
registered  so that the Fund  could  sell it. The Fund would bear the risks of
any downward price fluctuation during that period.

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

      The  Fund  has  limitations   that  apply  to  purchases  of  restricted
securities,  as  stated  above.  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.

                           Investment Restrictions

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

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

      |X|   Does the Fund Have 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.  That restriction  applies to 75% of the Fund's total assets. This
limitation does not apply to securities  issued by the U.S.  government or any
of its  agencies  or  instrumentalities  or  securities  of  other  investment
companies.


      |_|   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 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  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  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  physical  commodities  or  commodity
contracts.  This does not prohibit the Fund from purchasing or selling options
and futures or from buying or selling hedging  instruments as permitted by any
of its other investment policies.

      |_|   The Fund cannot  borrow  money except from banks in amounts not in
excess of 5% of its assets as a temporary measure to meet redemptions.

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


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


      |X|  Does  the  Fund   Have   Additional   Restrictions   That  Are  Not
"Fundamental" Policies?

      The  Fund  has  the   additional   operating   policies   that  are  not
"fundamental,"  and which can be  changed  by the  Board of  Trustees  without
shareholder approval.

      |_| The Fund can invest all of its assets in the  securities of a single
open-end  management  investment  company  for which the  Manager,  one of its
subsidiaries  or a successor is the investment  advisor or  sub-advisor.  That
fund  must  have  substantially  the same  fundamental  investment  objective,
policies and limitations as the Fund.

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


How the Fund Is Managed

Organization  and  History.  The Fund is an open-end,  diversified  management
investment   company  with  an  unlimited  number  of  authorized   shares  of
beneficial interest.  The Fund was organized as a Massachusetts business trust
in May 1999.

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


      |_|   Classes of Shares.  The Board of Trustees  has the power,  without
shareholder  approval,  to divide unissued shares of the Fund into two or more
classes.  The Board has done so, and 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. 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.

      The Trustees are  authorized 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.

      |_| 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,  whichever is less.
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.

Trustees and Officers of the Fund. The Fund's  Trustees and officers and their
principal  occupations and business  affiliations  and occupations  during the
past five years are listed below.  Trustees denoted with an asterisk (*) below
are  deemed  to be  "interested  persons"  of the Fund  under  the  Investment
Company Act.  All of the  Trustees are trustees or directors of the  following
New York-based Oppenheimer funds:2

Oppenheimer  California  Municipal Fund Oppenheimer  International Small Company
Fund Oppenheimer  Capital  Appreciation  Fund Oppenheimer  Large Cap Growth 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  U.S.
Government Trust  Oppenheimer  Global Growth & Income Fund  Oppenheimer  Trinity
Core Fund Oppenheimer  Gold & Special  Minerals Fund Oppenheimer  Trinity Growth
Fund  Oppenheimer  Growth  Fund  Oppenheimer   Trinity  Value  Fund  Oppenheimer
International Growth Fund Oppenheimer World Bond Fund

                        Ms. Macaskill and Messrs. Spiro, Donohue, Wixted,
Zack, Bishop and Farrar respectively hold the same offices with the other
New York-based Oppenheimer funds as with the Fund.

Leon Levy, Chairman of the Board of Trustees, Age: 75.
280 Park Avenue, New York, NY 10017
General Partner of Odyssey  Partners,  L.P.  (investment  partnership)  (since
1982) and Chairman of Avatar Holdings, Inc. (real estate development).


Donald W. Spiro, Vice Chairman of the Board of Trustees, Age: 75.
399 Ski Trail, Smoke Rise, New Jersey 07405
Formerly he held the following  positions:  Chairman  Emeritus  (August 1991 -
August 1999),  Chairman (November 1987 - January 1991) and a director (January
1969  -  August   1999)   of  the   Manager;   President   and   Director   of
OppenheimerFunds  Distributor,  Inc.,  a  subsidiary  of the  Manager  and the
Fund's Distributor (July 1978 - January 1992).


Bridget A. Macaskill*, President and Trustee; Age: 52.
Two World Trade Center, New York, New York 10048-0203

Chairman (since August 2000),  Chief Executive  Officer (since September 1995)
and a  director  (since  December  1994)  of  the  Manager;  President  (since
September   1995)  and  a  director   (since   October  1990)  of  Oppenheimer
Acquisition  Corp.,  the Manager's parent holding  company;  President,  Chief
Executive   Officer  and  a  director   (since  March  2000)  of  OFI  Private
Investments,  Inc., an investment adviser subsidiary of the Manager;  Chairman
and  a  director  of  Shareholder  Services,  Inc.  (since  August  1994)  and
Shareholder  Financial Services,  Inc. (since September 1995),  transfer agent
subsidiaries of the Manager;  President  (since September 1995) and a director
(since  November 1989) of Oppenheimer  Partnership  Holdings,  Inc., a holding
company  subsidiary of the Manager;  President and a director  (since  October
1997) of  OppenheimerFunds  International  Ltd., an offshore  fund  management
subsidiary of the Manager and of Oppenheimer  Millennium Funds plc; a director
of  HarbourView  Asset  Management   Corporation  (since  July  1991)  and  of
Oppenheimer Real Asset Management,  Inc. (since July 1996), investment adviser
subsidiaries   of  the   Manager;   a   director   (since   April   2000)   of
OppenheimerFunds  Legacy Program,  a charitable  trust program  established by
the  Manager;  a director  of  Prudential  Corporation  plc (a U.K.  financial
service  company);  President  and  a  trustee  of  other  Oppenheimer  funds;
formerly President of the Manager (June 1991 - August 2000).


Robert G. Galli, Trustee, Age: 67.
19750 Beach Road, Jupiter, FL 33469
A  Trustee  or  Director  of other  Oppenheimer  funds.  Formerly  he held the
following  positions:  Vice  Chairman  (October  1995  -  December  1997)  and
Executive  Vice  President  (December  1977 -  October  1995) of the  Manager;
Executive  Vice  President  and a  director  (April  1986 -  October  1995) of
HarbourView Asset Management Corporation.

Phillip A. Griffiths, Trustee, Age: 62.
97 Olden Lane, Princeton, N. J. 08540
The Director of the  Institute  for Advanced  Study,  Princeton,  N.J.  (since
1991) 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.

Benjamin Lipstein, Trustee, Age: 77.
591 Breezy Hill Road, Hillsdale, N.Y. 12529
Professor   Emeritus  of  Marketing,   Stern   Graduate   School  of  Business
Administration, New York University.

Elizabeth B. Moynihan, Trustee, Age: 71.
801 Pennsylvania Avenue, N.W., Washington, D.C. 20004
Author and  architectural  historian;  a trustee  of the Freer  Gallery of Art
(Smithsonian  Institute),  Executive  Committee  of Board of  Trustees  of the
National  Building  Museum;  a member of the  Trustees  Council,  Preservation
League of New York State.

Kenneth A. Randall, Trustee, Age: 73.
6 Whittaker's Mill, Williamsburg, Virginia 23185
A director of Dominion  Resources,  Inc.  (electric  utility holding company),
Dominion  Energy,  Inc.  (electric  power and oil & gas  producer),  and Prime
Retail,  Inc. (real estate  investment  trust);  formerly  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.

Edward V. Regan, Trustee, Age: 70.
40 Park Avenue, New York, New York 10016
Chairman of Municipal Assistance  Corporation for the City of New York; Senior
Fellow of Jerome  Levy  Economics  Institute,  Bard  College;  a  director  of
RBAsset (real estate  manager);  a director of OffitBank;  Trustee,  Financial
Accounting Foundation (FASB and GASB);  President,  Baruch College of the City
University of New York;  formerly New York State Comptroller and trustee,  New
York State and Local Retirement Fund.


Russell S. Reynolds, Jr., Trustee, Age: 69.
8 Sound Shore Drive, Greenwich, Connecticut 06830

Chairman  of  The  Directorship  Search  Group,  Inc.  (corporate   governance
consulting  and  executive  recruiting);  a  director  of  Professional  Staff
Limited (a U.K. temporary  staffing company);  a life trustee of International
House (non-profit  educational  organization),  and a trustee of the Greenwich
Historical Society.

Clayton K. Yeutter, Trustee, Age: 69.
10475 E. Laurel Lane, Scottsdale, Arizona 85259
Of  Counsel,   Hogan  &  Hartson  (a   Washington,   D.C.  law  firm).   Other
directorships:  Allied Zurich Pl.c;  ConAgra,  Inc.; FMC Corporation;  Farmers
Group Inc.;  Oppenheimer Funds; Texas Instruments  Incorporated;  Weyerhaeuser
Co. and Zurich Allied AG.

Andrew J. Donohue, Secretary; Age: 50.
Two World Trade Center, New York, New York 10048-0203
Executive Vice President (since January 1993),  General Counsel (since October
1991) and a director  (since  September  1995) of the Manager;  Executive Vice
President and General  Counsel (since  September  1993) and a director  (since
January  1992)  of   OppenheimerFunds   Distributor,   Inc.;   Executive  Vice
President,   General  Counsel  and  a  director  (since   September  1995)  of
HarbourView  Asset  Management   Corporation,   Shareholder  Services,   Inc.,
Shareholder  Financial Services,  Inc. and Oppenheimer  Partnership  Holdings,
Inc., of OFI Private Investments,  Inc. (since March 2000), and of PIMCO Trust
Company  (since  May  2000);  President  and a director  of  Centennial  Asset
Management  Corporation  (since  September 1995) and of Oppenheimer Real Asset
Management,  Inc.  (since July 1996);  Vice  President  and a director  (since
September  1997)  of  OppenheimerFunds   International  Ltd.  and  Oppenheimer
Millennium  Funds plc;  a  director  (since  April  2000) of  OppenheimerFunds
Legacy Program;  General  Counsel (since May 1996) and Secretary  (since April
1997) of Oppenheimer Acquisition Corp.; an officer of other Oppenheimer funds.

Brian W. Wixted,  Treasurer and Principal  Financial and  Accounting  Officer,
Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Senior  Vice  President  and  Treasurer  (since  March  1999) of the  Manager;
Treasurer  (since March 1999) of  HarbourView  Asset  Management  Corporation,
Shareholder  Services,  Inc.,  Oppenheimer Real Asset Management  Corporation,
Shareholder  Financial Services,  Inc. and Oppenheimer  Partnership  Holdings,
Inc.,   of  OFI  Private   Investments,   Inc.   (since  March  2000)  and  of
OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium  Funds plc
(since May 2000);  Treasurer and Chief  Financial  Officer (since May 2000) of
PIMCO Trust  Company;  Assistant  Treasurer  (since March 1999) of Oppenheimer
Acquisition Corp. and of Centennial Asset Management  Corporation;  an officer
of other Oppenheimer  funds;  formerly  Principal and Chief Operating Officer,
Bankers  Trust  Company - Mutual Fund  Services  Division  (March 1995 - March
1999);  Vice  President  and  Chief  Financial  Officer  of  CS  First  Boston
Investment Management Corp. (September 1991 - March 1995).

Robert G. Zack, Assistant Secretary, Age: 52.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President  (since May 1985) and Associate  General  Counsel (since
May 1981) of the Manager;  Assistant Secretary of Shareholder  Services,  Inc.
(since May 1985),  Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds  International  Ltd.  and  Oppenheimer  Millennium  Funds plc
(since October 1997); an officer of other Oppenheimer funds.

Robert J. Bishop, Assistant Treasurer, Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the  Manager/Mutual  Fund  Accounting  (since May 1996);  an
officer of other  Oppenheimer  funds;  formerly an Assistant Vice President of
the  Manager/Mutual  Fund  Accounting  (April  1994  - May  1996)  and a  Fund
Controller of the Manager.

Scott T. Farrar, Assistant Treasurer, Age: 35.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of the  Manager/Mutual  Fund  Accounting  (since  May  1996);
Assistant Treasurer of Oppenheimer  Millennium Funds plc (since October 1997);
an officer of other  Oppenheimer  Funds;  formerly an Assistant Vice President
of the  Manager/Mutual  Fund  Accounting  (April 1994 - May 1996),  and a Fund
Controller of the Manager.

      |X|  Remuneration  of  Trustees.  The  officers  of the Fund and certain
Trustees  of the Fund (Ms.  Macaskill)  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  first fiscal year ended July 31, 2000.  The  compensation  from all of
the  New  York-based   Oppenheimer  funds  (including  the  Fund)  represented
compensation  received as a director,  trustee or member of a committee of the
boards of those funds during the calendar year 1999.



<PAGE>


--------------------------------------------------------------------------------
                                               Retirement    Total Compensation
                                                Benefits          from all
Trustee's Name               Aggregate      Accrued as Part    New York based
------------------------    Compensation        of Fund          Oppenheimer
and Other Positions          from Fund1         Expenses      Funds (29 Funds)2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
       Leon Levy                $22                $0             $166,700
Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
      Donald Spiro               $5                $0              $10,250
Vice Chairman
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
    Robert G. Galli             $12                $0             $177,715
Study Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Phillip A. Griffiths           $5                $0              $5,125
Trustee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
   Benjamin Lipstein
Study Committee
Chairman,                       $20                $0             $144,100
Audit Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 Elizabeth B. Moynihan          $14                $0             $101,500
Study Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
   Kenneth A. Randall           $13                $0              $93,100
Audit Committee Member
--------------------------------------------------------------------------------
------------------------------------------------------------------------------
Proxy Committee
Chairman, Audit                 $13                $0              $92,100
Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Russell S. Reynolds, Jr.        $10                $0              $68,900
Proxy Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
   Clayton K. Yeutter            $8                $0              $51,675
Proxy Committee Member
--------------------------------------------------------------------------------
1. Aggregate  compensation includes fees, deferred  compensation,  if any, and
retirement  plan benefits  accrued for a trustee.  Effective  January 1, 2000,
Pauline Trigere resigned as a trustee of the Fund.
2. For the 1999 calendar year.
3. Calendar year 1999 figures  include  compensation  from the Oppenheimer New
York, Quest and Rochester funds.
4. Includes $5 deferred under Deferred Compensation Plan described below.
5. Includes $2 deferred under Deferred Compensation Plan described below.

                        |X| Retirement Plan for Trustees. The Fund has
adopted a retirement plan that provides for payments to retired 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.


     |_| Major Shareholders. As of December 21, 2000, the only persons who owned
of record or who were  known by the Fund to own  beneficially  5% or more of the
Fund's  outstanding  Class A, Class B, Class C, Class N and Class Y shares were:
OppenheimerFunds,   Inc.,  c/o  VP  Financial  Analysis,  6803  S.  Tucson  Way,
Englewood,   Colorado  80112-3942,  which  owned  210,000.000  Class  A  shares,
representing  44.31% of the Class A shares then outstanding,  Blake D. Gall, 131
Blackberry Ln., Boalsburg,  PA 16827-1062,  who owned 23,729.780 Class A shares,
representing   5.00%  of  the  Class  A  shares  then  outstanding,   NFSC  FEBO
#EBP-392219,  NFSCFMTC IRA  Rollover,  FBO George M. Luning,  560 Jacobs  Drive,
Williamstown,  KY 41097 who owned 14,610.506 Class C shares,  representing 8.22%
of the Class C shares  then  outstanding,  NFSC  FEBO  #BMA-862843,  William  H.
Martin, FMT CO TTEE NFRP MP, U/A 01/01/1982, 265 Brush Valley Rd., Boalsburg, PA
16827, who owned 10,070.493  Class C shares,  representing  5.67% of the Class C
shares then outstanding, and OppenheimerFunds,  Inc., c/o VP Financial Analysis,
6803 S. Tucson Way,  Englewood,  CO  80112-39245  which  owned  100,000  Class Y
shares, representing 100.00% 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:  [email protected].,  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 handles the
Fund's  day-to-day  business,  and the agreement  permits the Manager to enter
into  sub-advisory  agreements with other  registered  investment  advisors to
obtain  specialized  services  for  the  Fund,  as  long  as the  Fund  is not
obligated  to pay any  additional  fees for those  services.  The  Manager has
retained  the  Sub-Advisor  pursuant  to a  separate  Sub-Advisory  Agreement,
described  below,  under  which  the  Sub-Advisor  buys  and  sells  portfolio
securities for the Fund. The members of the portfolio  management  team of the
Fund  are  employed  by  the  Sub-Advisor  and  are  the  persons  principally
responsible  for  the  day-to-day  management  of  the  Fund's  portfolio,  as
described below.

      Under the investment  advisory  agreement,  the Fund pays the Manager an
annual fee in monthly  installments,  based on the average daily net assets of
the Fund. That fee is described in the prospectus.

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

    The Fund pays  expenses  not  expressly  assumed by the Manager  under the
advisory  agreement.  The  investment  advisory  agreement  lists  examples of
expenses paid by the Fund. The major  categories  relate to calculation of the
Fund's net asset values per share,  interest,  taxes,  brokerage  commissions,
fees to certain  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 rate  described  above,
which is 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.

          ---------------------------------------------------------
                                        Management Fees Paid to
                Period Ended:           OppenheimerFunds, Inc.
          ---------------------------------------------------------
          ---------------------------------------------------------
                   7/31/001                     $22,550
          ---------------------------------------------------------
      1. For the period from 9/1/99 (commencement of operations).

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

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

The Sub-Advisor.  The Sub-Advisor is a wholly-owned  subsidiary of Oppenheimer
Acquisition Corp., a holding company  controlled by Massachusetts  Mutual Life
Insurance Company. The Manager and the Sub-Advisor are affiliates.

      |_|   The  Sub-Advisory  Agreement.  Under  the  Sub-Advisory  Agreement
between the Manager  and the  Sub-Advisor,  the  Sub-Advisor  shall  regularly
provide  investment  advice with  respect to the Fund and invest and  reinvest
cash,  securities and the property  comprising  the assets of the Fund.  Under
the  Sub-Advisory  Agreement,   the  Sub-Advisor  agrees  not  to  change  the
portfolio  management  team of the Fund  without the  written  approval of the
Manager.   The   Sub-Advisor   also  agrees  to  provide   assistance  in  the
distribution and marketing of the Fund.

      Under the  Sub-Advisory  Agreement,  the Manager pays the Sub-Advisor an
annual fee in monthly  installments,  based on the average daily net assets of
the Fund. The fee paid to the Sub-Advisor under the Sub-Advisory  Agreement is
paid by the Manager,  not by the Fund.  The fee declines on additional  assets
as the Fund  grows:  0.25% of the first $150  million  of  average  annual net
assets  of the  Fund,  0.17% of the next $350  million,  and 0.14% of  average
annual net assets in excess of $500 million.

      The  Sub-Advisory  Agreement  states  that  in the  absence  of  willful
misfeasance,  bad faith,  negligence  or reckless  disregard  of its duties or
obligations,  the  Sub-Advisor  shall not be liable to the Manager for any act
or omission in the course of or connected  with  rendering  services under the
Sub-Advisory  Agreement  or  for  any  losses  that  may be  sustained  in the
purchase, holding or sale of any security.

                        Brokerage Policies of the Fund

Brokerage   Provisions   of  the   Investment   Advisory   Agreement  and  the
Sub-Advisory  Agreement.  One  of the  duties  of the  Sub-Advisor  under  the
Sub-Advisory  Agreement is to arrange the portfolio transactions for the Fund.
The  Fund's   investment   advisory   agreement   with  the  Manager  and  the
Sub-Advisory  Agreement  contain  provisions  relating  to the  employment  of
broker-dealers  to effect the Fund's portfolio  transactions.  The Manager and
the   Sub-Advisor   are   authorized  to  employ   broker-dealers,   including
"affiliated"  brokers,  as that term is defined in the Investment Company Act.
They may  employ  broker-dealers  that,  in their best  judgment  based on all
relevant  factors,  will  implement  the  policy  of the  Fund to  obtain,  at
reasonable   expense,   the  "best   execution"   of  the   Fund's   portfolio
transactions.  Among other things,  "best execution" means prompt and reliable
execution at the most favorable price obtainable.

      The Manager and the  Sub-Advisor  need not seek  competitive  commission
bidding.  However,  they are  expected  to be aware  of the  current  rates of
eligible   brokers  and  to  minimize  the  commissions  paid  to  the  extent
consistent  with the interests and policies of the Fund as  established by its
Board of Trustees.

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

      The  Sub-Advisory  Agreement  permits  the  Sub-Advisor  to  enter  into
"soft-dollar"  arrangements  through  the  agency of third  parties  to obtain
services for the Fund.  Pursuant to these  arrangements,  the Sub-Advisor will
undertake  to place  brokerage  business  with  broker-dealers  who pay  third
parties that provide  services.  Any such  "soft-dollar"  arrangements will be
made in  accordance  with  policies  adopted  by the Board of the Trust and in
compliance with applicable law.

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

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

         The Sub-Advisor serves as investment manager to a number of
clients, including other investment companies, and may in the future act
as investment manager or advisor to others. It is the practice of the
Sub-Advisor to allocate purchase or sale transactions among the Fund and
other clients whose assets it manages in a manner it deems equitable. In
making those allocations, the Sub-Advisor considers several main factors,
including the respective investment objectives, the relative size of
portfolio holdings of the same or comparable securities, the availability
of cash for investment, the size of investment commitments generally held
and the opinions of the persons responsible for managing the portfolios
of the Fund and other client's accounts.

         When orders to purchase or sell the same security on identical
terms are placed by more than one of the funds and/or other advisory
accounts managed by the Sub-Advisor or its affiliates, the transactions
are generally executed as received, although a fund or advisory account
that does not direct trades to a specific broker (these are called "free
trades") usually will have its order executed first. Orders placed by
accounts that direct trades to a specific broker will generally be
executed after the free trades. All orders placed on behalf of the Fund
are considered free trades. However, having an order placed first in the
market does not necessarily guarantee the most favorable price. Purchases
are combined where possible for the purpose of negotiating brokerage
commissions. In some cases that practice might have a detrimental effect
on the price or volume of the security in a particular transaction for
the Fund.

      Purchases  of  portfolio   securities   from   underwriters   include  a
commission  or  concession  paid by the issuer to the  underwriter.  Purchases
from  dealers  include a spread  between  the bid and asked  prices.  The Fund
seeks to obtain  prompt  execution of these orders at the most  favorable  net
price.

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

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


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


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

         Period Ended 7/31:      Total Brokerage Concessions Paid by the
                                                  Fund2

      ---------------------------------------------------------------------
      ---------------------------------------------------------------------
               20001                            $12,3073
      ---------------------------------------------------------------------
      1. For the period from 9/1/99 (commencement of operations).
      2.  Amounts do not  include  spreads or  concessions  on  principal
      transactions on a net trade basis.

      3.  In  the  period  ended  7/31/00,  the  amount  of  transactions
      directed to brokers for  research  services  was  $445,816  and the
      amount  of  the  concessions  paid  to  broker-dealers   for  those
      services was $611.


                        Distribution and Service Plans


The Distributor.  Under its General Distributor's Agreement with the Fund, the
Distributor acts as the Fund's principal  underwriter in the continuous public
offering of shares of the Fund's  Class A, Class B, Class C, Class N and Class
Y shares.  The  Distributor  is not  obligated  to sell a  specific  number of
shares.  Expenses normally attributable to sales are borne by the Distributor.
Class N shares were not publicly offered during the periods shown below.


      The compensation  paid to (or retained by) the Distributor from the sale
of shares or on the  redemption  of shares during the Fund's three most recent
fiscal years is shown in the table below.



<PAGE>




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

 Period    Aggregate      Class A     Concessions   Concessions   Concessions
           Front-End      Front-
             Sales       End Sales     on Class A    on Class B   on Class C
            Charges       Charges        Shares        Shares       Shares
  Ended    on Class A   Retained by   Advanced by   Advanced by   Advanced by
  7/31:      Shares    Distributor*   Distributor   Distributor   Distributor

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  2000      $10,091       $2,654         $1,281       $18,872       $6,991
-------------------------------------------------------------------------------
*Includes amounts retained by a broker-dealer that is an affiliate or a
parent of the Distributor.



<PAGE>


-------------------------------------------------------------------------------
  Period          Class A               Class B                Class C
            Contingent Deferred   Contingent Deferred    Contingent Deferred
               Sales Charges         Sales Charges              Sales
  Ended          Retained              Retained          Charges Retained by
   7/31       by Distributor        by Distributor           Distributor
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
   2000             $0                  $1,041                  $208
-------------------------------------------------------------------------------

      For  additional  information  about  distribution  of the Fund's shares,
including  fees and  expenses,  please  refer  to  "Distribution  and  Service
Plans," below.


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 Trustees3,   cast  in   person   at  a
meeting  called for the purpose of voting on that plan. The  shareholder  vote
for the  Service  Plan for Class A shares  and the  Distribution  and  Service
Plans  for  Class B and  Class C shares  was cast by the  Manager  as the sole
initial holder of Class A, Class B and Class C shares of the Fund.


      Under the plans,  the Manager and the  Distributor  may make payments to
affiliates,  in their sole  discretion,  from time to time,  and may use their
own  resources  to make  payments  to  brokers,  dealers  or  other  financial
institutions for distribution and administrative  services they perform, at no
cost to the  Fund to make  those  perform.payments.  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,  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.

      |_|   Class A Service  Plan Fees.  Under the Class A service  plan,  the
Distributor  currently uses the fees it receives from the Fund to pay brokers,
dealers  and  other   financial   institutions   (they  are   referred  to  as
"recipients")  for personal  services and account  maintenance  services  they
provide for their  customers  who hold Class A shares.  The services  include,
among  others,  answering  customer  inquiries  about the Fund,  assisting  in
establishing  and  maintaining   accounts  in  the  Fund,  making  the  Fund's
investment  plans available and providing other services at the request of the
Fund or the Distributor.  The Class A service plan permits  reimbursements  to
the  Distributor  at a rate of up to 0.25% of  average  annual  net  assets of
Class A shares.  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.

      Any unreimbursed  expenses the Distributor  incurs with respect to Class
A shares in any fiscal year  cannot be  recovered  in  subsequent  years.  The
Distributor  may not use payments  received  under the Class A Plan to pay any
of its interest  expenses,  carrying  charges,  or other  financial  costs, or
allocation of overhead.


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

      The Class B, Class C and 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.
In cases where the  Distributor  is the broker of record for Class B and Class
C shares,  i.e.  shareholder without the services of a broker directly invests
in the Fund, the Distributor will retain  asset-based sales charge and service
fee for Class B and Class C shares.

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

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

      The  asset-based  sales  charges  on Class B, Class C and Class N shares
allow  investors to buy shares without a front-end sales charge while allowing
the  Distributor to compensate  dealers that sell those shares.  The Fund pays
the asset-based  sales charges to the Distributor for its services rendered in
distributing  Class B, Class C and Class N shares.  The  payments  are made to
the Distributor in recognition that the Distributor:
o     pays sales concessions to authorized  brokers and dealers at the time of
         sale and pays service fees as described above,
o     may  finance  payment of sales  concessions  and/or  the  advance of the
         service fee  payment to  recipients  under the plans,  or may provide
         such  financing  from its own  resources or from the  resources of an
         affiliate,
o     employs personnel to support  distribution of Class B, Class C and Class
         N shares, and

o     bears  the  costs  of sales  literature,  advertising  and  prospectuses
         (other than those furnished to current  shareholders) and state "blue
         sky" registration fees and certain other distribution expenses.


      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 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.   The  plans  allow  for  the   carry-forward   of
distribution  expenses,  to be recovered  from  asset-based  sales  charges in
subsequent fiscal periods.


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

    Distribution Fees Paid to the Distributor for the Period Ended 7/31/00*

 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class:               Total        Amount      Distributor's   Distributor's
                                                 Aggregate      Unreimbursed
                                               Unreimbursed    Expenses as %
                    Payments     Retained by     Expenses      of Net Assets
                   Under Plan    Distributor    Under Plan        of Class
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class B Plan        $2,132        $1,988         $17,104          2.66%
 ------------------------------------------------------------------------------
 ------------------------------------------------------------------------------
 Class C Plan        $2,359        $2,198         $9,503           1.12%
 ------------------------------------------------------------------------------

*Class N shares were not offered for sale during the Fund's  fiscal year ended
7/31/00.


      All payments  under the Class B and the Class C 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.  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.
      |_|   An  investment in the Fund is not insured by the FDIC or any other
      government agency.
|_|   The Fund's  performance  returns do not  reflect  the effect of taxes on
         dividends and capital gains distributions.
|_|   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. 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]
------------------------------------------------------------------------------

            |_|   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.  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 7/31/00*

 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
           Cumulative                    Average Annual Total Returns
 Class of  Total Returns
 Shares    (10 years or
           Life of Class)
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------

                                 1-Year        5-Year or Life    10-Year or Life
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
           After   Without  After    Without  After    Without  After    Without
           Sales   Sales    Sales    Sales    Sales    Sales    Sales    Sales
           Charge  Charge   Charge   Charge   Charge   Charge   Charge   Charge
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
  Class A   -9.99%1 -4.50%1   N/A      N/A      N/A      N/A      N/A
                                                                          N/A
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 Class B    -9.90%1 -5.18%1   N/A      N/A      N/A      N/A      N/A
                                                                          N/A
 -------------------------------------------------------------------------------
 -------------------------------------------------------------------------------
 Class C    -5.23%1 -4.27%1   N/A      N/A      N/A      N/A      N/A       N/A
 -------------------------------------------------------------------------------
 Class Y    -4.33%1 -4.33%1   N/A      N/A      N/A      N/A      N/A
                                                                          N/A
 -------------------------------------------------------------------------------

1. Inception of Class A, Class B, Class C and Class Y: 9/01/99
*Class N shares were not offered for sale during the periods shown.


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.

      |_|   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  objectives.   Lipper
currently  ranks the Fund's  performance  against all other growth 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.

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

      Morningstar  proprietary star ratings reflect  historical  risk-adjusted
total  investment  return.  Investment  return  measures a fund's (or class's)
one-,  three-,  five- and ten-year average annual total returns  (depending on
the  inception  of the fund or class) in excess of 90-day U.S.  Treasury  bill
returns  after  considering  the fund's sales  charges and  expenses.  Risk is
measured by a fund's (or class's)  performance below 90-day U.S. Treasury bill
returns.  Risk and  investment  return are  combined to produce  star  ratings
reflecting  performance  relative to the other  funds in the fund's  category.
Five stars is the  "highest"  ranking (top 10% of funds in a  category),  four
stars is "above  average" (next 22.5%),  three stars is "average"  (next 35%),
two stars is "below  average"  (next  22.5%) and one star is "lowest"  (bottom
10%).  The current  star  rating is the fund's (or  class's)  overall  rating,
which is the  fund's  3-year  rating or its  combined  3- and  5-year  ranking
(weighted  60%/40%  respectively),  or its combined 3-, 5-, and 10-year rating
(weighted 40%/30%/30%,  respectively),  depending on the inception date of the
fund (or class). Ratings are subject to change monthly.

      The Fund may also  compare  its total  return  ranking  to that of other
funds in its  Morningstar  category,  in  addition to its star  rating.  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.

      |_|   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.

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.  Shares  will be  purchased  two regular  business  days
following the regular  business day you instruct the  Distributor  to initiate
the  Automated  Clearing  House  ("ACH")  transfer  to buy  the  shares.  That
instruction  must  be  received  prior  to the  close  of The New  York  Stock
Exchange that day.  Dividends  will begin to accrue on shares  purchased  with
the  proceeds  of ACH  transfers  on the  business  day after the  shares  are
purchased.  The Exchange  normally  closes at 4:00 P.M., but may close earlier
on certain days.  The proceeds of ACH  transfers are normally  received by the
Fund 3 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.

      |_| 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:
          |_|     Class A and Class B shares you purchase for your  individual
            accounts,  or for your joint  accounts,  or for trust or custodial
            accounts on behalf of your children who are minors, and
         |_|      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
         |_|      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   or  the
sub-distributor and currently include the following:


Oppenheimer Bond Fund                   Oppenheimer  Main Street Growth & Income
                                          Fund
Oppenheimer California Municipal Fund   Oppenheimer Main Street Opportunity Fund
Oppenheimer Capital Appreciation Fund     Oppenheimer Main Street Small Cap Fund
Oppenheimer Capital Income Fund           Oppenheimer MidCap Fund
Oppenheimer Capital Preservation Fund     Oppenheimer Multiple Strategies Fund
Oppenheimer Champion Income Fund          Oppenheimer Municipal Bond Fund
Oppenheimer Convertible Securities Fund   Oppenheimer New York Municipal Fund
Oppenheimer Developing Markets Fund      Oppenheimer New Jersey Municipal Fund
Oppenheimer Disciplined Allocation Fund  Oppenheimer Pennsylvania Municipal Fund
Oppenheimer Disciplined Value Fund        Oppenheimer Quest Balanced Value Fund
                                        Oppenheimer  Quest  Capital  Value Fund,
Oppenheimer Discovery Fund                Inc.
                                        Oppenheimer  Quest  Global  Value  Fund,
Oppenheimer Emerging Growth Fund          Inc.
Oppenheimer Emerging Technologies Fund  Oppenheimer Quest Opportunity Value Fund
Oppenheimer Enterprise Fund               Oppenheimer Quest Small Cap Value Fund
Oppenheimer Europe Fund                   Oppenheimer Quest Value Fund, Inc.
Oppenheimer Florida Municipal Fund        Oppenheimer Real Asset Fund
Oppenheimer Global Fund                   Oppenheimer Senior Floating Rate Fund
Oppenheimer Global Growth & Income Fund   Oppenheimer Strategic Income Fund
Oppenheimer Gold & Special Minerals Fund  Oppenheimer Total Return Fund, Inc.
Oppenheimer Growth Fund                   Oppenheimer Trinity Core Fund
Oppenheimer High Yield Fund               Oppenheimer Trinity Growth Fund
Oppenheimer Intermediate Municipal Fund   Oppenheimer Trinity Value Fund
Oppenheimer International Bond Fund       Oppenheimer U.S. Government Trust
Oppenheimer International Growth Fund     Oppenheimer World Bond Fund
Oppenheimer  International  Small Company
Fund                                      Limited-Term New York Municipal Fund
Oppenheimer Large Cap Growth Fund         Rochester Fund Municipals
Oppenheimer Limited-Term Government 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.

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

      |_| Letters of Intent.  Under a Letter of Intent,  if you purchase Class
A shares  or  Class A and  Class B shares  of the Fund and  other  Oppenheimer
funds  during a 13-month  period,  you can reduce the sales  charge  rate that
applies  to your  purchases  of  Class A  shares.  The  total  amount  of your
intended  purchases  of both  Class A and Class B shares  will  determine  the
reduced  sales  charge  rate for the  Class A  shares  purchased  during  that
period.  You can include  purchases  made up to 90 days before the date of the
Letter.

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

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

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


      If the total eligible  purchases made during the Letter of Intent period
do  not  equal  or  exceed  the  intended  purchase  amount,  the  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.  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. or an  independent  record keeper
that has a contract or special  arrangement with Merrill Lynch. If on the date
the plan sponsor  signed the Merrill Lynch record  keeping  service  agreement
the plan has less than $3 million in assets  (other  than  assets  invested in
money market funds)  invested in applicable  investments,  then the retirement
plan  may  purchase  only  Class  B  shares  of  the  Oppenheimer  funds.  Any
retirement  plans in that category that currently  invest in Class B shares of
the Fund will have  their  Class B shares  converted  to Class A shares of the
Fund when the Plan's applicable investments reach $5 million.

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


Classes of Shares.  Each class of shares of the Fund represents an interest in
the same  portfolio  of  investments  of the  Fund.  However,  each  class has
different shareholder  privileges and features. The net income attributable to
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 and Class C 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 and Class C
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  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.

      |_|   Class B  Conversion.  The  conversion of Class B shares to Class A
shares is subject to the  continuing  availability  of a private letter ruling
from the Internal  Revenue  Service,  or an opinion of counsel or tax adviser,
to the effect  that the  conversion  of Class B shares does not  constitute  a
taxable  event for the  shareholder  under  Federal  income tax law. If such a
revenue  ruling or opinion is no longer  available,  the automatic  conversion
feature may be  suspended,  in which event no further  conversions  of Class B
shares would occur while such 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 a longer period of time.

      |_|   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 value of shares,  and therefore are  indirectly
borne by shareholders through their investment.


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

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

      Dealers  other than  Exchange  members  may  conduct  trading in certain
securities  on days on which the  Exchange is closed  (including  weekends and
holidays) or after 4:00 P.M. on a regular  business  day. The Fund's net asset
values  will not be  calculated  on those  days and the  values of some of the
Fund's  portfolio  securities  may change  significantly  on these 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 may make that determination,
under procedures established by the Board.

      |_|   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 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.

      Information  on  how to  sell  shares  of  the  Fund  is  stated  in the
Prospectus.  The information below provides  additional  information about the
procedures and conditions for redeeming shares.

                              How to Sell Shares

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

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

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

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

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

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

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


      The Fund cannot  guarantee  receipt of a payment on the date  requested.
The Fund reserves the right to amend,  suspend or  discontinue  offering these
plans at any time without prior notice.  Because of the sales charge  assessed
on Class A share purchases,  shareholders  should not make regular  additional
Class A share purchases while  participating in an Automatic  Withdrawal Plan.
Class B,  Class C and Class N  shareholders  should not  establish  withdrawal
plans,  because of the imposition of the  contingent  deferred sales charge on
such withdrawals  (except where the contingent deferred sales charge is waived
as described in Appendix 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.
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  deemedMoney  Market Fund,  Inc. are deemed to be "Class A" shares
for this  purpose.  You can obtain a current  list  showing  which funds offer
which classes by calling the Distributor at 1-800-525-7048.

      |_|   All of the  Oppenheimer  funds  currently  offer  Class A, B and C
shares except  Oppenheimer  Money Market Fund,  Inc.,  Centennial Money Market
Trust,  Centennial Tax Exempt Trust,  Centennial Government Trust,  Centennial
New York Tax  Exempt  Trust,  Centennial  California  Tax  Exempt  Trust,  and
Centennial America Fund, L.P., which only offer Class A shares.
      |_|   Oppenheimer  Main  Street  California   Municipal  Fund  currently
offers only Class A and Class B shares.

      |_|   Class B, Class C and Class N shares of  Oppenheimer  Cash Reserves
are  generally  available  only by  exchange  from the same class of shares of
other Oppenheimer funds or through OppenheimerFunds-sponsored 401 (k) plans.
      Class Y shares of  Oppenheimer  Real Asset Fund may not be exchanged for
shares of any other Fund.
|_|   Only certain  Oppenheimer  funds currently  offer Class N shares,  which
are only offered to retirement  plans as described in the Prospectus.  Class N
shares can be exchanged only for Class N shares of other Oppenheimer funds.


      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 a 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 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.

      For accounts  established  on or before  March 8, 1996  holding  Class M
shares of  Oppenheimer  Convertible  Securities  Fund,  Class M shares  can be
exchanged  only for Class A shares of other  Oppenheimer  funds.  Exchanges to
Class M shares of Oppenheimer  Convertible  Securities Fund are permitted from
Class A shares of  Oppenheimer  Money Market Fund,  Inc. or  Oppenheimer  Cash
Reserves that were acquired by exchange of Class M shares.  No other exchanges
may be made to Class M shares.

      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 such  changes  when it is able to do so.  It may also 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.


      |_|   How  Exchanges  Affect  Contingent   Deferred  Sales  Charges.  No
contingent  deferred  sales  charge is imposed on  exchanges  of shares of any
class purchased subject to a contingent deferred sales charge.  However,  when
Class A shares  acquired by  exchange  of Class A shares of other  Oppenheimer
funds  purchased  subject to a Class A  contingent  deferred  sales charge are
redeemed  within  18 months of the end of the  calendar  month of the  initial
purchase of the  exchanged  Class A shares,  the Class A  contingent  deferred
sales  charge is  imposed  on the  redeemed  shares.  The  Class B  contingent
deferred  sales  charge is imposed on Class B shares  acquired  by exchange if
they are  redeemed  within 6 years of the initial  purchase  of the  exchanged
Class B shares.  The Class C  contingent  deferred  sales charge is imposed on
Class C shares  acquired by exchange if they are redeemed  within 12 months of
the initial purchase of the exchanged Class C shares.  With respect to Class N
shares,  a 1%  contingent  deferred  sales  charge  will  be  imposed  if  the
retirement  plan (not  including IRAs and 403(b) plans) is terminated or Class
N shares of all  Oppenheimer  funds are terminated as an investment  option of
the plan and Class N shares  are  redeemed  within 18 months  after the plan's
first  purchase of Class N shares of any  Oppenheimer  fund or with respect to
an  individual  retirement  plan or 403(b)  plan,  Class N shares are redeemed
within  18  months  of the  plan's  first  purchase  of Class N shares  of any
Oppenheimer fund.


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

      If Class B shares  of any  Oppenheimer  fund are  exchanged  for Class B
shares of Oppenheimer  Limited-Term  Government Fund or Limited-Term  New York
Municipal Fund and are subsequently  redeemed from those two funds,  they will
be subject to the  contingent  deferred sales charge of the  Oppenheimer  fund
from which they were  exchanged  (which will be at a higher  rate).  They will
not  be  subject  to the  contingent  deferred  sales  charge  of  Oppenheimer
Limited-Term Government Fund or Limited-Term New York Municipal Fund.
      Shareholders  owning  shares of more than one class must  specify  which
class of shares they wish to exchange.

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

      |_|   Telephone Exchange Requests.  When exchanging shares by telephone,
a shareholder  must have an existing account in the fund to which the exchange
is to be made. Otherwise,  the investors must obtain a Prospectus of that fund
before the exchange  request may be submitted.  For full or partial  exchanges
of an account made by telephone,  any special  account  features such as Asset
Builder  Plans and  Automatic  Withdrawal  Plans will be  switched  to the new
account  unless the Transfer Agent is instructed  otherwise.  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.

      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  and  Distributions.  The  Federal  tax
treatment of the Fund's  dividends and capital gains  distributions is briefly
highlighted in the Prospectus.

          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.

                  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.  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.

      The Fund intends to qualify as a "regulated  investment  company"  under
the  Internal  Revenue  Code  (although it reserves the right not to qualify).
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 the Fund's shares are held in a retirement  account or the shareholder
is  otherwise  exempt  from  tax).  If  the  Fund  qualifies  as a  "regulated
investment  company"  under the Internal  Revenue  Code, it will not be liable
for  Federal   income  taxes  on  amounts   paid  by  it  as   dividends   and
distributions.  The Internal  Revenue Code  contains a number of complex tests
relating  to  qualification  which the Fund  might not meet in any  particular
year. If it did not so qualify,  the Fund would be treated for tax purposes as
an ordinary  corporation  and receive no tax  deduction  for payments  made to
shareholders.

      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.

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 acts on an "at-cost"  basis.  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.  The Bank of New York is the  custodian of the Fund's  assets.
The custodian  bank's  responsibilities  include  safeguarding and controlling
the Fund's  portfolio  securities and handling the delivery of such securities
to and from the  Fund.  It will be the  practice  of the Fund to deal with the
custodian  bank in a  manner  uninfluenced  by any  banking  relationship  the
custodian bank may have with the Manager and its  affiliates.  The Fund's cash
balances  with the  custodian  in  excess of  $100,000  are not  protected  by
Federal  deposit   insurance.   Those  uninsured  balances  at  times  may  be
substantial.

Independent  Auditors.  KPMG LLP is the  independent  auditor of the Fund. The
firm audits the Fund's  financial  statements and performs other related audit
services.  KPMG LLP also acts as auditor  for certain  other funds  advised by
the Manager and its affiliates.

<PAGE>

<PAGE>

INDEPENDENT AUDITORS' REPORT


The Board of Trustees and Shareholders of Oppenheimer Trinity Value Fund:

We have audited the accompanying statement of assets and liabilities,  including
the statement of investments,  of Oppenheimer  Trinity Value Fund as of July 31,
2000,  and the related  statement  of  operations,  statement  of changes in net
assets  and  financial   highlights  for  the  period  from  September  1,  1999
(commencement  of operations) to July 31, 2000.  These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2000, by  correspondence  with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  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 audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Oppenheimer  Trinity  Value  Fund as of July 31,  2000,  and the  results of its
operations,  the  changes  in its net assets and  financial  highlights  for the
period from September 1, 1999  (commencement of operations) to July 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.


/s/ KPMG LLP

KPMG LLP

Denver, Colorado
August  21, 2000


<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS                                                           July 31, 2000

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                 <C>                     <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 96.4%
-------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS - 3.4%
-------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 2.4%
-------------------------------------------------------------------------------------------------------------------------
Dow Chemical Co.                                                                            2,900      $          83,375
-------------------------------------------------------------------------------------------------------------------------
Du Pont (E.I.) de Nemours & Co.                                                               900                 40,781
                                                                                                         ----------------
                                                                                                                 124,156
-------------------------------------------------------------------------------------------------------------------------
PAPER - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Westvaco Corp.                                                                              1,900                 52,131
-------------------------------------------------------------------------------------------------------------------------
CAPITAL GOODS - 8.0%
-------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE - 1.1%
-------------------------------------------------------------------------------------------------------------------------
TRW, Inc.                                                                                   1,300                 58,419
-------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.8%
-------------------------------------------------------------------------------------------------------------------------
Rockwell International Corp.                                                                1,200                 42,075
-------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 6.1%
-------------------------------------------------------------------------------------------------------------------------
Bemis Co., Inc.                                                                               800                 27,500
-------------------------------------------------------------------------------------------------------------------------
Crane Co.                                                                                   1,400                 30,800
-------------------------------------------------------------------------------------------------------------------------
Danaher Corp.                                                                                 300                 15,281
-------------------------------------------------------------------------------------------------------------------------
Deere & Co.                                                                                 1,700                 65,556
-------------------------------------------------------------------------------------------------------------------------
Parker-Hannifin Corp.                                                                         200                  7,112
-------------------------------------------------------------------------------------------------------------------------
Tektronix, Inc.                                                                               300                 18,450
-------------------------------------------------------------------------------------------------------------------------
Temple-Inland, Inc.                                                                         1,000                 43,437
-------------------------------------------------------------------------------------------------------------------------
Tyco International Ltd.                                                                     1,500                 80,250
-------------------------------------------------------------------------------------------------------------------------
United Technologies Corp.                                                                     600                 35,025
                                                                                                         ----------------
                                                                                                                 323,411
-------------------------------------------------------------------------------------------------------------------------
COMMUNICATION SERVICES - 9.3%
-------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-LONG DISTANCE - 5.5%
-------------------------------------------------------------------------------------------------------------------------
AT&T Corp.                                                                                  2,900                 89,719
-------------------------------------------------------------------------------------------------------------------------
Sprint Corp. (Fon Group)                                                                    3,200                114,000
-------------------------------------------------------------------------------------------------------------------------
Verizon Communications                                                                      1,600                 75,200
-------------------------------------------------------------------------------------------------------------------------
WorldCom, Inc.                                                      (1)                       300                 11,719
                                                                                                         ----------------
                                                                                                                 290,638
-------------------------------------------------------------------------------------------------------------------------
TELEPHONE UTILITIES - 3.8%
-------------------------------------------------------------------------------------------------------------------------
BellSouth Corp.                                                                             1,900                 75,644
-------------------------------------------------------------------------------------------------------------------------
SBC Communications, Inc.                                                                    3,000                127,687
                                                                                                         ----------------
                                                                                                                 203,331
-------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS - 9.2%
-------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Ford Motor Co.                                                                              1,100                 51,219
-------------------------------------------------------------------------------------------------------------------------
Fortune Brands, Inc.                                                                        2,400                 54,000
-------------------------------------------------------------------------------------------------------------------------
General Motors Corp.                                                                        1,200                 68,325
-------------------------------------------------------------------------------------------------------------------------
Whirlpool Corp.                                                                             2,100                 90,694
                                                                                                         ----------------
                                                                                                                 264,238
-------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Marriott International, Inc., Cl. A                                                         1,500                 60,000
-------------------------------------------------------------------------------------------------------------------------
MEDIA - 0.5%
-------------------------------------------------------------------------------------------------------------------------
Meredith Corp.                                                                                800                 25,450
</TABLE>


9 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>


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

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                                         <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
Retail:  General - 1.2%
-------------------------------------------------------------------------------------------------------------------------
Sears Roebuck & Co.                                                                         2,100      $          62,737
-------------------------------------------------------------------------------------------------------------------------
RETAIL:  SPECIALTY - 1.4%
-------------------------------------------------------------------------------------------------------------------------
Target Corp.                                                                                2,600                 75,400
-------------------------------------------------------------------------------------------------------------------------
CONSUMER STAPLES - 5.0%
-------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT - 0.7%
-------------------------------------------------------------------------------------------------------------------------
McDonald's Corp.                                                                            1,200                 37,800
-------------------------------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS - 1.0%
-------------------------------------------------------------------------------------------------------------------------
CVS Corp.                                                                                   1,400                 55,212
-------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD GOODS - 3.3%
-------------------------------------------------------------------------------------------------------------------------
Kimberly-Clark Corp.                                                                        1,000                 57,437
-------------------------------------------------------------------------------------------------------------------------
Procter & Gamble Co.                                                                        2,100                119,437
                                                                                                         ----------------
                                                                                                                 176,874
-------------------------------------------------------------------------------------------------------------------------
ENERGY - 11.4%
-------------------------------------------------------------------------------------------------------------------------
ENERGY SERVICES - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Halliburton Co.                                                                               500                 23,062
-------------------------------------------------------------------------------------------------------------------------
Schlumberger Ltd.                                                                             300                 22,181
-------------------------------------------------------------------------------------------------------------------------
Transocean Sedco Forex, Inc.                                                                  300                 14,850
                                                                                                         ----------------
                                                                                                                  60,093
-------------------------------------------------------------------------------------------------------------------------
OIL:  DOMESTIC - 8.6%
-------------------------------------------------------------------------------------------------------------------------
Apache Corp.                                                                                  200                  9,950
-------------------------------------------------------------------------------------------------------------------------
Burlington Resources, Inc.                                                                  1,200                 39,150
-------------------------------------------------------------------------------------------------------------------------
Chevron Corp.                                                                                 800                 63,200
-------------------------------------------------------------------------------------------------------------------------
Exxon Mobil Corp.                                                                           3,300                264,000
-------------------------------------------------------------------------------------------------------------------------
Kerr-McGee Corp.                                                                              200                 10,975
-------------------------------------------------------------------------------------------------------------------------
ONEOK, Inc.                                                                                   600                 16,012
-------------------------------------------------------------------------------------------------------------------------
Texaco, Inc.                                                                                1,000                 49,437
                                                                                                         ----------------
                                                                                                                 452,724
-------------------------------------------------------------------------------------------------------------------------
OIL:  INTERNATIONAL - 1.7%
-------------------------------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares                                                        1,500                 87,375
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL - 29.0%
-------------------------------------------------------------------------------------------------------------------------
BANKS - 15.4%
-------------------------------------------------------------------------------------------------------------------------
Bank of America Corp.                                                                       1,500                 71,062
-------------------------------------------------------------------------------------------------------------------------
BB&T Corp.                                                                                  4,200                104,737
-------------------------------------------------------------------------------------------------------------------------
Firstar Corp.                                                                               2,400                 47,400
-------------------------------------------------------------------------------------------------------------------------
J.P. Morgan & Co., Inc.                                                                     1,000                133,500
-------------------------------------------------------------------------------------------------------------------------
Northern Trust Corp.                                                                        1,400                104,825
-------------------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc.                                                                        2,400                114,900
-------------------------------------------------------------------------------------------------------------------------
U.S. Bancorp                                                                                3,700                 70,994
-------------------------------------------------------------------------------------------------------------------------
Wells Fargo Co.                                                                             4,000                165,250
                                                                                                         ----------------
                                                                                                                 812,668
-------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 11.6%
-------------------------------------------------------------------------------------------------------------------------
American Express Co.                                                                        2,100                119,044
-------------------------------------------------------------------------------------------------------------------------
Citigroup, Inc.                                                                             4,200                296,362
-------------------------------------------------------------------------------------------------------------------------
Fannie Mae                                                                                  2,700                134,663
-------------------------------------------------------------------------------------------------------------------------
Freddie Mac                                                                                 1,100                 43,381
-------------------------------------------------------------------------------------------------------------------------
Synovus Financial Corp.                                                                     1,000                 18,000
                                                                                                         ----------------
                                                                                                                 611,450
</TABLE>

10 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                 <C>                     <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
Insurance - 2.0%
-------------------------------------------------------------------------------------------------------------------------
American International Group, Inc.                                                            900      $          78,919
-------------------------------------------------------------------------------------------------------------------------
Torchmark Corp.                                                                             1,100                 27,363
                                                                                                         ----------------
                                                                                                                 106,282
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE - 3.5%
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/DRUGS - 2.2%
-------------------------------------------------------------------------------------------------------------------------
Pharmacia Corp.                                                                             1,038                 56,831
-------------------------------------------------------------------------------------------------------------------------
UnitedHealth Group, Inc.                                                                      700                 57,269
                                                                                                         ----------------
                                                                                                                 114,100
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 1.3%
-------------------------------------------------------------------------------------------------------------------------
Biomet, Inc.                                                                                  500                 22,375
-------------------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp.                                                   (1)                     3,500                 20,781
-------------------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp.                                                                        900                 27,394
                                                                                                         ----------------
                                                                                                                  70,550
-------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY - 9.7%
-------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE - 5.6%
-------------------------------------------------------------------------------------------------------------------------
Apple Computer, Inc.                                                (1)                     1,100                 55,894
-------------------------------------------------------------------------------------------------------------------------
Compaq Computer Corp.                                                                       3,800                106,638
-------------------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co.                                                                           700                 76,431
-------------------------------------------------------------------------------------------------------------------------
Pitney Bowes, Inc.                                                                          1,700                 58,863
                                                                                                         ----------------
                                                                                                                 297,826
-------------------------------------------------------------------------------------------------------------------------
ELECTRONICS - 3.1%
-------------------------------------------------------------------------------------------------------------------------
Advanced Micro Devices, Inc.                                        (1)                       900                 64,744
-------------------------------------------------------------------------------------------------------------------------
Molex, Inc.                                                                                   900                 42,342
-------------------------------------------------------------------------------------------------------------------------
Motorola, Inc.                                                                                900                 29,756
-------------------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc.                                              (1)                       500                 26,969
                                                                                                         ----------------
                                                                                                                 163,811
-------------------------------------------------------------------------------------------------------------------------
PHOTOGRAPHY - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Eastman Kodak Co.                                                                             900                 49,388
-------------------------------------------------------------------------------------------------------------------------
Xerox Corp.                                                                                   300                  4,463
                                                                                                         ----------------
                                                                                                                  53,851
-------------------------------------------------------------------------------------------------------------------------
UTILITIES - 7.9%
-------------------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES - 3.1%
-------------------------------------------------------------------------------------------------------------------------
AES Corp. (The)                                                     (1)                     1,400                 74,813
-------------------------------------------------------------------------------------------------------------------------
Duke Energy Corp.                                                                           1,400                 86,363
                                                                                                         ----------------
                                                                                                                 161,176
-------------------------------------------------------------------------------------------------------------------------
GAS UTILITIES - 4.8%
-------------------------------------------------------------------------------------------------------------------------
El Paso Energy Corp.                                                                          200                  9,675
-------------------------------------------------------------------------------------------------------------------------
Enron Corp.                                                                                 2,100                154,613
-------------------------------------------------------------------------------------------------------------------------
Sempra Energy                                                                               4,900                 91,875
                                                                                                         ----------------
                                                                                                                 256,163
                                                                                                         ----------------
Total Common Stocks (Cost $5,082,045)                                                                          5,099,941
</TABLE>


11 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS                                                           Continued


                                                                                        PRINCIPAL             MARKET VALUE
                                                                                        AMOUNT                SEE NOTE 1
<S>                                                                                     <C>                   <C>
-------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets,  Inc.,
6.53%, dated 7/31/00, to be repurchased at $265,048 on
8/1/00, collateralized by U.S. Treasury Nts., 4.25%-7.875%,
8/31/00--8/15/09, with a value of $193,589 and U.S. Treasury
Bonds, 5.25%--14%, 8/15/03--11/15/28, with a value of
$77,326 (Cost $265,000)                                                                 $ 265,000             $  265,000

-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $5,347,045)                                               101.4%             5,364,941
-------------------------------------------------------------------------------------------------------------------------

LIABILITIES IN EXCESS OF OTHER ASSETS                                                        (1.4)               (71,941)
                                                                                   ---------------            -----------

NET ASSETS                                                                                  100.0%            $5,293,000
                                                                                   ===============            ===========
</TABLE>



1.  Non-income-producing security.

See accompanying Notes to Financial Statements.

12 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES                                                 July 31, 2000



-------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                                                <C>
Investments, at value (cost $5,347,045) - see accompanying statement                                                $5,364,941
-------------------------------------------------------------------------------------------------------------------------------
Cash                                                                                                                     1,343
-------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold                                                                                      20,884
Interest                                                                                                                 4,168
Investments sold                                                                                                         3,869
Other                                                                                                                        4
                                                                                                              -----------------
Total assets                                                                                                         5,395,209

-------------------------------------------------------------------------------------------------------------------------------
LIABILITIES Payables and other liabilities:
Investments purchased                                                                                                   73,491
Shares of beneficial interest redeemed                                                                                  19,672
Distribution and service plan fees                                                                                       2,389
Shareholder reports                                                                                                      1,775
Transfer and shareholder servicing agent fees                                                                              171
Trustees' compensation                                                                                                      95
Other                                                                                                                    4,616
                                                                                                              -----------------
Total liabilities                                                                                                      102,209

-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                                          $5,293,000
                                                                                                              =================
-------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Paid-in capital                                                                                                     $5,330,493
-------------------------------------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                                      5,131
-------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions                                                               (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments                                                                              17,896
                                                                                                              -----------------
Net assets                                                                                                          $5,293,000
                                                                                                              =================
</TABLE>


13 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES                                                 Continued



-------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
Class A Shares:
<S>                                                                                                                     <C>
Net asset value and redemption price per share (based on net assets of
$3,797,560 and 398,732 shares of beneficial interest outstanding)                                                        $9.52
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                                                             $10.10

-------------------------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $643,078
and 68,050 shares of beneficial interest outstanding)                                                                    $9.45

-------------------------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $851,409
and 88,928 shares of beneficial interest outstanding)                                                                    $9.57

-------------------------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $953 and 100 shares of beneficial interest outstanding)                                                    $9.53
</TABLE>



See accompanying Notes to Financial Statements.

14 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS                                                             For the Period from September 1, 1999
                                                                                    (commencement of operations) to July 31, 2000


-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S>                                                                                                                   <C>
Dividends                                                                                                              $51,860
-------------------------------------------------------------------------------------------------------------------------------
Interest                                                                                                                 8,116
                                                                                                              -----------------
Total income                                                                                                            59,976

-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees                                                                                                         22,550
-------------------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                                                                  2,769
Class B                                                                                                                  2,132
Class C                                                                                                                  2,359
-------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                                                                  1,660
Class B                                                                                                                    184
Class C                                                                                                                    210
Class Y                                                                                                                     --
-------------------------------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                                      8,989
-------------------------------------------------------------------------------------------------------------------------------
Registration and filing fees                                                                                             4,040
-------------------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees                                                                              1,727
-------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                                              1,655
-------------------------------------------------------------------------------------------------------------------------------
Insurance expense                                                                                                        1,264
-------------------------------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                                     122
-------------------------------------------------------------------------------------------------------------------------------
Other                                                                                                                      197
                                                                                                              -----------------
Total expenses                                                                                                          49,858
Less expenses paid indirectly                                                                                           (1,654)
                                                                                                              -----------------
Net expenses                                                                                                            48,204

-------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                                                   11,772

-------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments                                                                                       (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                                                                    17,896
                                                                                                              -----------------
Net realized and unrealized loss                                                                                       (42,624)

--------------------------------------------------------------------------------------------------------------=================
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                  ($30,852)
                                                                                                              =================
</TABLE>


See accompanying Notes to Financial Statements.

15 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

                                                                                                                PERIOD ENDED
                                                                                                               JULY 31, 2000(1)
-------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
<S>                                                                                                                 <C>
Net investment income                                                                                               $   11,772
-------------------------------------------------------------------------------------------------------------------------------

Net realized loss                                                                                                      (60,520)
-------------------------------------------------------------------------------------------------------------------------------

Net change in unrealized appreciation                                                                                   17,896
                                                                                                              -----------------
Net decrease in net assets resulting from operations                                                                   (30,852)

-------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS  AND/OR  DISTRIBUTIONS  TO SHAREHOLDERS
Dividends from net investment
income:
Class A                                                                                                                 (7,408)
Class B                                                                                                                   (185)
Class C                                                                                                                     (1)
Class Y                                                                                                                     (4)

-------------------------------------------------------------------------------------------------------------------------------
BENEFICIAL  INTEREST  TRANSACTIONS
Net  increase in net assets  resulting  from
beneficial interest transactions:
Class A                                                                                                              3,769,200
Class B                                                                                                                630,688
Class C                                                                                                                828,562
Class Y                                                                                                                     --

-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
Total increase                                                                                                       5,190,000

-------------------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                                                    103,000 (2)
                                                                                                              -----------------
End of period (including undistributed net investment
income of $5,131 for the period ended July 31, 2000)                                                                $5,293,000
                                                                                                              =================
</TABLE>


1. For the period from  September 1, 1999  (commencement  of operations) to July
31, 2000.
2. Reflects the value of the Manager's  initial seed money  investment at
August 18, 1999.

See accompanying Notes to Financial Statements.

16 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
                                                 CLASS A               CLASS B              CLASS C               CLASS Y
                                                 ------------------    -----------------    -----------------     -----------------

                                                 PERIOD ENDED          PERIOD ENDED         PERIOD ENDED          PERIOD ENDED
                                                 JULY 31, 2000(1)      JULY 31, 2000(1)     JULY 31, 2000(1)      JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S>                                                         <C>                  <C>                  <C>                   <C>
Net asset value, beginning of period                        $10.00               $10.00               $10.00                $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                   .05                  .01                 (.02)                  .07
Net realized and unrealized loss                              (.50)                (.53)                (.41)                 (.50)
                                                 ------------------    -----------------    -----------------     -----------------
Total loss from investment operations                         (.45)                (.52)                (.43)                 (.43)

-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          (.03)                (.03)                  -- (2)              (.04)

-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $9.52                $9.45                $9.57                 $9.53
                                                 ==================    =================    =================     =================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3)                          (4.50)%              (5.18)%              (4.27)%               (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)                    $3,798                 $643                 $851                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                           $2,802                 $235                 $260                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss)                                 0.52%               (0.36)%              (0.36)%                0.62%
Expenses                                                     1.53%                2.41%                2.41%                 1.42%
Expenses, net of indirect expenses                           1.47%                2.35%                2.35%                 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       285%                 285%                 285%                  285%
</TABLE>

1. For the period from  September 1, 1999  (commencement  of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000  hypothetical  initial investment on the business day before
the first day of the fiscal period (or  commencement  of  operations),  with all
dividends and distributions  reinvested in additional shares on the reinvestment
date, and redemption at the net asset value  calculated on the last business day
of the fiscal  period.  Sales  charges are not  reflected in the total  returns.
Total  returns are not  annualized  for  periods of less than one full year.
4. Annualized for periods of less than one full year.


See accompanying Notes to Financial Statements.

17 Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer  Trinity  Value Fund (the Fund) is registered  under the  Investment
Company Act of 1940, as amended, as an open-end  management  investment company.
The Fund's  investment  objective is to seek  long-term  growth of capital.  The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).

The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold at their offering price, which is normally net asset value plus a front-end
sales  charge.  Class B and Class C shares are sold  without a  front-end  sales
charge but may be subject to a contingent deferred sales charge (CDSC).  Class Y
shares are sold to certain  institutional  investors  without either a front-end
sales charge or a CDSC. All classes of shares have identical rights to earnings,
assets  and  voting  privileges,  except  that each  class has its own  expenses
directly  attributable to that class and exclusive voting rights with respect to
matters  affecting  that class.  Classes A, B and C have  separate  distribution
and/or service plans. No such plan has been adopted for Class Y shares.  Class B
shares will automatically  convert to Class A shares six years after the date of
purchase.  The  following  is  a  summary  of  significant  accounting  policies
consistently followed by the Fund.

SECURITIES  VALUATION Securities listed or traded on National Stock Exchanges or
other  domestic or foreign  exchanges are valued based on the last sale price of
the security  traded on that  exchange  prior to the time when the Fund's assets
are valued.  In the absence of a sale,  the  security is valued at the last sale
price on the prior  trading  day,  if it is within the spread of the closing bid
and asked prices,  and if not, at the closing bid price.  Securities  (including
restricted securities) for which quotations are not readily available are valued
primarily  using  dealer-supplied   valuations,   a  portfolio  pricing  service
authorized  by the Board of  Trustees,  or at their  fair  value.  Fair value is
determined  in good  faith  under  consistently  applied  procedures  under  the
supervision  of the Board of  Trustees.  Short-term  "money  market  type"  debt
securities  with  remaining  maturities  of  sixty  days or less are  valued  at
amortized cost (which approximates market value).

REPURCHASE  AGREEMENTS  The Fund requires the custodian to take  possession,  to
have  legally  segregated  in the Federal  Reserve  Book Entry System or to have
segregated  within the custodian's  vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of  purchase.  If the seller
of the agreement  defaults and the value of the collateral  declines,  or if the
seller  enters  an  insolvency  proceeding,  realization  of  the  value  of the
collateral by the Fund may be delayed or limited.

ALLOCATION OF INCOME,  EXPENSES,  GAINS AND LOSSES Income,  expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each  class  of  shares  based  upon  the  relative  proportion  of  net  assets
represented  by  such  class.  Operating  expenses  directly  attributable  to a
specific class are charged against the operations of that class.

FEDERAL  TAXES The Fund  intends to continue to comply  with  provisions  of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  all of its  taxable  income,  including  any  net  realized  gain on
investments  not  offset by loss  carryovers,  to  shareholders.  Therefore,  no
federal  income or excise tax  provision is required.  As of July 31, 2000,  the
Fund had  available  for  federal  income tax  purposes an unused  capital  loss
carryover as follows:

     EXPIRING
--------------
         2008     $60,520

TRUSTEES'  COMPENSATION The Fund has adopted an unfunded retirement plan for the
Fund's independent Board of Trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service.

The Board of Trustees has adopted a deferred  compensation  plan for independent
trustees that enables  trustees to elect to defer receipt of all or a portion of
annual  compensation they are entitled to receive from the Fund. Under the plan,
the  compensation  deferred is  periodically  adjusted  as though an  equivalent
amount  had been  invested  for the Board of  Trustees  in shares of one or more
Oppenheimer  funds  selected  by the  trustee.  The amount  paid to the Board of
Trustees  under the plan will be determined  based upon the  performance  of the
selected  funds.  Deferral of trustees'  fees under the plan will not affect the
net  assets of the Fund,  and will not  materially  affect  the  Fund's  assets,
liabilities or net investment income per share.

18  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

1.  SIGNIFICANT ACCOUNTING POLICIES Continued
DIVIDENDS AND  DISTRIBUTIONS  TO  SHAREHOLDERS  Dividends and  distributions  to
shareholders,  which are determined in accordance  with income tax  regulations,
are recorded on the ex-dividend date.

CLASSIFICATION  OF DIVIDENDS AND  DISTRIBUTIONS  TO SHAREHOLDERS  Net investment
income (loss) and net realized  gain (loss) may differ for  financial  statement
and tax purposes.  The character of dividends and distributions  made during the
fiscal year from net investment income or net realized gains may differ from its
ultimate  characterization for federal income tax purposes.  Also, due to timing
of dividends and distributions, the fiscal year in which amounts are distributed
may  differ  from the  fiscal  year in which  the  income or  realized  gain was
recorded by the Fund.

The Fund adjusts the  classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax regulations.  Accordingly, during the period ended
July 31, 2000,  amounts have been  reclassified to reflect a decrease in paid-in
capital of $957.  Undistributed  net investment income was increased by the same
amount. Net assets of the Fund were unaffected by the reclassifications.

EXPENSE OFFSET  ARRANGEMENTS  Expenses paid indirectly  represent a reduction of
custodian fees for earnings on cash balances maintained by the Fund.

OTHER  Investment  transactions  are accounted for as of trade date and dividend
income is recorded on the  ex-dividend  date.  Certain  dividends  from  foreign
securities  will be recorded as soon as the Fund is informed of the  dividend if
such information is obtained  subsequent to the ex-dividend date. Realized gains
and losses on  investments  and unrealized  appreciation  and  depreciation  are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.


19  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of beneficial
interest of each class.  Transactions  in shares of beneficial  interest were as
follows:

<TABLE>
<CAPTION>
                                                 PERIOD ENDED JULY 31, 2000(1)
                                                        SHARES                   AMOUNT
<S>                                                    <C>                   <C>
----------------------------------------------------------------------------------------
CLASS A
Sold                                                   436,509               $4,185,851
Dividends and/or distributions reinvested                  120                    1,147
Redeemed                                               (47,897)                (417,798)
                                                      --------               ----------
Net increase                                           388,732               $3,769,200
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS B
Sold                                                    78,094               $  727,466
Dividends and/or distributions reinvested                   19                      182
Redeemed                                               (10,163)                 (96,960)
                                                      --------               ----------
Net increase                                            67,950               $  630,688
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS C
Sold                                                    91,083               $  850,172
Dividends and/or distributions reinvested                   --                       --
Redeemed                                                (2,255)                 (21,610)
                                                      --------               ----------
Net increase                                            88,828               $  828,562
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS Y
Sold                                                        --                $      --
Dividends and/or distributions reinvested                   --                       --
Redeemed                                                    --                       --
                                                      --------                ---------
Net increase                                                --                $      --
                                                      ========                =========
</TABLE>


     1. For the period from  September 1, 1999  (commencement  of operations) to
     July 31, 2000.

3.  PURCHASES AND SALES OF SECURITIES
The aggregate  cost of purchases and proceeds  from sales of  securities,  other
than  short-term  obligations,   for  the  period  ended  July  31,  2000,  were
$14,545,705 and $9,403,139, respectively.

As of July 31, 2000,  unrealized  appreciation  (depreciation)  based on cost of
securities for federal income tax purposes of $5,347,045 was:

<TABLE>
<S>                                        <C>
Gross unrealized appreciation              $274,178
Gross unrealized depreciation              (256,282)
                                           --------
Net unrealized appreciation                $ 17,896
                                           ========
</TABLE>

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT  FEES Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee of 0.75% of
the first $200  million of average  annual net assets of the Fund,  0.72% of the
next  $200  million,  0.69% of the next  $200  million,  0.66% of the next  $200
million,  and 0.60% of average annual net assets in excess of $800 million.  The
Fund's  management fee for the period ended July 31, 2000 was an annualized rate
of 0.75%, before any waiver by the Manager if applicable.

20  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES CONTINUED
TRANSFER AGENT FEES OppenheimerFunds  Services (OFS), a division of the Manager,
acts  as the  transfer  and  shareholder  servicing  agent  for  the  Fund on an
"at-cost" basis.  OFS also acts as the transfer and shareholder  servicing agent
for the other Oppenheimer funds.

SUB-ADVISOR FEES The Manager pays Trinity Investment Management Corporation (the
Sub-Advisor)  based on the fee  schedule  set forth in the  Prospectus.  For the
period ended July 31, 2000, the Manager paid $6,458 to the Sub-Advisor.

DISTRIBUTION  AND SERVICE  PLAN FEES Under its General  Distributor's  Agreement
with the Manager,  the Distributor acts as the Fund's  principal  underwriter in
the continuous public offering of the different classes of shares of the Fund.

The  compensation  paid to (or  retained  by) the  Distributor  from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.

<TABLE>
<CAPTION>
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
                    AGGREGATE          CLASS A FRONT-END    COMMISSIONS ON   COMMISSIONS ON    COMMISSIONS ON
                    FRONT-END SALES    SALES CHARGES        CLASS A SHARES   CLASS B SHARES    CLASS C SHARES
                    CHARGES ON CLASS   RETAINED BY          ADVANCED BY      ADVANCED BY       ADVANCED BY
PERIOD ENDED        A SHARES           DISTRIBUTOR          DISTRIBUTOR(1)   DISTRIBUTOR(1)    DISTRIBUTOR(1)
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
<S>                    <C>                 <C>                <C>              <C>               <C>
July 31, 2000          $10,091             $2,654             $1,281           $18,872           $6,991
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
</TABLE>


     1. THE DISTRIBUTOR  ADVANCES  COMMISSION 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.

<TABLE>
<CAPTION>
---------------------- ------------------------------ ---------------------------- ---------------------------
                        CLASS A CONTINGENT DEFERRED    CLASS B CONTINGENT           CLASS C CONTINGENT
                        SALES CHARGES RETAINED BY      DEFERRED SALES CHARGES       DEFERRED SALES CHARGES
PERIOD ENDED            DISTRIBUTOR                    RETAINED BY DISTRIBUTOR      RETAINED BY DISTRIBUTOR
----------------------- ------------------------------ ---------------------------- ---------------------------
<S>                              <C>                         <C>                           <C>
July 31, 2000                    $--                         $1,041                        $--
----------------------- ------------------------------ ---------------------------- ---------------------------
</TABLE>

The Fund has  adopted a Service  Plan for Class A shares  and  Distribution  and
Service Plans for Class B and Class C shares under Rule 12b-1 of the  Investment
Company  Act.  Under  those  plans  the Fund pays the  Distributor  for all or a
portion  of its  costs  incurred  in  connection  with the  distribution  and/or
servicing of the shares of the particular class.

CLASS A 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. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of Class A
shares purchased. 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 of the Fund.  For the  period  ended July 31,  2000,  payments
under the Class A plan totaled  $2,769 prior to Manager  waivers if  applicable,
all of which  were  paid by the  Distributor  to  recipients.  Any  unreimbursed
expenses  the  Distributor  incurs with  respect to Class A shares in any fiscal
year cannot be recovered in subsequent years.

CLASS B AND CLASS C DISTRIBUTION AND SERVICE PLAN FEES Under each plan,  service
fees and distribution fees are computed on the average of the net asset value of
shares in the  respective  class,  determined  as of the  close of each  regular
business  day during the period.  The Class B and Class C plans  provide for the
Distributor  to  be  compensated  at a  flat  rate,  whether  the  Distributor's
distribution  expenses  are more or less than the amounts paid by the Fund under
the plan during the period for which the fee is paid.

The  Distributor  retains the  asset-based  sales charge on Class B shares.  The
Distributor  retains the  asset-based  sales charge on Class C shares during the
first year the shares are outstanding.  The asset-based sales charges on Class B
and Class C shares  allow  investors  to buy shares  without a  front-end  sales
charge while  allowing the  Distributor  to  compensate  dealers that sell those
shares.

21  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
The  Distributor's  actual expenses in selling Class B and Class C shares may be
more than the payments it receives from the  contingent  deferred  sales charges
collected on redeemed shares and  asset-based  sales charges from the Fund under
the plans.  If any plan is  terminated  by the Fund,  the Board of 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.  The plans
allow for the  carry-forward  of  distribution  expenses,  to be recovered  from
asset-based sales charges in subsequent fiscal periods.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
           DISTRIBUTION  FEES PAID TO THE  DISTRIBUTOR FOR THE PERIOD ENDED JULY
           31, 2000, WERE AS FOLLOWS:
----------------------------------------------------------------------------------------------------------------------
                                                                                              DISTRIBUTOR'S
                                                                 DISTRIBUTOR'S AGGREGATE      UNREIMBURSED EXPENSES
                    TOTAL PAYMENTS        AMOUNT RETAINED BY     UNREIMBURSED EXPENSES        AS % OF NET ASSETS OF
                    UNDER PLAN            DISTRIBUTOR            UNDER PLAN                   CLASS
------------------- --------------------- ---------------------- ---------------------------- ------------------------
<S>                        <C>                   <C>                       <C>                          <C>
CLASS B PLAN               $2,132                $1,988                    $17,104                      2.66%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
CLASS C PLAN                2,359                  2,198                      9,503                    1.12
------------------- --------------------- ---------------------- ---------------------------- ------------------------
</TABLE>

5.  BANK BORROWINGS
The Fund may borrow from a bank for temporary or emergency  purposes  including,
without limitation,  funding of shareholder  redemptions provided asset coverage
for  borrowings  exceeds  300%.  The Fund has entered  into an  agreement  which
enables it to participate with other  Oppenheimer  funds in an unsecured line of
credit with a bank, which permits  borrowings up to $400 million,  collectively.
Interest is charged to each fund,  based on its  borrowings,  at a rate equal to
the  Federal  Funds Rate plus 0.45%.  Borrowings  are payable 30 days after such
loan is  executed.  The Fund  also pays a  commitment  fee equal to its pro rata
share of the average unutilized amount of the credit facility at a rate of 0.08%
per annum.

The Fund had no borrowings outstanding during the period ended July 31, 2000.


<PAGE>

INDEPENDENT AUDITORS' REPORT


The Board of Trustees and Shareholders of Oppenheimer Trinity Value Fund:

We have audited the accompanying statement of assets and liabilities,  including
the statement of investments,  of Oppenheimer  Trinity Value Fund as of July 31,
2000,  and the related  statement  of  operations,  statement  of changes in net
assets  and  financial   highlights  for  the  period  from  September  1,  1999
(commencement  of operations) to July 31, 2000.  These financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements and financial highlights are free of material misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of July 31, 2000, by  correspondence  with the custodian and
brokers;  where  replies  were not received  from  brokers,  we performed  other
auditing procedures.  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 audit provides a
reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above  present  fairly,  in all material  respects,  the  financial  position of
Oppenheimer  Trinity  Value  Fund as of July 31,  2000,  and the  results of its
operations,  the  changes  in its net assets and  financial  highlights  for the
period from September 1, 1999  (commencement of operations) to July 31, 2000, in
conformity with accounting principles generally accepted in the United States of
America.


/s/ KPMG LLP

KPMG LLP

Denver, Colorado
August  21, 2000


<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS                                                           July 31, 2000

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                 <C>                     <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
COMMON STOCKS - 96.4%
-------------------------------------------------------------------------------------------------------------------------
BASIC MATERIALS - 3.4%
-------------------------------------------------------------------------------------------------------------------------
CHEMICALS - 2.4%
-------------------------------------------------------------------------------------------------------------------------
Dow Chemical Co.                                                                            2,900      $          83,375
-------------------------------------------------------------------------------------------------------------------------
Du Pont (E.I.) de Nemours & Co.                                                               900                 40,781
                                                                                                         ----------------
                                                                                                                 124,156
-------------------------------------------------------------------------------------------------------------------------
PAPER - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Westvaco Corp.                                                                              1,900                 52,131
-------------------------------------------------------------------------------------------------------------------------
CAPITAL GOODS - 8.0%
-------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE - 1.1%
-------------------------------------------------------------------------------------------------------------------------
TRW, Inc.                                                                                   1,300                 58,419
-------------------------------------------------------------------------------------------------------------------------
ELECTRICAL EQUIPMENT - 0.8%
-------------------------------------------------------------------------------------------------------------------------
Rockwell International Corp.                                                                1,200                 42,075
-------------------------------------------------------------------------------------------------------------------------
MANUFACTURING - 6.1%
-------------------------------------------------------------------------------------------------------------------------
Bemis Co., Inc.                                                                               800                 27,500
-------------------------------------------------------------------------------------------------------------------------
Crane Co.                                                                                   1,400                 30,800
-------------------------------------------------------------------------------------------------------------------------
Danaher Corp.                                                                                 300                 15,281
-------------------------------------------------------------------------------------------------------------------------
Deere & Co.                                                                                 1,700                 65,556
-------------------------------------------------------------------------------------------------------------------------
Parker-Hannifin Corp.                                                                         200                  7,112
-------------------------------------------------------------------------------------------------------------------------
Tektronix, Inc.                                                                               300                 18,450
-------------------------------------------------------------------------------------------------------------------------
Temple-Inland, Inc.                                                                         1,000                 43,437
-------------------------------------------------------------------------------------------------------------------------
Tyco International Ltd.                                                                     1,500                 80,250
-------------------------------------------------------------------------------------------------------------------------
United Technologies Corp.                                                                     600                 35,025
                                                                                                         ----------------
                                                                                                                 323,411
-------------------------------------------------------------------------------------------------------------------------
COMMUNICATION SERVICES - 9.3%
-------------------------------------------------------------------------------------------------------------------------
TELECOMMUNICATIONS-LONG DISTANCE - 5.5%
-------------------------------------------------------------------------------------------------------------------------
AT&T Corp.                                                                                  2,900                 89,719
-------------------------------------------------------------------------------------------------------------------------
Sprint Corp. (Fon Group)                                                                    3,200                114,000
-------------------------------------------------------------------------------------------------------------------------
Verizon Communications                                                                      1,600                 75,200
-------------------------------------------------------------------------------------------------------------------------
WorldCom, Inc.                                                      (1)                       300                 11,719
                                                                                                         ----------------
                                                                                                                 290,638
-------------------------------------------------------------------------------------------------------------------------
TELEPHONE UTILITIES - 3.8%
-------------------------------------------------------------------------------------------------------------------------
BellSouth Corp.                                                                             1,900                 75,644
-------------------------------------------------------------------------------------------------------------------------
SBC Communications, Inc.                                                                    3,000                127,687
                                                                                                         ----------------
                                                                                                                 203,331
-------------------------------------------------------------------------------------------------------------------------
CONSUMER CYCLICALS - 9.2%
-------------------------------------------------------------------------------------------------------------------------
AUTOS & HOUSING - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Ford Motor Co.                                                                              1,100                 51,219
-------------------------------------------------------------------------------------------------------------------------
Fortune Brands, Inc.                                                                        2,400                 54,000
-------------------------------------------------------------------------------------------------------------------------
General Motors Corp.                                                                        1,200                 68,325
-------------------------------------------------------------------------------------------------------------------------
Whirlpool Corp.                                                                             2,100                 90,694
                                                                                                         ----------------
                                                                                                                 264,238
-------------------------------------------------------------------------------------------------------------------------
LEISURE & ENTERTAINMENT - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Marriott International, Inc., Cl. A                                                         1,500                 60,000
-------------------------------------------------------------------------------------------------------------------------
MEDIA - 0.5%
-------------------------------------------------------------------------------------------------------------------------
Meredith Corp.                                                                                800                 25,450
</TABLE>


9 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>


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

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                                         <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
Retail:  General - 1.2%
-------------------------------------------------------------------------------------------------------------------------
Sears Roebuck & Co.                                                                         2,100      $          62,737
-------------------------------------------------------------------------------------------------------------------------
RETAIL:  SPECIALTY - 1.4%
-------------------------------------------------------------------------------------------------------------------------
Target Corp.                                                                                2,600                 75,400
-------------------------------------------------------------------------------------------------------------------------
CONSUMER STAPLES - 5.0%
-------------------------------------------------------------------------------------------------------------------------
ENTERTAINMENT - 0.7%
-------------------------------------------------------------------------------------------------------------------------
McDonald's Corp.                                                                            1,200                 37,800
-------------------------------------------------------------------------------------------------------------------------
FOOD & DRUG RETAILERS - 1.0%
-------------------------------------------------------------------------------------------------------------------------
CVS Corp.                                                                                   1,400                 55,212
-------------------------------------------------------------------------------------------------------------------------
HOUSEHOLD GOODS - 3.3%
-------------------------------------------------------------------------------------------------------------------------
Kimberly-Clark Corp.                                                                        1,000                 57,437
-------------------------------------------------------------------------------------------------------------------------
Procter & Gamble Co.                                                                        2,100                119,437
                                                                                                         ----------------
                                                                                                                 176,874
-------------------------------------------------------------------------------------------------------------------------
ENERGY - 11.4%
-------------------------------------------------------------------------------------------------------------------------
ENERGY SERVICES - 1.1%
-------------------------------------------------------------------------------------------------------------------------
Halliburton Co.                                                                               500                 23,062
-------------------------------------------------------------------------------------------------------------------------
Schlumberger Ltd.                                                                             300                 22,181
-------------------------------------------------------------------------------------------------------------------------
Transocean Sedco Forex, Inc.                                                                  300                 14,850
                                                                                                         ----------------
                                                                                                                  60,093
-------------------------------------------------------------------------------------------------------------------------
OIL:  DOMESTIC - 8.6%
-------------------------------------------------------------------------------------------------------------------------
Apache Corp.                                                                                  200                  9,950
-------------------------------------------------------------------------------------------------------------------------
Burlington Resources, Inc.                                                                  1,200                 39,150
-------------------------------------------------------------------------------------------------------------------------
Chevron Corp.                                                                                 800                 63,200
-------------------------------------------------------------------------------------------------------------------------
Exxon Mobil Corp.                                                                           3,300                264,000
-------------------------------------------------------------------------------------------------------------------------
Kerr-McGee Corp.                                                                              200                 10,975
-------------------------------------------------------------------------------------------------------------------------
ONEOK, Inc.                                                                                   600                 16,012
-------------------------------------------------------------------------------------------------------------------------
Texaco, Inc.                                                                                1,000                 49,437
                                                                                                         ----------------
                                                                                                                 452,724
-------------------------------------------------------------------------------------------------------------------------
OIL:  INTERNATIONAL - 1.7%
-------------------------------------------------------------------------------------------------------------------------
Royal Dutch Petroleum Co., NY Shares                                                        1,500                 87,375
-------------------------------------------------------------------------------------------------------------------------
FINANCIAL - 29.0%
-------------------------------------------------------------------------------------------------------------------------
BANKS - 15.4%
-------------------------------------------------------------------------------------------------------------------------
Bank of America Corp.                                                                       1,500                 71,062
-------------------------------------------------------------------------------------------------------------------------
BB&T Corp.                                                                                  4,200                104,737
-------------------------------------------------------------------------------------------------------------------------
Firstar Corp.                                                                               2,400                 47,400
-------------------------------------------------------------------------------------------------------------------------
J.P. Morgan & Co., Inc.                                                                     1,000                133,500
-------------------------------------------------------------------------------------------------------------------------
Northern Trust Corp.                                                                        1,400                104,825
-------------------------------------------------------------------------------------------------------------------------
SunTrust Banks, Inc.                                                                        2,400                114,900
-------------------------------------------------------------------------------------------------------------------------
U.S. Bancorp                                                                                3,700                 70,994
-------------------------------------------------------------------------------------------------------------------------
Wells Fargo Co.                                                                             4,000                165,250
                                                                                                         ----------------
                                                                                                                 812,668
-------------------------------------------------------------------------------------------------------------------------
DIVERSIFIED FINANCIAL - 11.6%
-------------------------------------------------------------------------------------------------------------------------
American Express Co.                                                                        2,100                119,044
-------------------------------------------------------------------------------------------------------------------------
Citigroup, Inc.                                                                             4,200                296,362
-------------------------------------------------------------------------------------------------------------------------
Fannie Mae                                                                                  2,700                134,663
-------------------------------------------------------------------------------------------------------------------------
Freddie Mac                                                                                 1,100                 43,381
-------------------------------------------------------------------------------------------------------------------------
Synovus Financial Corp.                                                                     1,000                 18,000
                                                                                                         ----------------
                                                                                                                 611,450
</TABLE>

10 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

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

                                                                                                       MARKET VALUE
                                                                                            SHARES     SEE NOTE 1
<S>                                                                 <C>                     <C>        <C>
-------------------------------------------------------------------------------------------------------------------------
Insurance - 2.0%
-------------------------------------------------------------------------------------------------------------------------
American International Group, Inc.                                                            900      $          78,919
-------------------------------------------------------------------------------------------------------------------------
Torchmark Corp.                                                                             1,100                 27,363
                                                                                                         ----------------
                                                                                                                 106,282
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE - 3.5%
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/DRUGS - 2.2%
-------------------------------------------------------------------------------------------------------------------------
Pharmacia Corp.                                                                             1,038                 56,831
-------------------------------------------------------------------------------------------------------------------------
UnitedHealth Group, Inc.                                                                      700                 57,269
                                                                                                         ----------------
                                                                                                                 114,100
-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE/SUPPLIES & SERVICES - 1.3%
-------------------------------------------------------------------------------------------------------------------------
Biomet, Inc.                                                                                  500                 22,375
-------------------------------------------------------------------------------------------------------------------------
HEALTHSOUTH Corp.                                                   (1)                     3,500                 20,781
-------------------------------------------------------------------------------------------------------------------------
Tenet Healthcare Corp.                                                                        900                 27,394
                                                                                                         ----------------
                                                                                                                  70,550
-------------------------------------------------------------------------------------------------------------------------
TECHNOLOGY - 9.7%
-------------------------------------------------------------------------------------------------------------------------
COMPUTER HARDWARE - 5.6%
-------------------------------------------------------------------------------------------------------------------------
Apple Computer, Inc.                                                (1)                     1,100                 55,894
-------------------------------------------------------------------------------------------------------------------------
Compaq Computer Corp.                                                                       3,800                106,638
-------------------------------------------------------------------------------------------------------------------------
Hewlett-Packard Co.                                                                           700                 76,431
-------------------------------------------------------------------------------------------------------------------------
Pitney Bowes, Inc.                                                                          1,700                 58,863
                                                                                                         ----------------
                                                                                                                 297,826
-------------------------------------------------------------------------------------------------------------------------
ELECTRONICS - 3.1%
-------------------------------------------------------------------------------------------------------------------------
Advanced Micro Devices, Inc.                                        (1)                       900                 64,744
-------------------------------------------------------------------------------------------------------------------------
Molex, Inc.                                                                                   900                 42,342
-------------------------------------------------------------------------------------------------------------------------
Motorola, Inc.                                                                                900                 29,756
-------------------------------------------------------------------------------------------------------------------------
Novellus Systems, Inc.                                              (1)                       500                 26,969
                                                                                                         ----------------
                                                                                                                 163,811
-------------------------------------------------------------------------------------------------------------------------
PHOTOGRAPHY - 1.0%
-------------------------------------------------------------------------------------------------------------------------
Eastman Kodak Co.                                                                             900                 49,388
-------------------------------------------------------------------------------------------------------------------------
Xerox Corp.                                                                                   300                  4,463
                                                                                                         ----------------
                                                                                                                  53,851
-------------------------------------------------------------------------------------------------------------------------
UTILITIES - 7.9%
-------------------------------------------------------------------------------------------------------------------------
ELECTRIC UTILITIES - 3.1%
-------------------------------------------------------------------------------------------------------------------------
AES Corp. (The)                                                     (1)                     1,400                 74,813
-------------------------------------------------------------------------------------------------------------------------
Duke Energy Corp.                                                                           1,400                 86,363
                                                                                                         ----------------
                                                                                                                 161,176
-------------------------------------------------------------------------------------------------------------------------
GAS UTILITIES - 4.8%
-------------------------------------------------------------------------------------------------------------------------
El Paso Energy Corp.                                                                          200                  9,675
-------------------------------------------------------------------------------------------------------------------------
Enron Corp.                                                                                 2,100                154,613
-------------------------------------------------------------------------------------------------------------------------
Sempra Energy                                                                               4,900                 91,875
                                                                                                         ----------------
                                                                                                                 256,163
                                                                                                         ----------------
Total Common Stocks (Cost $5,082,045)                                                                          5,099,941
</TABLE>


11 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------
STATEMENT OF INVESTMENTS                                                           Continued


                                                                                        PRINCIPAL             MARKET VALUE
                                                                                        AMOUNT                SEE NOTE 1
<S>                                                                                     <C>                   <C>
-------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements - 5.0%
-------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Banc One Capital Markets,  Inc.,
6.53%, dated 7/31/00, to be repurchased at $265,048 on
8/1/00, collateralized by U.S. Treasury Nts., 4.25%-7.875%,
8/31/00--8/15/09, with a value of $193,589 and U.S. Treasury
Bonds, 5.25%--14%, 8/15/03--11/15/28, with a value of
$77,326 (Cost $265,000)                                                                 $ 265,000             $  265,000

-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $5,347,045)                                               101.4%             5,364,941
-------------------------------------------------------------------------------------------------------------------------

LIABILITIES IN EXCESS OF OTHER ASSETS                                                        (1.4)               (71,941)
                                                                                   ---------------            -----------

NET ASSETS                                                                                  100.0%            $5,293,000
                                                                                   ===============            ===========
</TABLE>



1.  Non-income-producing security.

See accompanying Notes to Financial Statements.

12 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES                                                 July 31, 2000



-------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                                                <C>
Investments, at value (cost $5,347,045) - see accompanying statement                                                $5,364,941
-------------------------------------------------------------------------------------------------------------------------------
Cash                                                                                                                     1,343
-------------------------------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold                                                                                      20,884
Interest                                                                                                                 4,168
Investments sold                                                                                                         3,869
Other                                                                                                                        4
                                                                                                              -----------------
Total assets                                                                                                         5,395,209

-------------------------------------------------------------------------------------------------------------------------------
LIABILITIES Payables and other liabilities:
Investments purchased                                                                                                   73,491
Shares of beneficial interest redeemed                                                                                  19,672
Distribution and service plan fees                                                                                       2,389
Shareholder reports                                                                                                      1,775
Transfer and shareholder servicing agent fees                                                                              171
Trustees' compensation                                                                                                      95
Other                                                                                                                    4,616
                                                                                                              -----------------
Total liabilities                                                                                                      102,209

-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                                          $5,293,000
                                                                                                              =================
-------------------------------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
Paid-in capital                                                                                                     $5,330,493
-------------------------------------------------------------------------------------------------------------------------------
Undistributed net investment income                                                                                      5,131
-------------------------------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions                                                               (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments                                                                              17,896
                                                                                                              -----------------
Net assets                                                                                                          $5,293,000
                                                                                                              =================
</TABLE>


13 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES                                                 Continued



-------------------------------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
Class A Shares:
<S>                                                                                                                     <C>
Net asset value and redemption price per share (based on net assets of
$3,797,560 and 398,732 shares of beneficial interest outstanding)                                                        $9.52
Maximum offering price per share (net asset value plus sales charge
of 5.75% of offering price)                                                                                             $10.10

-------------------------------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $643,078
and 68,050 shares of beneficial interest outstanding)                                                                    $9.45

-------------------------------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, redemption price (excludes applicable contingent deferred sales
charge) and offering price per share (based on net assets of $851,409
and 88,928 shares of beneficial interest outstanding)                                                                    $9.57

-------------------------------------------------------------------------------------------------------------------------------
Class Y Shares:
Net asset value, redemption price and offering price per share (based on
net assets of $953 and 100 shares of beneficial interest outstanding)                                                    $9.53
</TABLE>



See accompanying Notes to Financial Statements.

14 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF OPERATIONS                                                             For the Period from September 1, 1999
                                                                                    (commencement of operations) to July 31, 2000


-------------------------------------------------------------------------------------------------------------------------------
INVESTMENT INCOME
<S>                                                                                                                   <C>
Dividends                                                                                                              $51,860
-------------------------------------------------------------------------------------------------------------------------------
Interest                                                                                                                 8,116
                                                                                                              -----------------
Total income                                                                                                            59,976

-------------------------------------------------------------------------------------------------------------------------------
EXPENSES
Management fees                                                                                                         22,550
-------------------------------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A                                                                                                                  2,769
Class B                                                                                                                  2,132
Class C                                                                                                                  2,359
-------------------------------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees:
Class A                                                                                                                  1,660
Class B                                                                                                                    184
Class C                                                                                                                    210
Class Y                                                                                                                     --
-------------------------------------------------------------------------------------------------------------------------------
Shareholder reports                                                                                                      8,989
-------------------------------------------------------------------------------------------------------------------------------
Registration and filing fees                                                                                             4,040
-------------------------------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees                                                                              1,727
-------------------------------------------------------------------------------------------------------------------------------
Custodian fees and expenses                                                                                              1,655
-------------------------------------------------------------------------------------------------------------------------------
Insurance expense                                                                                                        1,264
-------------------------------------------------------------------------------------------------------------------------------
Trustees' compensation                                                                                                     122
-------------------------------------------------------------------------------------------------------------------------------
Other                                                                                                                      197
                                                                                                              -----------------
Total expenses                                                                                                          49,858
Less expenses paid indirectly                                                                                           (1,654)
                                                                                                              -----------------
Net expenses                                                                                                            48,204

-------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME                                                                                                   11,772

-------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized loss on investments                                                                                       (60,520)
-------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                                                                    17,896
                                                                                                              -----------------
Net realized and unrealized loss                                                                                       (42,624)

--------------------------------------------------------------------------------------------------------------=================
NET DECREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                  ($30,852)
                                                                                                              =================
</TABLE>


See accompanying Notes to Financial Statements.

15 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

                                                                                                                PERIOD ENDED
                                                                                                               JULY 31, 2000(1)
-------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
<S>                                                                                                                 <C>
Net investment income                                                                                               $   11,772
-------------------------------------------------------------------------------------------------------------------------------

Net realized loss                                                                                                      (60,520)
-------------------------------------------------------------------------------------------------------------------------------

Net change in unrealized appreciation                                                                                   17,896
                                                                                                              -----------------
Net decrease in net assets resulting from operations                                                                   (30,852)

-------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS  AND/OR  DISTRIBUTIONS  TO SHAREHOLDERS
Dividends from net investment
income:
Class A                                                                                                                 (7,408)
Class B                                                                                                                   (185)
Class C                                                                                                                     (1)
Class Y                                                                                                                     (4)

-------------------------------------------------------------------------------------------------------------------------------
BENEFICIAL  INTEREST  TRANSACTIONS
Net  increase in net assets  resulting  from
beneficial interest transactions:
Class A                                                                                                              3,769,200
Class B                                                                                                                630,688
Class C                                                                                                                828,562
Class Y                                                                                                                     --

-------------------------------------------------------------------------------------------------------------------------------
NET ASSETS
Total increase                                                                                                       5,190,000

-------------------------------------------------------------------------------------------------------------------------------
Beginning of period                                                                                                    103,000 (2)
                                                                                                              -----------------
End of period (including undistributed net investment
income of $5,131 for the period ended July 31, 2000)                                                                $5,293,000
                                                                                                              =================
</TABLE>


1. For the period from  September 1, 1999  (commencement  of operations) to July
31, 2000.
2. Reflects the value of the Manager's  initial seed money  investment at
August 18, 1999.

See accompanying Notes to Financial Statements.

16 Oppenheimer Trinity Value Fund

<PAGE>
<TABLE>
<CAPTION>

FINANCIAL HIGHLIGHTS
                                                 CLASS A               CLASS B              CLASS C               CLASS Y
                                                 ------------------    -----------------    -----------------     -----------------

                                                 PERIOD ENDED          PERIOD ENDED         PERIOD ENDED          PERIOD ENDED
                                                 JULY 31, 2000(1)      JULY 31, 2000(1)     JULY 31, 2000(1)      JULY 31, 2000(1)
-----------------------------------------------------------------------------------------------------------------------------------
Per Share Operating Data
<S>                                                         <C>                  <C>                  <C>                   <C>
Net asset value, beginning of period                        $10.00               $10.00               $10.00                $10.00
-----------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income (loss)                                   .05                  .01                 (.02)                  .07
Net realized and unrealized loss                              (.50)                (.53)                (.41)                 (.50)
                                                 ------------------    -----------------    -----------------     -----------------
Total loss from investment operations                         (.45)                (.52)                (.43)                 (.43)

-----------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income                          (.03)                (.03)                  -- (2)              (.04)

-----------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                               $9.52                $9.45                $9.57                 $9.53
                                                 ==================    =================    =================     =================

-----------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN, AT NET ASSET VALUE(3)                          (4.50)%              (5.18)%              (4.27)%               (4.33)%
-----------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands)                    $3,798                 $643                 $851                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Average net assets (in thousands)                           $2,802                 $235                 $260                    $1
-----------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets:(4)
Net investment income (loss)                                 0.52%               (0.36)%              (0.36)%                0.62%
Expenses                                                     1.53%                2.41%                2.41%                 1.42%
Expenses, net of indirect expenses                           1.47%                2.35%                2.35%                 1.37%
-----------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate                                       285%                 285%                 285%                  285%
</TABLE>

1. For the period from  September 1, 1999  (commencement  of operations) to July
31, 2000.
2. Less than $0.005.
3. Assumes a $1,000  hypothetical  initial investment on the business day before
the first day of the fiscal period (or  commencement  of  operations),  with all
dividends and distributions  reinvested in additional shares on the reinvestment
date, and redemption at the net asset value  calculated on the last business day
of the fiscal  period.  Sales  charges are not  reflected in the total  returns.
Total  returns are not  annualized  for  periods of less than one full year.
4. Annualized for periods of less than one full year.


See accompanying Notes to Financial Statements.

17 Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS

1.  SIGNIFICANT ACCOUNTING POLICIES
Oppenheimer  Trinity  Value Fund (the Fund) is registered  under the  Investment
Company Act of 1940, as amended, as an open-end  management  investment company.
The Fund's  investment  objective is to seek  long-term  growth of capital.  The
Fund's investment advisor is OppenheimerFunds, Inc. (the Manager).

The Fund offers Class A, Class B, Class C and Class Y shares. Class A shares are
sold at their offering price, which is normally net asset value plus a front-end
sales  charge.  Class B and Class C shares are sold  without a  front-end  sales
charge but may be subject to a contingent deferred sales charge (CDSC).  Class Y
shares are sold to certain  institutional  investors  without either a front-end
sales charge or a CDSC. All classes of shares have identical rights to earnings,
assets  and  voting  privileges,  except  that each  class has its own  expenses
directly  attributable to that class and exclusive voting rights with respect to
matters  affecting  that class.  Classes A, B and C have  separate  distribution
and/or service plans. No such plan has been adopted for Class Y shares.  Class B
shares will automatically  convert to Class A shares six years after the date of
purchase.  The  following  is  a  summary  of  significant  accounting  policies
consistently followed by the Fund.

SECURITIES  VALUATION Securities listed or traded on National Stock Exchanges or
other  domestic or foreign  exchanges are valued based on the last sale price of
the security  traded on that  exchange  prior to the time when the Fund's assets
are valued.  In the absence of a sale,  the  security is valued at the last sale
price on the prior  trading  day,  if it is within the spread of the closing bid
and asked prices,  and if not, at the closing bid price.  Securities  (including
restricted securities) for which quotations are not readily available are valued
primarily  using  dealer-supplied   valuations,   a  portfolio  pricing  service
authorized  by the Board of  Trustees,  or at their  fair  value.  Fair value is
determined  in good  faith  under  consistently  applied  procedures  under  the
supervision  of the Board of  Trustees.  Short-term  "money  market  type"  debt
securities  with  remaining  maturities  of  sixty  days or less are  valued  at
amortized cost (which approximates market value).

REPURCHASE  AGREEMENTS  The Fund requires the custodian to take  possession,  to
have  legally  segregated  in the Federal  Reserve  Book Entry System or to have
segregated  within the custodian's  vault, all securities held as collateral for
repurchase agreements. The market value of the underlying securities is required
to be at least 102% of the resale price at the time of  purchase.  If the seller
of the agreement  defaults and the value of the collateral  declines,  or if the
seller  enters  an  insolvency  proceeding,  realization  of  the  value  of the
collateral by the Fund may be delayed or limited.

ALLOCATION OF INCOME,  EXPENSES,  GAINS AND LOSSES Income,  expenses (other than
those attributable to a specific class), gains and losses are allocated daily to
each  class  of  shares  based  upon  the  relative  proportion  of  net  assets
represented  by  such  class.  Operating  expenses  directly  attributable  to a
specific class are charged against the operations of that class.

FEDERAL  TAXES The Fund  intends to continue to comply  with  provisions  of the
Internal  Revenue Code  applicable  to  regulated  investment  companies  and to
distribute  all of its  taxable  income,  including  any  net  realized  gain on
investments  not  offset by loss  carryovers,  to  shareholders.  Therefore,  no
federal  income or excise tax  provision is required.  As of July 31, 2000,  the
Fund had  available  for  federal  income tax  purposes an unused  capital  loss
carryover as follows:

     EXPIRING
--------------
         2008     $60,520

TRUSTEES'  COMPENSATION The Fund has adopted an unfunded retirement plan for the
Fund's independent Board of Trustees. Benefits are based on years of service and
fees paid to each trustee during the years of service.

The Board of Trustees has adopted a deferred  compensation  plan for independent
trustees that enables  trustees to elect to defer receipt of all or a portion of
annual  compensation they are entitled to receive from the Fund. Under the plan,
the  compensation  deferred is  periodically  adjusted  as though an  equivalent
amount  had been  invested  for the Board of  Trustees  in shares of one or more
Oppenheimer  funds  selected  by the  trustee.  The amount  paid to the Board of
Trustees  under the plan will be determined  based upon the  performance  of the
selected  funds.  Deferral of trustees'  fees under the plan will not affect the
net  assets of the Fund,  and will not  materially  affect  the  Fund's  assets,
liabilities or net investment income per share.

18  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

1.  SIGNIFICANT ACCOUNTING POLICIES Continued
DIVIDENDS AND  DISTRIBUTIONS  TO  SHAREHOLDERS  Dividends and  distributions  to
shareholders,  which are determined in accordance  with income tax  regulations,
are recorded on the ex-dividend date.

CLASSIFICATION  OF DIVIDENDS AND  DISTRIBUTIONS  TO SHAREHOLDERS  Net investment
income (loss) and net realized  gain (loss) may differ for  financial  statement
and tax purposes.  The character of dividends and distributions  made during the
fiscal year from net investment income or net realized gains may differ from its
ultimate  characterization for federal income tax purposes.  Also, due to timing
of dividends and distributions, the fiscal year in which amounts are distributed
may  differ  from the  fiscal  year in which  the  income or  realized  gain was
recorded by the Fund.

The Fund adjusts the  classification of distributions to shareholders to reflect
the differences between financial statement amounts and distributions determined
in accordance with income tax regulations.  Accordingly, during the period ended
July 31, 2000,  amounts have been  reclassified to reflect a decrease in paid-in
capital of $957.  Undistributed  net investment income was increased by the same
amount. Net assets of the Fund were unaffected by the reclassifications.

EXPENSE OFFSET  ARRANGEMENTS  Expenses paid indirectly  represent a reduction of
custodian fees for earnings on cash balances maintained by the Fund.

OTHER  Investment  transactions  are accounted for as of trade date and dividend
income is recorded on the  ex-dividend  date.  Certain  dividends  from  foreign
securities  will be recorded as soon as the Fund is informed of the  dividend if
such information is obtained  subsequent to the ex-dividend date. Realized gains
and losses on  investments  and unrealized  appreciation  and  depreciation  are
determined on an identified cost basis, which is the same basis used for federal
income tax purposes.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported amounts of income and expenses during the reporting period.
Actual results could differ from those estimates.


19  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

2.  SHARES OF BENEFICIAL INTEREST
The Fund has authorized an unlimited number of no par value shares of beneficial
interest of each class.  Transactions  in shares of beneficial  interest were as
follows:

<TABLE>
<CAPTION>
                                                 PERIOD ENDED JULY 31, 2000(1)
                                                        SHARES                   AMOUNT
<S>                                                    <C>                   <C>
----------------------------------------------------------------------------------------
CLASS A
Sold                                                   436,509               $4,185,851
Dividends and/or distributions reinvested                  120                    1,147
Redeemed                                               (47,897)                (417,798)
                                                      --------               ----------
Net increase                                           388,732               $3,769,200
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS B
Sold                                                    78,094               $  727,466
Dividends and/or distributions reinvested                   19                      182
Redeemed                                               (10,163)                 (96,960)
                                                      --------               ----------
Net increase                                            67,950               $  630,688
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS C
Sold                                                    91,083               $  850,172
Dividends and/or distributions reinvested                   --                       --
Redeemed                                                (2,255)                 (21,610)
                                                      --------               ----------
Net increase                                            88,828               $  828,562
                                                      ========               ==========

----------------------------------------------------------------------------------------
CLASS Y
Sold                                                        --                $      --
Dividends and/or distributions reinvested                   --                       --
Redeemed                                                    --                       --
                                                      --------                ---------
Net increase                                                --                $      --
                                                      ========                =========
</TABLE>


     1. For the period from  September 1, 1999  (commencement  of operations) to
     July 31, 2000.

3.  PURCHASES AND SALES OF SECURITIES
The aggregate  cost of purchases and proceeds  from sales of  securities,  other
than  short-term  obligations,   for  the  period  ended  July  31,  2000,  were
$14,545,705 and $9,403,139, respectively.

As of July 31, 2000,  unrealized  appreciation  (depreciation)  based on cost of
securities for federal income tax purposes of $5,347,045 was:

<TABLE>
<S>                                        <C>
Gross unrealized appreciation              $274,178
Gross unrealized depreciation              (256,282)
                                           --------
Net unrealized appreciation                $ 17,896
                                           ========
</TABLE>

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
MANAGEMENT  FEES Management fees paid to the Manager were in accordance with the
investment advisory agreement with the Fund which provides for a fee of 0.75% of
the first $200  million of average  annual net assets of the Fund,  0.72% of the
next  $200  million,  0.69% of the next  $200  million,  0.66% of the next  $200
million,  and 0.60% of average annual net assets in excess of $800 million.  The
Fund's  management fee for the period ended July 31, 2000 was an annualized rate
of 0.75%, before any waiver by the Manager if applicable.

20  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES CONTINUED
TRANSFER AGENT FEES OppenheimerFunds  Services (OFS), a division of the Manager,
acts  as the  transfer  and  shareholder  servicing  agent  for  the  Fund on an
"at-cost" basis.  OFS also acts as the transfer and shareholder  servicing agent
for the other Oppenheimer funds.

SUB-ADVISOR FEES The Manager pays Trinity Investment Management Corporation (the
Sub-Advisor)  based on the fee  schedule  set forth in the  Prospectus.  For the
period ended July 31, 2000, the Manager paid $6,458 to the Sub-Advisor.

DISTRIBUTION  AND SERVICE  PLAN FEES Under its General  Distributor's  Agreement
with the Manager,  the Distributor acts as the Fund's  principal  underwriter in
the continuous public offering of the different classes of shares of the Fund.

The  compensation  paid to (or  retained  by) the  Distributor  from the sale of
shares or on the redemption of shares is shown in the table below for the period
indicated.

<TABLE>
<CAPTION>
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
                    AGGREGATE          CLASS A FRONT-END    COMMISSIONS ON   COMMISSIONS ON    COMMISSIONS ON
                    FRONT-END SALES    SALES CHARGES        CLASS A SHARES   CLASS B SHARES    CLASS C SHARES
                    CHARGES ON CLASS   RETAINED BY          ADVANCED BY      ADVANCED BY       ADVANCED BY
PERIOD ENDED        A SHARES           DISTRIBUTOR          DISTRIBUTOR(1)   DISTRIBUTOR(1)    DISTRIBUTOR(1)
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
<S>                    <C>                 <C>                <C>              <C>               <C>
July 31, 2000          $10,091             $2,654             $1,281           $18,872           $6,991
------------------- ------------------ -------------------- ---------------- ----------------- ----------------
</TABLE>


     1. THE DISTRIBUTOR  ADVANCES  COMMISSION 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.

<TABLE>
<CAPTION>
---------------------- ------------------------------ ---------------------------- ---------------------------
                        CLASS A CONTINGENT DEFERRED    CLASS B CONTINGENT           CLASS C CONTINGENT
                        SALES CHARGES RETAINED BY      DEFERRED SALES CHARGES       DEFERRED SALES CHARGES
PERIOD ENDED            DISTRIBUTOR                    RETAINED BY DISTRIBUTOR      RETAINED BY DISTRIBUTOR
----------------------- ------------------------------ ---------------------------- ---------------------------
<S>                              <C>                         <C>                           <C>
July 31, 2000                    $--                         $1,041                        $--
----------------------- ------------------------------ ---------------------------- ---------------------------
</TABLE>

The Fund has  adopted a Service  Plan for Class A shares  and  Distribution  and
Service Plans for Class B and Class C shares under Rule 12b-1 of the  Investment
Company  Act.  Under  those  plans  the Fund pays the  Distributor  for all or a
portion  of its  costs  incurred  in  connection  with the  distribution  and/or
servicing of the shares of the particular class.

CLASS A 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. The Class A service plan permits reimbursements to
the Distributor at a rate of up to 0.25% of average annual net assets of Class A
shares purchased. 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 of the Fund.  For the  period  ended July 31,  2000,  payments
under the Class A plan totaled  $2,769 prior to Manager  waivers if  applicable,
all of which  were  paid by the  Distributor  to  recipients.  Any  unreimbursed
expenses  the  Distributor  incurs with  respect to Class A shares in any fiscal
year cannot be recovered in subsequent years.

CLASS B AND CLASS C DISTRIBUTION AND SERVICE PLAN FEES Under each plan,  service
fees and distribution fees are computed on the average of the net asset value of
shares in the  respective  class,  determined  as of the  close of each  regular
business  day during the period.  The Class B and Class C plans  provide for the
Distributor  to  be  compensated  at a  flat  rate,  whether  the  Distributor's
distribution  expenses  are more or less than the amounts paid by the Fund under
the plan during the period for which the fee is paid.

The  Distributor  retains the  asset-based  sales charge on Class B shares.  The
Distributor  retains the  asset-based  sales charge on Class C shares during the
first year the shares are outstanding.  The asset-based sales charges on Class B
and Class C shares  allow  investors  to buy shares  without a  front-end  sales
charge while  allowing the  Distributor  to  compensate  dealers that sell those
shares.

21  Oppenheimer Trinity Value Fund

<PAGE>

NOTES TO FINANCIAL STATEMENTS (Continued)

4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued
The  Distributor's  actual expenses in selling Class B and Class C shares may be
more than the payments it receives from the  contingent  deferred  sales charges
collected on redeemed shares and  asset-based  sales charges from the Fund under
the plans.  If any plan is  terminated  by the Fund,  the Board of 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.  The plans
allow for the  carry-forward  of  distribution  expenses,  to be recovered  from
asset-based sales charges in subsequent fiscal periods.

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------
           DISTRIBUTION  FEES PAID TO THE  DISTRIBUTOR FOR THE PERIOD ENDED JULY
           31, 2000, WERE AS FOLLOWS:
----------------------------------------------------------------------------------------------------------------------
                                                                                              DISTRIBUTOR'S
                                                                 DISTRIBUTOR'S AGGREGATE      UNREIMBURSED EXPENSES
                    TOTAL PAYMENTS        AMOUNT RETAINED BY     UNREIMBURSED EXPENSES        AS % OF NET ASSETS OF
                    UNDER PLAN            DISTRIBUTOR            UNDER PLAN                   CLASS
------------------- --------------------- ---------------------- ---------------------------- ------------------------
<S>                        <C>                   <C>                       <C>                          <C>
CLASS B PLAN               $2,132                $1,988                    $17,104                      2.66%
------------------- --------------------- ---------------------- ---------------------------- ------------------------
CLASS C PLAN                2,359                  2,198                      9,503                    1.12
------------------- --------------------- ---------------------- ---------------------------- ------------------------
</TABLE>

5.  BANK BORROWINGS
The Fund may borrow from a bank for temporary or emergency  purposes  including,
without limitation,  funding of shareholder  redemptions provided asset coverage
for  borrowings  exceeds  300%.  The Fund has entered  into an  agreement  which
enables it to participate with other  Oppenheimer  funds in an unsecured line of
credit with a bank, which permits  borrowings up to $400 million,  collectively.
Interest is charged to each fund,  based on its  borrowings,  at a rate equal to
the  Federal  Funds Rate plus 0.45%.  Borrowings  are payable 30 days after such
loan is  executed.  The Fund  also pays a  commitment  fee equal to its pro rata
share of the average unutilized amount of the credit facility at a rate of 0.08%
per annum.

The Fund had no borrowings outstanding during the period ended July 31, 2000.



<PAGE>




<PAGE>


                                     A-1
Appendix A

                          S&P 500/BARRA Value Index
                   11 Economic Sectors, 34 Industry Groups



            Basic Materials                     Miscellaneous
            Chemicals                           Miscellaneous
            Forest Products
            Metals

                                                Technology
                                                Computer Hardware
            Consumer Staples                    Computer Software
            Food/Bev/Tobacco                    Electronics
            Household Products
            Food & Drug Retail

                                                Consumer Cyclicals
                                                Retail/Merchandise
            Health Care                         Entertainment
            Drugs                               Building Materials
            Hospital/Hospital Supply            Lodging & Restaurant
                                                Publishing
                                                Consumer Durables
                                                Retail/Clothing
            Transportation
            Automotive
            Transportation
            Auto Parts                          Finance
                                                Consumer Finance
                                                Money Center Banks
                                                Insurance
            Capital Goods                       Regional Banks
            Electric Equipment
            Aerospace
            Machinery
                                                Utilities
                                                Telephones
                                                Electric Utilities
            Energy                              Gas & Water
            Integrated Oils
            Oil Products/Svcs






<PAGE>



                                Appendix B

        OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases,  the initial sales charge that applies to purchases of Class
A shares1 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.2  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 plans3
(4)   Group Retirement Plans4
(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.

--------------
1.    Certain waivers also apply to Class M shares of Oppenheimer  Convertible
   Securities Fund.
2.    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.
3.    An "employee  benefit  plan" means any plan or  arrangement,  whether or
   not it is "qualified"  under the Internal Revenue Code, under which Class A
   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.
4.    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  Class A 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 Class A
   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  enabling  those plans to purchase  Class A shares at
   net  asset  value but  subject  to the Class A  contingent  deferred  sales
   charge.

I. Applicability of Class A Contingent Deferred Sales Charges in Certain Cases

Purchases  of Class A Shares of  Oppenheimer  Funds  That Are Not  Subject  to
Initial  Sales  Charge but May Be Subject to the Class A  Contingent  Deferred
Sales Charge (unless a waiver applies).

      There is no initial  sales  charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below.  However,  these purchases
may be subject to the Class A  contingent  deferred  sales  charge if redeemed
within  18  months  of the end of the  calendar  month of their  purchase,  as
described  in the  Prospectus  (unless a waiver  described  elsewhere  in this
Appendix applies to the redemption).  Additionally,  on shares purchased under
these  waivers  that are  subject  to the Class A  contingent  deferred  sales
charge,  the Distributor will pay the applicable  commission  described in the
Prospectus under "Class A Contingent Deferred Sales Charge."4 This      waiver
provision applies to:
|_|   Purchases of Class A shares aggregating $1 million or more.
|_|   Purchases  by  a  Retirement  Plan  (other  than  an  IRA  or  403(b)(7)
         custodial plan) that:
(1)   buys shares costing $500,000 or more, or
(2)   has, at the time of purchase,  100 or more  eligible  employees or total
              plan assets of $500,000 or more, or
(3)   certifies  to the  Distributor  that it  projects  to have  annual  plan
              purchases of $200,000 or more.
|_|   Purchases  by  an   OppenheimerFunds-sponsored   Rollover  IRA,  if  the
         purchases are made:
(1)   through a broker,  dealer,  bank or registered  investment  adviser that
              has made special  arrangements  with the  Distributor  for those
              purchases, or
(2)   by a direct rollover of a distribution from a qualified  Retirement Plan
              if the administrator of that Plan has made special  arrangements
              with the Distributor for those purchases.
|_|   Purchases  of Class A shares by  Retirement  Plans  that have any of the
         following record-keeping arrangements:
(1)   The record  keeping is performed by Merrill Lynch Pierce Fenner & Smith,
              Inc.  ("Merrill  Lynch")  on a  daily  valuation  basis  for the
              Retirement  Plan.  On  the  date  the  plan  sponsor  signs  the
              record-keeping  service  agreement with Merrill Lynch,  the Plan
              must  have $3  million  or more of its  assets  invested  in (a)
              mutual  funds,  other than  those  advised or managed by Merrill
              Lynch Asset Management,  L.P. ("MLAM"),  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 MLAM (the funds  described  in (a) and (b)
              are referred to as "Applicable Investments").
(2)   The record  keeping  for the  Retirement  Plan is  performed  on a daily
              valuation  basis by a record keeper whose  services are provided
              under a contract or arrangement  between the Retirement Plan and
              Merrill  Lynch.  On the date the plan  sponsor  signs the record
              keeping  service  agreement  with Merrill  Lynch,  the Plan must
              have  $3  million  or  more  of  its  assets  (excluding  assets
              invested  in  money  market   funds)   invested  in   Applicable
              Investments.
(3)   The record  keeping  for a  Retirement  Plan is handled  under a service
              agreement  with  Merrill  Lynch and on the date the plan  sponsor
              signs  that  agreement,   the  Plan  has  500  or  more  eligible
              employees (as  determined  by the Merrill  Lynch plan  conversion
              manager).
|_|   Purchases   by  a   Retirement   Plan   whose   record   keeper   had  a
         cost-allocation  agreement  with the Transfer  Agent on or before May
         1, 1999.


<PAGE>



II. Waivers of Class A Sales Charges of Oppenheimer Funds

A.  Waivers of Initial  and  Contingent  Deferred  Sales  Charges  for Certain
Purchasers.

Class A shares  purchased by the  following  investors  are not subject to any
Class A sales charges (and no commissions  are paid by the Distributor on such
purchases):
|_|   The Manager or its affiliates.
|_|   Present or former  officers,  directors,  trustees  and  employees  (and
         their  "immediate  families")  of  the  Fund,  the  Manager  and  its
         affiliates,  and  retirement  plans  established  by them  for  their
         employees.  The term  "immediate  family"  refers  to  one's  spouse,
         children,  grandchildren,   grandparents,   parents,  parents-in-law,
         brothers  and  sisters,  sons-  and  daughters-in-law,   a  sibling's
         spouse,  a spouse's  siblings,  aunts,  uncles,  nieces and  nephews;
         relatives  by virtue of a  remarriage  (step-children,  step-parents,
         etc.) are included.
|_|   Registered  management  investment  companies,  or separate  accounts of
         insurance  companies  having an  agreement  with the  Manager  or the
         Distributor for that purpose.
|_|   Dealers or brokers that have a sales agreement with the Distributor,  if
         they purchase  shares for their own accounts or for retirement  plans
         for their employees.
|_|   Employees and registered  representatives (and their spouses) of dealers
         or  brokers  described  above or  financial  institutions  that  have
         entered  into sales  arrangements  with such  dealers or brokers (and
         which  are  identified  as  such  to the  Distributor)  or  with  the
         Distributor.  The purchaser  must certify to the  Distributor  at the
         time  of  purchase  that  the  purchase  is for the  purchaser's  own
         account  (or for the  benefit  of such  employee's  spouse  or  minor
         children).
|_|   Dealers,  brokers,  banks or  registered  investment  advisors that have
         entered   into   an   agreement   with   the   Distributor   providing
         specifically  for  the  use  of  shares  of  the  Fund  in  particular
         investment  products made  available to their  clients.  Those clients
         may be charged a  transaction  fee by their  dealer,  broker,  bank or
         advisor for the purchase or sale of Fund shares.
|_|   Investment  advisors  and  financial  planners  who have entered into an
         agreement  for this  purpose with the  Distributor  and who charge an
         advisory,  consulting or other fee for their  services and buy shares
         for their own accounts or the accounts of their clients.
|_|   "Rabbi trusts" that buy shares for their own accounts,  if the purchases
         are made  through a broker or agent or other  financial  intermediary
         that has made special  arrangements  with the  Distributor  for those
         purchases.
|_|   Clients of investment  advisors or financial planners (that have entered
         into an  agreement  for this purpose  with the  Distributor)  who buy
         shares for their own accounts may also purchase  shares without sales
         charge but only if their  accounts are linked to a master  account of
         their  investment  advisor  or  financial  planner  on the  books and
         records of the broker,  agent or  financial  intermediary  with which
         the  Distributor  has made such special  arrangements . Each of these
         investors  may be  charged a fee by the  broker,  agent or  financial
         intermediary for purchasing shares.
|_|   Directors,  trustees,  officers or full-time employees of OpCap Advisors
         or its  affiliates,  their  relatives or any trust,  pension,  profit
         sharing or other  benefit  plan which  beneficially  owns  shares for
         those persons.
|_|   Accounts  for  which  Oppenheimer  Capital  (or  its  successor)  is the
         investment   advisor  (the   Distributor  must  be  advised  of  this
         arrangement)  and  persons  who  are  directors  or  trustees  of the
         company or trust which is the beneficial owner of such accounts.
|_|   A unit investment  trust that has entered into an appropriate  agreement
         with the Distributor.
|_|   Dealers,  brokers,  banks, or registered  investment  advisers that have
         entered  into an  agreement  with the  Distributor  to sell shares to
         defined contribution  employee retirement plans for which the dealer,
         broker or investment adviser provides administration services.
|_|   Retirement  Plans and  deferred  compensation  plans and trusts  used to
         fund those plans (including,  for example, plans qualified or created
         under sections 401(a),  401(k), 403(b) or 457 of the Internal Revenue
         Code),  in each case if those  purchases  are made  through a broker,
         agent  or  other  financial   intermediary   that  has  made  special
         arrangements with the Distributor for those purchases.
|_|   A  TRAC-2000  401(k)  plan  (sponsored  by the  former  Quest  for Value
         Advisors)  whose  Class B or Class C shares  of a  Former  Quest  for
         Value Fund were  exchanged for Class A shares of that Fund due to the
         termination of the Class B and Class C TRAC-2000  program on November
         24, 1995.
|_|   A qualified  Retirement  Plan that had agreed with the former  Quest for
         Value  Advisors  to  purchase  shares of any of the Former  Quest for
         Value Funds at net asset  value,  with such shares to be held through
         DCXchange,  a sub-transfer agency mutual fund clearinghouse,  if that
         arrangement  was   consummated  and  share  purchases   commenced  by
         December 31, 1996.

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

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

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

The Class A  contingent  deferred  sales  charge is also waived if shares that
would  otherwise  be  subject  to the  contingent  deferred  sales  charge are
redeemed in the following cases:
|_|   To make Automatic  Withdrawal Plan payments that are limited annually to
         no more than 12% of the account value adjusted annually.
|_|   Involuntary  redemptions  of shares by operation  of law or  involuntary
         redemptions of small accounts  (please refer to "Shareholder  Account
         Rules and Policies," in the applicable fund Prospectus).
|_|   For distributions from Retirement Plans,  deferred compensation plans or
         other employee benefit plans for any of the following purposes:
(1)   Following  the death or disability  (as defined in the Internal  Revenue
              Code)  of  the   participant  or   beneficiary.   The  death  or
              disability  must  occur  after  the  participant's  account  was
              established.
(2)   To return excess contributions.
(3)   To return contributions made due to a mistake of fact.
(4)   Hardship withdrawals, as defined in the plan.5
(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.6
         (10) Participant-directed  redemptions to purchase shares of a mutual
              fund (other than a fund  managed by the Manager or a  subsidiary
              of the Manager) if the plan has made special  arrangements  with
              the Distributor.
         (11) Plan   termination   or  "in-service   distributions,"   if  the
              redemption   proceeds   are   rolled   over   directly   to   an
              OppenheimerFunds-sponsored IRA.
|_|   For  distributions  from  Retirement  Plans having 500 or more  eligible
         employees,  except  distributions  due to  termination  of all of the
         Oppenheimer funds as an investment option under the Plan.
|_|   For  distributions  from 401(k) plans sponsored by  broker-dealers  that
         have entered into a special  agreement with the Distributor  allowing
         this waiver.


III.  Waivers  of Class B, Class C and Class N Sales  Charges  of  Oppenheimer

Funds


The Class B, Class C and Class N  contingent  deferred  sales  charges will
not be applied to shares  purchased  in certain  types of  transactions  or
redeemed in certain circumstances described below.


A. Waivers for Redemptions in Certain Cases.


The Class B, Class C and Class N  contingent  deferred  sales  charges will be
waived for redemptions of shares in the following cases:
|_|   Shares  redeemed  involuntarily,  as described in  "Shareholder  Account

         Rules and Policies," in the applicable Prospectus.
|_|   Redemptions  from accounts  other than  Retirement  Plans  following the
         death or disability of the last  surviving  shareholder,  including a
         trustee of a grantor  trust or  revocable  living trust for which the
         trustee is also the sole  beneficiary.  The death or disability  must
         have occurred after the account was  established,  and for disability
         you must provide  evidence of a  determination  of  disability by the
         Social Security Administration.
|_|   Distributions  from accounts for which the  broker-dealer  of record has
         entered into a special  agreement with the Distributor  allowing this
         waiver.
|_|   Redemptions  of Class B shares held by  Retirement  Plans whose  records
         are  maintained  on a daily  valuation  basis by Merrill  Lynch or an
         independent record keeper under a contract with Merrill Lynch.
|_|   Redemptions of Class C shares of Oppenheimer U.S.  Government Trust from
         accounts of clients of financial  institutions that have entered into
         a special arrangement with the Distributor for this purpose.
|_|   Redemptions  requested in writing by a Retirement  Plan sponsor of Class
         C shares of an  Oppenheimer  fund in  amounts  of $1  million or more
         held  by  the  Retirement  Plan  for  more  than  one  year,  if  the
         redemption  proceeds  are  invested  in Class A shares of one or more
         Oppenheimer funds.
|_|   Distributions  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.7
(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.8
(9)   On account of the participant's separation from service.9
(10)  Participant-directed  redemptions  to  purchase  shares of a mutual fund
              (other than a fund managed by the Manager or a  subsidiary  of the
              Manager)  offered as an investment  option in a Retirement Plan if
              the plan has made special arrangements with the Distributor.
(11)  Distributions  made on account  of a plan  termination  or  "in-service"
              distributions,   if  the  redemption  proceeds  are  rolled  over
              directly to an OppenheimerFunds-sponsored IRA.
(12)  Distributions   from  Retirement  Plans  having  500  or  more  eligible
              employees,  but  excluding  distributions  made  because  of the
              Plan's  elimination as investment  options under the Plan of all
              of the Oppenheimer funds that had been offered.
(13)  For  distributions  from a  participant's  account  under  an  Automatic
             Withdrawal Plan after the participant  reaches age 59 1/2 , as long
              as the aggregate value of the distributions  does not exceed 10%
              of the account's value, adjusted annually.
(14)  Redemptions of Class B shares under an Automatic  Withdrawal Plan for an
              account other than a Retirement  Plan, if the aggregate value of
              the redeemed shares does not exceed 10% of the account's  value,
              adjusted annually.
      |_|   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, Class C and
Class N shares sold or issued in the following cases:
|_|   Shares sold to the Manager or its affiliates.

|_|   Shares sold to registered  management  investment  companies or separate
         accounts of insurance  companies having an agreement with the Manager
         or the Distributor for that purpose.
|_|   Shares issued in plans of reorganization to which the Fund is a party.
|_|   Shares  sold to  present  or former  officers,  directors,  trustees  or
         employees  (and  their  "immediate  families"  as  defined  above  in
         Section  I.A.)  of the  Fund,  the  Manager  and its  affiliates  and
         retirement plans established by them for their employees.

IV. Special Sales Charge  Arrangements for Shareholders of Certain Oppenheimer
Funds Who Were Shareholders of Former Quest for Value Funds

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



<PAGE>


Oppenheimer Quest Value Fund, Inc.         Oppenheimer  Quest  Small Cap Value
                                           Fund
Oppenheimer Quest Balanced Value Fund      Oppenheimer Quest Global Value Fund
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 Quest for Value New York  Tax-Exempt
Fund                                       Fund
Quest for Value Investment  Quality Income Quest for Value National  Tax-Exempt
Fund                                       Fund
Quest for Value Global Income Fund         Quest    for    Value     California
                                           Tax-Exempt Fund

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

A. Reductions or Waivers of Class A Sales Charges.

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

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

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

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

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

      |X|   Waiver of Class A Sales Charges for Certain Shareholders.  Class A
shares  purchased by the  following  investors  are not subject to any Class A
initial or contingent deferred sales charges:
|_|   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.

V. Special Sales Charge  Arrangements for Shareholders of Certain  Oppenheimer
Funds Who Were Shareholders of Connecticut Mutual Investment Accounts, Inc.

The initial and contingent deferred sale charge rates and waivers for
Class A and Class B shares described in the respective Prospectus (or
this Appendix) of the following Oppenheimer funds (each is referred to as
a "Fund" in this section):
o     Oppenheimer U. S. Government Trust,
o     Oppenheimer Bond Fund,
o     Oppenheimer Disciplined Value Fund and
o     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               CMIA LifeSpan Capital
Securities Account                          Appreciation Account
Connecticut Mutual Income Account           CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account           CMIA Diversified Income Account

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

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

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

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

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

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

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

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

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

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

Shareholders of Oppenheimer  Municipal Bond Fund,  Oppenheimer U.S.  Government
Trust,  Oppenheimer  Strategic  Income Fund and Oppenheimer  Equity Income Fund
who  acquired  (and  still  hold)  shares  of those  funds  as a result  of the
reorganization   of  series  of  Advance   America   Funds,   Inc.  into  those
Oppenheimer  funds on October 18, 1991, and who held shares of Advance  America
Funds,  Inc.  on March 30,  1990,  may  purchase  Class A shares of those  four
Oppenheimer funds at a maximum sales charge rate of 4.50%.

VII.  Sales  Charge  Waivers  on  Purchases  of Class M Shares  of  Oppenheimer
Convertible Securities Fund

Oppenheimer  Convertible  Securities  Fund  (referred to as the "Fund" in this
section) may sell Class M shares at net asset value  without any initial sales
charge to the classes of investors  listed below who, prior to March 11, 1996,
owned  shares  of the  Fund's  then-existing  Class A and  were  permitted  to
purchase those shares at net asset value without sales charge:
|_|   the Manager and its affiliates,
|_|   present or former  officers,  directors,  trustees  and  employees  (and
         their  "immediate  families"  as defined in the Fund's  Statement  of
         Additional  Information) of the Fund, the Manager and its affiliates,
         and  retirement  plans  established  by them or the prior  investment
         advisor of the Fund for their employees,
|_|   registered  management  investment  companies  or  separate  accounts of
         insurance  companies  that had an  agreement  with the  Fund's  prior
         investment advisor or distributor for that purpose,
|_|   dealers or brokers that have a sales agreement with the Distributor,  if
         they purchase  shares for their own accounts or for retirement  plans
         for their employees,
|_|   employees and registered  representatives (and their spouses) of dealers
         or  brokers   described  in  the   preceding   section  or  financial
         institutions  that have  entered into sales  arrangements  with those
         dealers  or  brokers  (and  whose  identity  is  made  known  to  the
         Distributor)  or with  the  Distributor,  but  only if the  purchaser
         certifies  to the  Distributor  at the  time  of  purchase  that  the
         purchaser meets these qualifications,
|_|   dealers,  brokers,  or registered  investment  advisors that had entered
         into an agreement with the  Distributor  or the prior  distributor of
         the Fund specifically  providing for the use of Class M shares of the
         Fund  in  specific   investment  products  made  available  to  their
         clients, and
|_|   dealers,  brokers or  registered  investment  advisors  that had entered
         into an agreement with the  Distributor  or prior  distributor of the
         Fund's  shares  to  sell  shares  to  defined  contribution  employee
         retirement plans for which the dealer,  broker, or investment advisor
         provides administrative service.

<PAGE>


Oppenheimer Trinity Value FundSM

Internet Web Site:
      www.oppenheimerfunds.com

Investment Advisor
      OppenheimerFunds, Inc.
      Two World Trade Center
      New York, New York 10048-0203

Sub-Advisor
      Trinity Investment Management Corporation
      301 North Spring Street
      Bellefonte, Pennsylvania 16823

Distributor
      OppenheimerFunds Distributor, Inc.
      Two World Trade Center
      New York, New York 10048-0203

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

Custodian Bank
      The Bank of New York
      One Wall Street
      New York, New York 10015

Independent Auditors
      KPMG LLP
      707 Seventeenth Street
      Denver, Colorado 80202

Legal Counsel
      Mayer, Brown & Platt
      1675 Broadway
      New York, New York 10019

890


PX0381.1100
<PAGE>


--------

1 No concession will be paid 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.

2 Ms. Macaskill and Mr. Griffiths are not Directors of Oppenheimer Money
Market Fund, Inc. Mr. Griffiths is not a Trustee of Oppenheimer Discovery
Fund.
3. 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.
4 However, that commission 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.
5 This provision does not apply to IRAs.
6 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.
7 This provision does not apply to IRAs.
8 This provision does not apply to loans from 403(b)(7) custodial plans.
9 This provision does not apply to 403(b)(7) custodial plans if the
participant is less than age 55, nor to IRAs.


<PAGE>


                        OPPENHEIMER TRINITY VALUE FUND

                                  FORM N-1A

                                    PART C

                              OTHER INFORMATION

Item 23.  Exhibits

(a)   Declaration of Trust dated May 6, 1999: Filed with initial  registration
statement, 6/1/99, and incorporated herein by reference.

(b)   By-Laws:  Filed Filed with Registrant's  Pre-Effective  Amendment No. 2,
      8/25/99, and incorporated herein by reference.

(c)   (i)  Specimen   Class   A  Share   Certificate:   Filed   with   initial
registration statement, 6/1/99, and incorporated herein by reference.
      (ii) Specimen   Class   B  Share   Certificate:   Filed   with   initial
registration statement, 6/1/99, and incorporated herein by reference.
      (iii)    Specimen  Class  C  Share   Certificate:   Filed  with  initial
registration statement, 6/1/99, and incorporated herein by reference.

      (iv) Specimen Class N Share Certificate: Filed herewith.
      (v)  Specimen   Class   Y  Share   Certificate:   Filed   with   initial

registration statement, 6/1/99, and incorporated herein by reference.

(d)   (i)  Investment  Advisory  Agreement  dated  August 16,  1999:  Filed
      with  Registrant's   Pre-Effective   Amendment  No  2,  8/25/99,  and
      incorporated herein by reference.

      (ii) Sub-Advisory    Agreement    August   16,   1999:   Filed   with
      Registrant's  Pre-Effective Amendment No 2, 8/25/99, and incorporated
      herein by reference.

(e)   (i)  General  Distributor's  Agreement  dated August 16, 1999:  Filed
      with  Registrant's   Pre-Effective   Amendment  No  2,  8/25/99,  and
      incorporated herein by reference.

         (ii)     Form of Dealer  Agreement of  OppenheimerFunds  Distributor,
            Inc.:  Filed  with  Registrant's  Pre-Effective  Amendment  No. 2,
            8/25/99, and incorporated herein by reference.

         (iii)    Form   of   OppenheimerFunds    Distributor,   Inc.   Broker
            Agreement:  Filed with Registrant's Pre-Effective Amendment No. 2,
            8/25/99, and incorporated herein by reference.

         (iv)     Form   of   OppenheimerFunds    Distributor,   Inc.   Agency
            Agreement:  Filed with  Registrant's  Pre-Effective  Amendment No.
            2, 8/25/99, and incorporated herein by reference.

(f)   Form    of    Deferred     Compensation    Plans    for    Disinterested
Trustees/Directors:

      (i) Retirement Plan for Non-Interested  Trustees or Directors dated June
         7, 1990:  Previously  filed with  Post-Effective  Amendment No. 97 to
         the  Registration  Statement of Oppenheimer  Fund (File No. 2-14586),
         8/30/90,  refiled with Post-Effective Amendment No. 45 of Oppenheimer
         Growth  Fund (Reg.  No.  2-45272),  8/22/94,  pursuant to Item 102 of
         Regulation S-T, and incorporated herein by reference.

      (ii)   Form   of   Deferred    Compensation   Plan   for   Disinterested
         Trustees/Directors:  Filed with  Post-Effective  Amendment  No. 26 to
         the  Registration  Statement of Oppenheimer  Gold & Special  Minerals
         Fund (Reg. No. 2-82590), 10/28/98, and incorporated by reference.


(g)   Custody  Agreement  dated  August 15, 1999:  Filed with  Registrant's
      Pre-Effective  Amendment No 2, 8/25/99,  and  incorporated  herein by
      reference.


(h)   Not applicable.


(i)   Opinion   and   Consent  of  Counsel   dated   8/19/99:   Filed  with
      Registrant's  Pre-Effective Amendment No 2, 8/25/99, and incorporated
      herein by reference.


(j)   Independent Auditors Consent:  Filed with Registrant's  Pre-Effective
      Amendment No 2, 8/25/99, and incorporated herein by reference.

(k)   Not applicable.


(l)   Investment  Letter  dated  8/11/99  from  OppenheimerFunds,  Inc.  to
      Registrant:  Filed with  Registrant's  Pre-Effective  Amendment No 2,
      8/25/99, and incorporated herein by reference.


(m)   (i)  Service Plan and  Agreement  for Class A shares dated August 16,
      1999:  Filed  with   Registrant's   Pre-Effective   Amendment  No  2,
      8/25/99, and incorporated herein by reference.

      (ii) Distribution  and Service Plan and  Agreement for Class B shares
      dated  August  16,  1999:  Filed  with   Registrant's   Pre-Effective
      Amendment No 2, 8/25/99, and incorporated herein by reference.

         (iii)    Distribution  and  Service  Plan and  Agreement  for Class C
            shares   dated   August  16,   1999:   Filed   with   Registrant's
            Pre-Effective  Amendment No. 2, 8/25/99,  and incorporated  herein
            by reference.


         (iv)     Distribution  and  Service  Plan and  Agreement  for Class N
            shares: Filed herewith.

(n)   Oppenheimer  Funds Multiple Class Plan under Rule 18f-3 updated  through
      8/22/00:  Previously filed with  Post-Effective  Amendment No. 62 to the
      Registration  Statement of Oppenheimer Money Market Fund, Inc. (Reg. No.
      2-49887), 11/22/00, and incorporated herein by reference.


(o)   Powers of Attorney for all  Trustees/Directors  and Officers  (including
      Certified  Board  Resolutions):   Previously  filed  with  Pre-Effective
      Amendment No. 1 to the  Registration  Statement of Oppenheimer  Emerging
      Growth Fund (Reg. No. 333-44176),  10/5/00,  and incorporated  herein by
      reference.

(p)   Amended  and  Restated  Code of Ethics of the  Oppenheimer  Funds  dated
      March 1, 2000 under Rule 17j-1 of the  Investment  Company  Act of 1940:
      Previously filed with the Initial Registration  Statement of Oppenheimer
      Emerging Growth Fund (Reg. No.  333-44176),  8/21/00,  and  incorporated
      herein by reference.

Item 24. - Persons Controlled by or Under Common Control with the Fund

None.

Item 25. - Indemnification

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and Restated  Declaration of Trust filed as Exhibit 23(a) to this Registration
Statement, and incorporated herein by reference.

Insofar as  indemnification  for liabilities  arising under the Securities Act
of 1933 may be  permitted to trustees,  officers  and  controlling  persons of
Registrant pursuant to the foregoing  provisions or otherwise,  Registrant has
been advised  that in the opinion of the  Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Securities
Act of 1933 and is,  therefore,  unenforceable.  In the event that a claim for
indemnification   against  such   liabilities   (other  than  the  payment  by
Registrant of expenses  incurred or paid by a trustee,  officer or controlling
person  of  Registrant  in the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person,
Registrant  will,  unless in the  opinion of its  counsel  the matter has been
settled  by   controlling   precedent,   submit  to  a  court  of  appropriate
jurisdiction  the  question  whether  such  indemnification  by it is  against
public policy as expressed in the  Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 26. - Business and Other Connections of the Investment Adviser

(a)   OppenheimerFunds,  Inc. is the investment adviser of the Registrant;  it
and certain  subsidiaries  and  affiliates  act in the same  capacity to other
investment companies,  including without limitation those described in Parts A
and B hereof and listed in Item 26(b) below.

(b)   There  is  set  forth  below  information  as  to  any  other  business,
profession,  vocation  or  employment  of a  substantial  nature in which each
officer and director of  OppenheimerFunds,  Inc. is, or at any time during the
past two fiscal  years has been,  engaged  for  his/her  own account or in the
capacity of director, officer, employee, partner or trustee.

Name and Current Position     Other Business and Connections
with OppenheimerFunds, Inc.         During the Past Two Years

Amy Adamshick,

Vice President                      Scudder  Kemper  Investments  (July 1998 -
                                    May 2000)


Charles E. Albers,
Senior Vice President   An  officer  and/or  portfolio  manager  of certain
                                    Oppenheimer  funds  (since April 1998);
                                    a Chartered Financial Analyst.

Edward Amberger,
Assistant Vice President            None.

Janette Aprilante,
Assistant Vice President            None.

Victor Babin,
Senior Vice President               None.

Bruce L. Bartlett,
Senior Vice President               An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

George Batejan,
Executive Vice President/
Chief Information Officer           Formerly Senior Vice President  (until May
                                    1998).


Kevin Baum,
Assistant Vice President            None.


Connie Bechtolt,
Assistant Vice President            None.

Kathleen Beichert,
Vice President                      None.

Rajeev Bhaman,
Vice President                      None.

Mark Binning
Assistant Vice President            None.

Robert J. Bishop,
Vice President                      Vice  President of Mutual Fund  Accounting
                                    (since  May  1996);  an  officer  of other
                                    Oppenheimer funds.

John R. Blomfield,
Vice President                      None.

Chad Boll,
Assistant Vice President            None

Scott Brooks,
Vice President                      None.

Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division       Formerly,   Assistant  Vice  President  of
                                    Rochester Fund Services, Inc.

Michael A. Carbuto,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain  Oppenheimer funds; Vice President
                                    of     Centennial     Asset     Management
                                    Corporation.

John Cardillo,
Assistant Vice President            None.

Elisa Chrysanthis
Assistant Vice President            None.

H.C. Digby Clements,
Vice President: Rochester Division  None.

O. Leonard Darling,
Vice Chairman, Executive Vice
President and Chief Investment
Officer and Director                Chairman  of  the  Board  and  a  director
                                    (since  June  1999)  and  Senior  Managing
                                    Director    (since   December   1998)   of
                                    HarbourView Asset Management  Corporation;
                                    a  director  (since  March  2000)  of  OFI
                                    Private Investments,  Inc.; Trustee (1993)
                                    of  Awhtolia  College -  Greece;  formerly
                                    Chief  Executive  Officer  of  HarbourView
                                    Asset  Management   Corporation  (December
                                    1998 - June 1999).

John Davis
Assistant Vice President            EAB Financial (April 1998-February 1999).

Robert A. Densen,
Senior Vice President               None.

Ruggero de'Rossi
Vice President                      Formerly,  Chief Strategist at ING Barings
(July
                                    1998 - March 2000).

Sheri Devereux,
Vice President          None.

Max Dietshe
Vice President                      Deloitte & Touche LLP (1989-1999).

Craig P. Dinsell
Executive Vice President            None.

John Doney,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Andrew J. Donohue,
Executive Vice President,
General Counsel and Director        Executive Vice President  (since September
                                    1993) and a director  (since January 1992)
                                    of   the   Distributor;   Executive   Vice
                                    President,    General    Counsel    (since
                                    September  1995)  and  a  director  (since
                                    August   1994)   of   HarbourView    Asset
                                    Management    Corporation,     Shareholder
                                    Services,   Inc.,   Shareholder  Financial
                                    Services,     Inc.     and     Oppenheimer
                                    Partnership   Holdings,   Inc.,   of   OFI
                                    Private  Investments,  Inc.  (since  March
                                    2000),  and of PIMCO Trust Company  (since
                                    May 2000);  President  and a  director  of
                                    Centennial  Asset  Management  Corporation
                                    (since  September 1995) and of Oppenheimer
                                    Real Asset  Management,  Inc.  (since July
                                    1996);   Vice  President  and  a  director
                                    (since       September       1997)      of
                                    OppenheimerFunds  International  Ltd.  and
                                    Oppenheimer   Millennium   Funds   plc;  a
                                    director    (since    April    2000)    of
                                    OppenheimerFunds    Legacy   Program,    a
                                    charitable  trust program  established  by
                                    the Manager;  General  Counsel  (since May
                                    1996) and Secretary  (since April 1997) of
                                    Oppenheimer  Acquisition Corp.; an officer
                                    of other Oppenheimer funds.

Bruce Dunbar,
Vice President                      None.


John Eiler
Vice President                      None.


Daniel Engstrom,
Assistant Vice President            None.

Armond Erpf
Assistant Vice President            None.

George Evans,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Edward N. Everett,
Assistant Vice President            None.

George Fahey,
Vice President                      None.

Leslie A. Falconio,
Vice President          An officer and/or portfolio manager of certain
                                    Oppenheimer funds (since 6/99).

Scott Farrar,
Vice President                      Assistant    Treasurer   of    Oppenheimer
                                    Millennium   Funds  plc   (since   October
                                    1997);  an  officer  of other  Oppenheimer
                                    funds.

Katherine P. Feld,
Vice President, Senior Counsel
and Secretary                       Vice   President   and  Secretary  of  the
                                    Distributor;  Secretary  and  Director  of
                                    Centennial Asset  Management  Corporation;
                                    Vice    President    and    Secretary   of
                                    Oppenheimer Real Asset  Management,  Inc.;
                                    Secretary of HarbourView  Asset Management
                                    Corporation,    Oppenheimer    Partnership
                                    Holdings,   Inc.,   Shareholder  Financial
                                    Services,  Inc. and Shareholder  Services,
                                    Inc.

Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division                  An  officer,   Director  and/or  portfolio
                                    manager  of  certain   Oppenheimer  funds;
                                    presently  he holds  the  following  other
                                    positions:  Director  (since  1995) of ICI
                                    Mutual Insurance Company;  Governor (since
                                    1994)  of  St.  John's  College;  Director
                                    (since  1994 - present)  of  International
                                    Museum of  Photography  at George  Eastman
                                    House.

David Foxhoven,
Assistant Vice President            Formerly   Manager,   Banking   Operations
                                    Department (July 1996 - November 1998).

Colleen Franca,
Assistant Vice President            None.

Crystal French
Vice President                      None.

Dan Gangemi,
Vice President                      None.

Subrata Ghose
Assistant Vice President            Formerly,   Equity   Analyst  at  Fidelity
                                    Investments (1995 - March 2000).

Charles Gilbert,
Assistant Vice President            None.

Alan Gilston,
Vice President                      None.

Jill Glazerman,
Vice President                      None.

Paul Goldenberg,
Vice President                      Formerly,   President   of   Advantageware
                                    (September 1992 - September 1999).

Mikhail Goldverg
Assistant Vice President            None.

Laura Granger,

Vice President                      Formerly,   Portfolio  Manager  at  Fortis
                                    Advisors (July 1998-October 2000).


Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director                            Chief  Financial  Officer,  Treasurer  and
                                    director   of   Oppenheimer    Acquisition
                                    Corp.;   Executive   Vice   President   of
                                    HarbourView Asset Management  Corporation;
                                    President.  Chief  Executive  Officer  and
                                    director of PIMCO Trust Company;  director
                                    of   OppenheimerFunds,    Legacy   Program
                                    (charitable    trust    program);     Vice
                                    President  of  OFI  Private   Investments,
                                    Inc.  and  a  Member  and  Fellow  of  the
                                    Institute of Chartered Accountants.

Robert Grill,
Senior Vice President               None.

Robert Guy,
Senior Vice President               None.

Robert Haley,
Assistant Vice President            None.

Kelly Haney,

Assistant Vice President            None.


Thomas B. Hayes,
Vice President                      None.


Dennis Hess,
Assistant Vice President            None.


Dorothy Hirshman,
Assistant Vice President            None

Merryl Hoffman,
Vice President and
Senior Counsel                      None

Merrell Hora,
Assistant Vice President            None.

Scott T. Huebl,
Vice President                      None.

Margaret Hui
Assistant Vice President            Formerly Vice President - Syndications  of
                                    Sanwa  Bank  California  (January  1998  -
                                    September 1999).

James Hyland,
Assistant Vice President            Formerly Manager of Customer  Research for
                                    Prudential  Investments  (February  1998 -
                                    July 1999).

David Hyun,
Vice President                      Formerly  portfolio  manager,   technology
                                    analyst  and  research  associate  at Fred
                                    Alger  Management,  Inc.  (August  1993  -
                                    June 2000).

Steve Ilnitzki,
Senior Vice President               Formerly   Vice   President   of   Product
                                    Management  at  Ameritrade   (until  March
                                    2000).

Kathleen T. Ives,
Vice President                      None.

William Jaume,
Vice President                      Senior Vice  President  (since April 2000)
                                    of    HarbourView     Asset     Management
                                    Corporation.

Frank Jennings,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Andrew Jordan,
Assistant Vice President            None.

                               Deborah Kaback,
Vice President and
Senior Counsel                      Senior Vice President and Deputy General
                                    Counsel of Oppenheimer Capital (April
                                    1989-November 1999).

Lewis Kamman
Vice President                      Senior   Consultant   for  Bell   Atlantic
                                    Network     Integration,     Inc.    (June
                                    1997-December 1998).

Jennifer Kane
Assistant Vice President            None.

Lynn Oberist Keeshan
Senior Vice President               Formerly    (until    March   1999)   Vice
                                    President,    Business   Development   and
                                    Treasury at Liz Claiborne, Inc.

Thomas W. Keffer,
Senior Vice President               None.

Erica Klein,
Assistant Vice President            None.

Walter Konops,
Assistant Vice President            None.

Avram Kornberg,
Senior Vice President               None.

Jimmy Kourkoulakos,
Assistant Vice President.           None.

John Kowalik,
Senior Vice President               An officer  and/or  portfolio  manager for
                                    certain OppenheimerFunds.

Joseph Krist,
Assistant Vice President            None.

Christopher Leavy
Senior Vice President               Vice  President and  Portfolio  Manager at
                                    Morgan   Stanley   Investment   Management
                                    (1997-September  2000) and an Analyst  and
                                    Portfolio   Manager   at   Crestar   Asset
                                    Management (1995-1997).

Michael Levine,
Vice President                      None.

Shanquan Li,
Vice President                      None.

Mitchell J. Lindauer,
Vice President and Assistant
General Counsel                     None.

Malissa Lischin
Assistant Vice President            Formerly  Associate  Manager,   Investment
                                    Management  Analyst at Prudential  (1996 -
                                    March 2000).

David Mabry,
Vice President                      None.

Bridget Macaskill,
Chairman, Chief Executive Officer
and Director                        President,  Chief Executive  Officer and a
                                    director   (since   March   2000)  of  OFI
                                    Private  Investments,  Inc., an investment
                                    adviser   subsidiary   of   the   Manager;
                                    Chairman  and a  director  of  Shareholder
                                    Services,  Inc.  (since  August  1994) and
                                    Shareholder   Financial   Services,   Inc.
                                    (since  September  1995),  transfer  agent
                                    subsidiaries  of  the  Manager;  President
                                    (since  September  1995)  and  a  director
                                    (since   October   1990)  of   Oppenheimer
                                    Acquisition  Corp.,  the Manager's  parent
                                    holding    company;    President    (since
                                    September  1995)  and  a  director  (since
                                    November 1989) of Oppenheimer  Partnership
                                    Holdings,    Inc.,   a   holding   company
                                    subsidiary  of the Manager;  President and
                                    a  director   (since   October   1997)  of
                                    OppenheimerFunds  International  Ltd.,  an
                                    offshore  fund  management  subsidiary  of
                                    the Manager and of Oppenheimer  Millennium
                                    Funds  plc;  a  director  of   HarbourView
                                    Asset Management  Corporation  (since July
                                    1991)  and  of   Oppenheimer   Real  Asset
                                    Management,   Inc.   (since   July  1996),
                                    investment  adviser  subsidiaries  of  the
                                    Manager;  a director (since April 2000) of
                                    OppenheimerFunds    Legacy   Program,    a
                                    charitable  trust program  established  by
                                    the  Manager;  a  director  of  Prudential
                                    Corporation plc (a U.K.  financial service
                                    company);   President  and  a  trustee  of
                                    other    Oppenheimer    funds;    formerly
                                    President  of  the  Manager  (June  1991 -
                                    August 2000).

Steve Macchia,
Vice President                      None.

Marianne Manzolillo,
Assistant Vice President            Formerly,  Vice  President  for  DLJ  High
                                    Yield Research  Department  (February 1993
                                    - July 2000).


Luann Mascia,
Vice President                      None.


Philip T. Masterson,
Vice President                      None.

Loretta McCarthy,
Executive Vice President            None.

Lisa Migan,
Assistant Vice President            None.

Andrew J. Mika
Senior Vice President               Formerly  a  Second  Vice   President  for
                                    Guardian  Investments (June 1990 - October
                                    1999).

Joy Milan
Assistant Vice President            None.

Denis R. Molleur,
Vice President and
Senior Counsel                      None.

Nikolaos Monoyios,
Vice President                      A Vice President and/or portfolio  manager
                                    of certain Oppenheimer funds.

John Murphy,
President, Chief Operating
Officer and Director                President  of   MassMutual   Institutional
                                    Funds  and  the  MML  Series  Funds  until
                                    September 2000.

Kenneth Nadler,
Vice President                      None.

David Negri,
Senior Vice President               An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Barbara Niederbrach,
Assistant Vice President            None.

Robert A. Nowaczyk,
Vice President                      None.

Ray Olson,
Assistant Vice President            None.

Gina M. Palmieri,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain   Oppenheimer  funds  (since  June
                                    1999).

Frank Pavlak,
Vice President                      Formerly.   Branch  Chief  of   Investment
                                    Company  Examinations  at U.S.  Securities
                                    and Exchange  Commission  (January  1981 -
                                    December 1998).

James Phillips
Assistant Vice President            None.

David Pellegrino
Vice President                      None.

Jane Putnam,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Michael Quinn,
Assistant Vice President            None.


Heather Rabinowitz,
Assistant Vice President            None.


Julie Radtke,
Vice President                      None.

Thomas Reedy,
Vice President                      Vice  President   (since  April  1999)  of
                                    HarbourView Asset Management  Corporation;
                                    an  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

John Reinhardt,
Vice President: Rochester Division  None

David Robertson,
Senior Vice President               Formerly,  Director of Sales and Marketing
                                    for  Schroder  Investment   Management  of
                                    North America (March 1998 - March 2000).

Jeffrey Rosen,
Vice President                      None.

Marci Rossell,
Vice President and                  Corporate Economist     Economist     with
                                    Federal  Reserve  Bank  of  Dallas  (April
                                    1996 - March 1999).

Richard H. Rubinstein,
Senior Vice President               An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Lawrence Rudnick,
Assistant Vice President            None.

James Ruff,
Executive Vice President            President     and    director    of    the
                                    Distributor;  Vice President  (since March
                                    2000) of OFI Private Investments, Inc.

Andrew Ruotolo
Executive Vice President            President  and  director  of   Shareholder
                                    Services,  Inc.; formerly Chief Operations
                                    Officer for American  International  Group
                                    (August 1997-September 1999).

Rohit Sah,
Assistant Vice President            None.

Valerie Sanders,
Vice President                      None.

Kenneth Schlupp
Assistant Vice President            Assistant  Vice  President   (since  March
                                    2000) of OFI Private Investments, Inc.

Jeff Schneider,
Vice President                      Formerly   (until   May  1999)   Director,
                                    Personal Decisions International.

Ellen Schoenfeld,
Vice President                      None.


Brooke Schulte,
Assistant Vice President            None.


Allan Sedmak
Assistant Vice President            None.

Jennifer Sexton,
Vice President          None.

Martha Shapiro,
Assistant Vice President            None.

Connie Song,
Assistant Vice President            None.

Richard Soper,
Vice President                      None.

Keith Spencer,
Vice President                      None.

Cathleen Stahl,

Vice President                      Assistant  Vice  President  &  Manager  of
                                    Women & Investing Program.


Richard A. Stein,
Vice President: Rochester Division  Assistant Vice  President  (since 1995) of
                                    Rochester Capitol Advisors, L.P.

Arthur Steinmetz,
Senior Vice President               An  officer  and/or  portfolio  manager of
                                    certain Oppenheimer funds.

Jayne Stevlingson,
Vice President                      None.

Gregg Stitt,
Assistant Vice President            None.

John Stoma,
Senior Vice President               None.

Deborah Sullivan,
Assistant Vice President,
Assistant Counsel                   Formerly,   Associate   General   Counsel,
                                    Chief   Compliance   Officer,    Corporate
                                    Secretary and Vice  President of Winmill &
                                    Co.  Inc.  (formerly  Bull &  Bear  Group,
                                    Inc.), CEF Advisers,  Inc.  (formerly Bull
                                    & Bear Advisers,  Inc.),  Investor Service
                                    Center,    Inc.   and   Midas   Management
                                    Corporation (November 1997 - March 2000).

Kevin Surrett,
Assistant Vice President            Assistant   Vice   President   of  Product
Development
                                    At  Evergreen  Investor   Services,   Inc.
(June 1995 -
                                    May 1999).


Michael Sussman,
Assistant Vice President            None.


James C. Swain,
Vice Chairman of the Board          Chairman,  CEO and  Trustee,  Director  or
                                    Managing   Partner  of  the   Denver-based
                                    Oppenheimer  Funds;  formerly,   President
                                    and   Director   of    Centennial    Asset
                                    Management  Corporation  and  Chairman  of
                                    the Board of Shareholder Services, Inc.

Susan Switzer,
Assistant Vice President            None.

Anthony A. Tanner,
Vice President: Rochester Division  None.


James Taylor,
Assistant Vice President            None.


Paul Temple,
Vice President                      Formerly  (until  May  2000)  Director  of
                                    Product Development at Prudential.

Angela Uttaro,
Assistant Vice President            None.

Mark Vandehey,
Vice President                      None.

Maureen VanNorstrand,
Assistant Vice President            None.

Annette Von Brandis,
Assistant Vice President            None.

Phillip Vottiero,
Vice President                      Chief  Financial  officer  for the Sovlink
                                    Group (April 1996 - June 1999).

Teresa Ward,
Vice President                      None.

Jerry Webman,
Senior Vice President               Senior  Investment  Officer,  Director  of
                                    Fixed Income.

Barry Weiss,

Assistant Vice President            Fitch IBCA (1996 - January 2000).


Christine Wells,
Vice President                      None.

Joseph Welsh,
Assistant Vice President            None.

Catherine White,
Assistant Vice President            Formerly,  Assistant  Vice  President with
                                    Gruntal  &  Co.  LLC  (September   1998  -
                                    October  2000);  member  of  the  American
                                    Society of Pension  Actuaries (ASPA) since
                                    1995.

William L. Wilby,
Senior Vice President               Senior  Investment  Officer,  Director  of
                                    International   Equities;    Senior   Vice
                                    President of HarbourView  Asset Management
                                    Corporation.

Donna Winn,
Senior Vice President               Vice  President  (since March 2000) of OFI
                                    Private Investments, Inc.


Philip Witkower,
Senior Vice President   Formerly Vice  President of Prudential  Investments
                                    (1993 - November 2000)


Brian W. Wixted,
Senior Vice President and
Treasurer               Treasurer  (since March 1999) of HarbourView  Asset
                                    Management   Corporation,   Shareholder
                                    Services,    Inc.,   Oppenheimer   Real
                                    Asset      Management      Corporation,
                                    Shareholder  Financial  Services,  Inc.
                                    and Oppenheimer  Partnership  Holdings,
                                    Inc.,   of  OFI  Private   Investments,
                                    Inc.   (since   March   2000)   and  of
                                    OppenheimerFunds   International   Ltd.
                                    and  Oppenheimer  Millennium  Funds plc
                                    (since May 2000);  Treasurer  and Chief
                                    Financial  Officer  (since May 2000) of
                                    PIMCO    Trust    Company;    Assistant
                                    Treasurer   (since   March   1999)   of
                                    Oppenheimer  Acquisition  Corp.  and of
                                    Centennial       Asset       Management
                                    Corporation;   an   officer   of  other
                                    Oppenheimer  funds;  formerly Principal
                                    and Chief  Operating  Officer,  Bankers
                                    Trust  Company - Mutual  Fund  Services
                                    Division (March 1995 - March 1999).

Carol Wolf,
Senior Vice President   An  officer  and/or  portfolio  manager  of certain
                                    Oppenheimer   funds;   serves   on  the
                                    Board  of  Chinese  Children   Adoption
                                    International      Parents     Council,
                                    Supporters   of   Children,   and   the
                                    Advisory  Board  of  Denver  Children's
                                    Hospital Oncology Department.

Kurt Wolfgruber
Senior Vice President               Senior  Investment  Officer,  Director  of
                                    Domestic    Equities;    member   of   the
                                    Investment  Product  Review  Committee and
                                    the  Executive  Committee  of  HarbourView
                                    Asset  Management  Corporation;   formerly
                                    (until  April  2000) a  Managing  Director
                                    and  Portfolio   Manager  at  J.P.  Morgan
                                    Investment Management, Inc.

Caleb Wong,
Vice President                      An  officer  and/or  portfolio  manager of
                                    certain   Oppenheimer  funds  (since  June
                                    1999) .

Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel                     Assistant    Secretary   of    Shareholder
                                    Services,    Inc.    (since   May   1985),
                                    Shareholder   Financial   Services,   Inc.
                                    (since  November  1989),  OppenheimerFunds
                                    International    Ltd.   and    Oppenheimer
                                    Millennium   Funds  plc   (since   October
                                    1997);  an  officer  of other  Oppenheimer
                                    funds.

Jill Zachman,
Assistant Vice President:
Rochester Division                  None.

Neal Zamore,
Vice President                      Director  e-Commerce;  formerly (until May
                                    2000) Vice President at GE Capital.

Mark Zavanelli,
Assistant Vice President            None.

Arthur J. Zimmer,
Senior Vice President               Senior Vice  President  (since April 1999)
                                    of    HarbourView     Asset     Management
                                    Corporation;  Vice President of Centennial
                                    Asset Management  Corporation;  an officer
                                    and/or   portfolio   manager   of  certain
                                    Oppenheimer funds.

Susan Zimmerman,
Vice President                      None.

The  Oppenheimer  Funds  include the New  York-based  Oppenheimer  Funds,  the
Denver-based  Oppenheimer Funds and the Oppenheimer Quest /Rochester Funds, as
set forth below:

            New York-based Oppenheimer Funds

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

            Quest/Rochester Funds

            Limited Term New York Municipal Fund
            Oppenheimer Convertible Securities Fund
            Oppenheimer MidCap Fund
            Oppenheimer Quest Capital Value Fund, Inc.
            Oppenheimer Quest For Value Funds
            Oppenheimer Quest Global Value Fund, Inc.
            Oppenheimer Quest Value Fund, Inc.
            Rochester Fund Municipals

            Denver-based Oppenheimer Funds

            Centennial America Fund, L.P.
            Centennial California Tax Exempt Trust
                               Centennial Government Trust
            Centennial Money Market Trust
            Centennial New York Tax Exempt Trust
            Centennial Tax Exempt Trust
            Oppenheimer Cash Reserves
            Oppenheimer Champion Income Fund
            Oppenheimer Capital Income Fund
            Oppenheimer High Yield Fund
            Oppenheimer Integrity Funds
            Oppenheimer International Bond Fund
            Oppenheimer Limited-Term Government Fund
            Oppenheimer Main Street Opportunity Fund
            Oppenheimer Main Street Small Cap Fund
            Oppenheimer Main Street Funds, Inc.
            Oppenheimer Municipal Fund
            Oppenheimer Real Asset Fund
            Oppenheimer Senior Floating Rate Fund
            Oppenheimer Strategic Income Fund
            Oppenheimer Total Return Fund, Inc.
            Oppenheimer Variable Account Funds
            Panorama Series Fund, Inc.

The address of OppenheimerFunds,  Inc.,  OppenheimerFunds  Distributor,  Inc.,
HarbourView Asset Management Corp.,  Oppenheimer  Partnership Holdings,  Inc.,
Oppenheimer  Acquisition Corp. and OFI Private Investments,  Inc. is Two World
Trade Center, New York, New York 10048-0203.

The address of the New  York-based  Oppenheimer  Funds,  the Quest Funds,  the
Rochester-based  funds,  the  Denver-based   Oppenheimer  Funds,   Shareholder
Financial  Services,  Inc.,  Shareholder  Services,   Inc.,   OppenheimerFunds
Services,  Centennial Asset Management Corporation,  Centennial Capital Corp.,
and  Oppenheimer  Real  Asset  Management,  Inc.  is 6803  South  Tucson  Way,
Englewood, Colorado 80112.

Item 27. Principal Underwriter

(a)   OppenheimerFunds   Distributor,   Inc.   is  the   Distributor   of  the
Registrant's  shares.  It is  also  the  Distributor  of  each  of  the  other
registered open-end investment companies for which  OppenheimerFunds,  Inc. is
the  investment  adviser,  as described  in Part A and B of this  Registration
Statement  and listed in Item 26(b)  above  (except  Oppenheimer  Multi-Sector
Income Trust and Panorama Series Fund, Inc.) and for MassMutual  Institutional
Funds.

(b)   The directors  and officers of the  Registrant's  principal  underwriter
are:

Name & Principal                 Positions & Offices        Positions        &
Offices
Business Address                 with Underwriter           with Registrant

Jason Bach                       Vice President             None
31 Raquel Drive
Marietta, GA 30064

William Beardsley (2)            Vice President             None

Peter Beebe                      Vice President             None
876 Foxdale Avenue
Winnetka, IL  60093

Douglas S. Blankenship           Vice President             None
17011 Woodbank
Spring, TX  77379

Kevin Brosmith                   Senior Vice President      None.
856 West Fullerton
Chicago, IL  60614

Susan Burton(2)                  Vice President             None

Robert Coli                      Vice President             None
12 White Tail Lane
Bedminster, NJ 07921

William Coughlin                 Vice President             None
1730 N. Clark Street
#3203
Chicago, IL 60614

Jeff Damia(2)                    Vice President             None

Stephen Demetrovits(2)           Vice President             None

Christopher DeSimone             Vice President             None
5105 Aldrich Avenue South
Minneapolis, MN 55419

Michael Dickson                  Vice President             None
21 Trinity Avenue
Glastonburg, CT 06033

Joseph DiMauro                   Vice President             None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236

Steven Dombrowser                Vice President             None


Andrew John Donohue(2)           Executive Vice             Secretary
                                 President and Director


G. Patrick Dougherty (2)         Vice President             None

Cliff Dunteman                   Vice President             None
940 Wedgewood Drive
Crystal Lake, IL 60014

Wendy H. Ehrlich                 Vice President             None
4 Craig Street
Jericho, NY 11753

Kent Elwell                      Vice President             None
35 Crown Terrace
Yardley, PA  19067

George Fahey                     Vice President             None
9 Townview Ct.
Flemington, NJ 08822

Eric Fallon                      Vice President             None
10 Worth Circle
Newton, MA  02158

Katherine P. Feld(2)             Vice President and         None
                                 Corporate Secretary

Mark Ferro                       Vice President             None
43 Market Street
Breezy Point, NY 11697

Ronald H. Fielding(3)            Vice President             None

Brian Flahive                    Assistant Vice President   None

John ("J") Fortuna(2)            Vice President             None

Ronald R. Foster                 Senior Vice President      None
11339 Avant Lane
Cincinnati, OH 45249

Victoria Friece(1)               Assistant Vice President   None

Luiggino Galleto                 Vice President             None
10302 Riesling Court
Charlotte, NC 28277

Michelle Gans                    Vice President             None
18771 The Pines
Eden Prairie, MN 55347

L. Daniel Garrity                Vice President             None
27 Covington Road
Avondale Estates, GA 30002

Lucio Giliberti                  Vice President             None
6 Cyndi Court
Flemington, NJ 08822

Ralph Grant(2)                   Senior Vice President/     None
                                 National Sales Manager

Michael Guman                    Vice President             None
3913 Pleasent Avenue
Allentown, PA 18103

Tonya Hammet                     Assistant Vice President   None

Webb Heidinger                   Vice President             None
90 Gates Street
Portsmouth, NH 03801

Phillip Hemery                   Vice President             None
184 Park Avenue
Rochester, NY 14607

Edward Hrybenko (2)              Vice President             None

Brian Husch(2)                   Vice President             None

Richard L. Hymes(2)              Assistant Vice President   None

Byron Ingram(1)                  Assistant Vice President   None

Kathleen T. Ives(1)              Vice President             None

Eric K. Johnson                  Vice President             None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson                  Vice President             None
409 Sundowner Ridge Court
Wildwood, MO  63011

Elyse Jurman                     Vice President             None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL  33062

John Kavanaugh                   Vice President             None
2 Cervantes Blvd., Apt. #301
San Francisco, CA 94123

Brian G. Kelly                   Vice President             None
60 Larkspur Road
Fairfield, CT  06430

Michael Keogh(2)                 Vice President             None

Lisa Klassen(1)                  Assistant Vice President   None

Richard Klein                    Senior Vice President      None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Brent Krantz                     Vice President             None
2609 SW 149th Place
Seattle, WA 98166

Oren Lane                        Vice President             None
5286 Timber Bend Drive
Brighton, MI  48116

Dawn Lind                        Vice President             None
21 Meadow Lane
Rockville Centre, NY 11570

James Loehle                     Vice President             None
30 Wesley Hill Lane
Warwick, NY 10990

John Lynch (2)                   Vice President             None

Michael Magee(2)                 Vice President             None

Steve Manns                      Vice President             None
1941 W. Wolfram Street
Chicago, IL  60657

Todd Marion                      Vice President             None
3 St. Marks Place
Cold Spring Harbor, NY 11724

LuAnn Mascia(2)                  Assistant Vice President   None

Theresa-Marie Maynier            Vice President             None
2421 Charlotte Drive
Charlotte, NC  28203

Anthony Mazzariello              Vice President             None
704 Beaver Road
Leetsdale, PA 15056

John McDonough                   Vice President             None
3812 Leland Street
Chevy Chase, MD  20815

Kent McGowan                     Vice President             None
18424 12th Avenue West
Lynnwood, WA 98037

Laura Mulhall(2)                 Senior Vice President      None

Charles Murray                   Vice President             None
18 Spring Lake Drive
Far Hills, NJ 07931

Wendy Murray                     Vice President             None
32 Carolin Road
Upper Montclair, NJ 07043

Denise-Marie Nakamura            Vice President             None
4111 Colony Plaza
Newport Beach, CA 92660

John Nesnay                      Vice President             None
9511 S. Hackberry Street
Highlands Ranch, CO 80126

Kevin Neznek(2)                  Vice President             None

Chad V. Noel                     Vice President             None
                            2408 Eagleridge Drive
Henderson, NV  89014

Raymond Olson(1)                 Assistant Vice President   None
                                 & Treasurer

Alan Panzer                      Assistant Vice President   None
925 Canterbury Road, Apt. #848
Atlanta, GA 30324

Kevin Parchinski                 Vice President             None
8409 West 116th Terrace
Overland Park, KS 66210

Gayle Pereira                    Vice President             None
2707 Via Arboleda
San Clemente, CA 92672

Brian Perkes                     Vice President             None
8734 Shady Shore Drive
Frisco, TX 75034

Charles K. Pettit                Vice President             None
22 Fall Meadow Drive
Pittsford, NY  14534

Bill Presutti(2)                 Vice President             None

Steve Puckett                    Vice President             None
5297 Soledad Mountain Road
San Diego, CA  92109

Elaine Puleo(2)                  Senior Vice President      None

Christopher Quinson              Vice President             None

Minnie Ra                        Vice President             None
                           100 Dolores Street, #203
Carmel, CA 93923

Dustin Raring                    Vice President             None
184 South Ulster
Denver, CO 80220

Michael Raso                     Vice President             None
16 N. Chatsworth Ave.
Apt. 301
Larchmont, NY  10538

Douglas Rentschler               Vice President             None
677 Middlesex Road
Grosse Pointe Park, MI 48230

Michelle Simone Richter(2)       Assistant Vice President   None

Ruxandra Risko(2)                Vice President             None

David Robertson(2)               Senior Vice President,     None
                                 Director of Variable
                                 Accounts

Kenneth Rosenson                 Vice President             None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265

James Ruff(2)                    President & Director       None

William Rylander (2)             Vice President             None

Alfredo Scalzo                   Vice President             None
9616 Lale Chase Island Way
Tampa, FL  33626

Michael Sciortino                Vice President             None
785 Beau Chene Drive
Mandeville, LA  70471

Eric Sharp                       Vice President             None
862 McNeill Circle
Woodland, CA  95695

Kristen Sims (2)                 Vice President             None

Douglas Smith                    Vice President             None
808 South 194th Street
Seattle,WA 98148

David Sturgis                    Vice President             None
81 Surrey Lane
Boxford, MA 01921

Brian Summe                      Vice President             None
239 N. Colony Drive
Edgewood, KY 41017

Michael Sussman(2)               Vice President             None

Andrew Sweeny                    Vice President             None
5967 Bayberry Drive
Cincinnati, OH 45242

George Sweeney                   Senior Vice President      None
5 Smokehouse Lane
Hummelstown, PA  17036

Scott McGregor Tatum             Vice President             None
704 Inwood
Southlake, TX  76092

Martin Telles(2)                 Senior Vice President      None

David G. Thomas                  Vice President             None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201

Tanya Valency (2)                Assistant Vice President   None

Mark Vandehey(1)                 Vice President             None

Brian Villec (2)                 Vice President             None

Andrea Walsh(1)                  Vice President             None

Suzanne Walters(1)               Assistant Vice President   None

Michael Weigner                  Vice President             None
5722 Harborside Drive
Tampa, FL 33615

Donn Weise                       Vice President             None
3249 Earlmar Drive
Los Angeles, CA  90064

Marjorie Williams                Vice President             None
6930 East Ranch Road
Cave Creek, AZ  85331

Philip Witkower                  Senior Vice President      None

Cary Wozniak                     Vice President             None
18808 Bravata Court
San Diego, CA 92128

Gregor Yuska(2)                  Vice President             None

(1)6803 South Tucson Way, Englewood, CO 80112
(2)Two World Trade Center, New York, NY 10048
(3)350 Linden Oaks, Rochester, NY 14623

(c)   Not applicable.

Item 28. Location of Accounts and Records

The  accounts,  books and other  documents  required  to be  maintained  by
Registrant  pursuant  to Section  31(a) of the  Investment  Company  Act of
1940  and  rules   promulgated   thereunder   are  in  the   possession  of
OppenheimerFunds,   Inc.  at  its   offices  at  6803  South   Tucson  Way,
Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.




<PAGE>


                                  SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 22nd day of December, 2000.


                              OPPENHEIMER TRINITY VALUE FUND

                              By:  /s/ Bridget A. Macaskill*
                              -------------------------------------
                              Bridget A. Macaskill, President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures                    Title                         Date

/s/ Leon Levy*                Chairman of the

----------------------------------                          Board of Trustees
December 22, 2000
Leon Levy

/s/ Donald W. Spiro*          Vice Chairman of the          December 22, 2000
----------------------------------                          Board and Trustee
Donald W. Spiro

/s/ Bridget A. Macaskill*     President and                 December 22, 2000
---------------------------------                           Chief Executive
Bridget A. Macaskill          Officer and Trustee

/s/ Brian W. Wixted*          Treasurer and Principal       December 22, 2000
---------------------------------                           Financial and
Brian W. Wixted               Accounting Officer

/s/ Robert G. Galli*          Trustee                       December 22, 2000

----------------------------------
Robert G. Galli


/s/ Phillip A. Griffiths      Trustee                       December 22, 2000

---------------------------------
Phillip A. Griffiths


/s/ Benjamin Lipstein*        Trustee                       December 22, 2000

---------------------------------
Benjamin Lipstein


/s/ Elizabeth B. Moynihan*    Trustee                       December 22, 2000

---------------------------------
Elizabeth B. Moynihan


/s/ Kenneth A. Randall*       Trustee                       December 22, 2000

---------------------------------
Kenneth A. Randall


/s/ Edward V. Regan*          Trustee                       December 22, 2000

---------------------------------
Edward V. Regan


/s/ Russell S. Reynolds, Jr.* Trustee                       December 22, 2000

---------------------------------
Russell S. Reynolds, Jr.


/s/ Clayton K. Yeutter*       Trustee                       December 22, 2000

---------------------------------
Clayton K. Yeutter

*By: /s/ Robert G. Zack

-----------------------------------------                         December

22, 2000
Robert G. Zack, Attorney-in-Fact





<PAGE>



                        OPPENHEIMER TRINITY VALUE FUND

                                EXHIBIT INDEX


Exhibit No.       Description


23(c)(iv)         Specimen Class N Share Certificate

23(j)             Independent Auditors' Consent

23(m)(iii)        Form Distribution and Service Plan and Agreement for Class
N shares




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