OPPENHEIMER SENIOR FLOATING RATE FUND, 497, 2000-12-01

OPPENHEIMER SENIOR FLOATING RATE FUND
497, 2000-12-01

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Oppenheimer
Senior Floating Rate Fund

Prospectus dated November 30, 2000

Oppenheimer Senior Floating Rate Fund seeks as high a level of current income
and preservation of capital as is consistent with investing primarily in senior
floating rate loans and other debt securities. The Fund seeks to achieve its
goal primarily by investing at least 80% of its total assets in collateralized
floating or adjustable rate senior loans that are made to U.S. and foreign
borrowers (these are referred to as "Senior Loans"). Under normal market
conditions the Fund can also invest up to 20% of its total assets in other
securities. The Fund is a non-diversified closed-end management investment
company that continuously offers its shares.

The Fund can invest up to 100% of its assets in Senior Loans and other debt
securities that are high risk securities rated below investment grade or in
unrated securities deemed to be below investment grade. These investments may be
considered speculative and have greater risks than investment grade securities,
including the possible loss of income and principal. Many of the Fund's
investments are illiquid. Please refer to "Main Risks of Investing in the Fund."

This Prospectus sets forth concisely the information about the Fund that a
prospective investor ought to know before investing. It also contains important
information about how to buy 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.

The Fund's Statement of Additional Information dated November 30, 2000, which
the Fund may amend from time to time, has been filed with the Securities and
Exchange Commission and is incorporated by reference into this Prospectus. The
Table of Contents of the Statement of Additional Information appears on page
____ of this Prospectus. For a free copy of the Statement of Additional
Information, call your investment representative or call the Fund's Distributor
at 1.800.525.7048 or write to the Distributor at the address on the back cover.

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.

The Fund has three classes of shares: Class A shares, Class B shares and Class C
shares. Please refer to "How to Buy Shares." As a business trust, the Fund is
authorized to issue an unlimited number of shares of each Class and to date has
registered 15,100,000 Class A shares, 26,000,000 Class B shares and 53,900,000
Class C shares, including shares registered with this Prospectus. Shares are
offered to the public at a price equal to the net asset value per share.

Class A shares may be purchased without any sales charge, but only by investment
advisers and financial planners for "wrap" accounts if they have a special
agreement with the Fund's Distributor, or by exchange of Class A shares of
certain other Oppenheimer funds. Class B and Class C shares are offered without
any initial sales charge, but those shares are subject to an annual service fee,
an annual asset-based distribution fee, and an Early Withdrawal Charge. Certain
waivers of the Early Withdrawal Charges may apply. As of November 16, 2000, the
Fund's net asset values per share were $9.93 for Class A, $9.94 for Class B, and
$9.94 for Class C. The price of the Fund's shares of each Class will fluctuate,
depending on the respective net asset values per share. The Distributor will pay
sales concessions to participating dealers from its own assets at the time of
sale.

The Fund intends to invest the net proceeds of the sale of its shares in
portfolio securities as soon as is practicable after receipt of the proceeds.
The proceeds of the offering of the 5 million Class A shares, 10 million Class B
shares and 20 million Class C shares registered by the Fund with this Prospectus
are estimated to be $350,000,000 subject to the expenses of the offering,
including the federal and state registration fees, estimated to be $251,290 to
date, subject to any reimbursement by OppenheimerFunds, Inc. (the "Manager").

No trading market currently exists for the Fund's shares. The Fund does not
currently anticipate that a secondary market will develop for its shares. As a
result, you should consider the Fund's shares to be an illiquid investment. This
means that you may not be able to readily sell your shares. See "Illiquidity of
the Fund's Shares" and "Periodic Repurchase Offers."

To provide shareholders with liquidity, the Fund will make quarterly Repurchase
Offers for a percentage (between 5% and 25%) of the Fund's shares at net asset
value each January, April, July and October. There is no guarantee that the Fund
will be able to repurchase all shares that are tendered in a Repurchase Offer.
See "Periodic Repurchase Offers."

The Fund has received an exemptive order from the SEC with respect to the Fund's
distribution fee arrangements, Early Withdrawal Charges and multi-class
structure. As a condition of that order, the Fund is required to comply with
certain regulations that would not otherwise apply to the Fund.

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.

<PAGE>

CONTENTS

A B O U T T H E F U ND

Fees and Expenses of the Fund A Brief Overview of the Fund Financial Highlights
Main Risks of Investing in the Fund Use of Proceeds of the Fund's Offering The
Fund and Its Investments Performance Information How the Fund Is Managed

ABOUT YOUR ACCOUNT

How to Buy Shares
Special Investor Services
AccountLink
PhoneLink
OppenheimerFunds
Internet Web Site
Retirement Plans
Periodic Repurchase Offers
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
Additional Information About the Fund
Table of Contents of the Statement of Additional Information
Appendix A - Ratings Definitions

<PAGE>

ABOUT THE FUND

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 values
per share. All shareholders therefore pay those expenses indirectly.
Shareholders pay other expenses directly, such as Early Withdrawal Charges and
account transaction charges. The following tables are provided to help you
understand the fees and expenses you may bear directly (shareholder transaction
expenses) or indirectly (annual expenses) if you buy and hold shares of the
Fund. The numbers below are based on the Fund's expenses during its fiscal year
ended July 31, 2000.

Shareholder Transaction Expenses
<TABLE>
<CAPTION>

Class A shares Class B shares Class C shares
<S> <C> <C> <C>
Sales Charge (Load) on purchases None 2 None None
(as % of offering price)1
-------------------------------------- --------------------- ------------------------- ----------------------------
-------------------------------------- --------------------- ------------------------- ----------------------------
Dividend Reinvestment Fees None None None
-------------------------------------- --------------------- ------------------------- ----------------------------
-------------------------------------- --------------------- ------------------------- ----------------------------

Early Withdrawal Charges (Load) (as
% of the lower of the original None 3 3% 4 1% 5
purchase price or repurchase price)

-------------------------------------- --------------------- ------------------------- ----------------------------
</TABLE>

1. If a securities dealer handles your purchase transaction, it may charge you a
fee.

2. Class A shares are not currently offered for direct purchase except by
exchange of Class A shares of certain other Oppenheimer funds and by purchase
through "wrap" programs of financial advisors that have special agreements with
the Distributor for that purpose.

3. An Early Withdrawal Charge may apply to repurchases of Class A shares that
were purchased by exchange of Class A shares of other Oppenheimer funds that
were still subject to the Class A contingent deferred sales charge of those
funds at the time of exchange. See "How to Buy Shares - Class A Early Withdrawal
Charge" for details.

4. The 3% Early Withdrawal Charge applies to shares repurchased in the first
year after you bought them. The Early Withdrawal Charge is 2.0% for shares
repurchased during the second year after purchase, 1.5% during the third and
fourth years, and 1% during the fifth year. There is no Early Withdrawal Charge
after the fifth anniversary of purchase. Class B shares automatically convert to
Class A shares 72 months after purchase. See "How to Buy Shares" for details.

5. The charge applies to shares repurchased within 12 months after you bought
them. See "How to Buy Shares" for details.

<PAGE>

Annual Expenses1
(as a % of average annual net assets attributable to shares)

<TABLE>
<CAPTION>
Class A shares Class B shares Class C shares
<S> <C> <C> <C>
-------------------------------------- --------------------- ------------------------ ---------------------------
-------------------------------------- --------------------- ------------------------ ---------------------------

Management Fees 2 0.74% 0.74% 0.74%

-------------------------------------- --------------------- ------------------------ ---------------------------
-------------------------------------- --------------------- ------------------------ ---------------------------
Distribution and/or Service Fees 3 0.25% 0.75% 0.75%
-------------------------------------- --------------------- ------------------------ ---------------------------
-------------------------------------- --------------------- ------------------------ ---------------------------

Other Expenses 4 0.27% 0.27% 0.28%

Total Annual Expenses 1.26% 1.76% 1.77%

-------------------------------------- --------------------- ------------------------ ---------------------------
</TABLE>

1. Expenses may be different in future fiscal years.

2. The management fee is based on a percentage of the Fund's average annual net
assets and is shown without giving effect to a voluntary reduction by the
Manager of 0.20% of the management fee annually, which may be withdrawn or
amended at any time. Additionally, the management fee in the table does not
reflect the Manager's voluntary waiver of its entire management fee from
September 8, 1999 to March 1, 2000, or the waiver of 0.50% of the management fee
from March 1, 2000, through March 31, 2000. After those waivers, the management
fee was 0.35% for each class of shares and the "Total Annual Expenses" were
0.87% for Class A, 1.37% for Class B and 1.38% for Class C.

3. Under the Fund's Distribution Plans, Class B shares and Class C shares pay an
annual distribution fee of 0.50% of average daily net assets (the Board of
Trustees can increase the fee to 0.75%). Class A shares are not subject to any
distribution fees. Each class of shares is subject to an annual service fee of
up to 0.25% of average annual net assets. Because the distribution fees may be
considered an asset-based sales charge, long-term shareholders of Class C may
pay more than the economic equivalent of the maximum front-end sales charges
permitted by the National Association of Securities Dealers, Inc.

4. "Other expenses" include transfer agent fees, custodial expenses, and
accounting and legal expenses the Fund pays.

<PAGE>

EXAMPLES. These examples are intended to help you understand the cost of
investing in the Fund. The examples assume that you invest $1,000 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 keep your shares. The second example
assumes that your shares are repurchased by the Fund at the end of those
periods. Both examples also assume that your investment has a 5% return each
year and that a class's operating expenses remain the same as the expenses in
the Annual Fund Operating Expense table above. Based on these assumptions your
expenses would be as follows:

<TABLE>
<CAPTION>
Assuming you do not tender
shares for repurchase by the 1 Year 3 Years 5 Years 10 Years 1
Fund:
<S> <C> <C> <C> <C>
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class A shares $13 $40 $69 $152

Class B shares $18 $55 $95 $182

Class C shares $18 $56 $96 $208

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

---------------------------------- --------------------- -------------------- ------------------- -------------------
</TABLE>

<TABLE>
<CAPTION>
Assuming you tender your shares
for repurchase by the Fund on
the last day of the period and 1 Year 3 Years 5 Years 10 Years 1
an Early Withdrawal Charge
applies:
<S> <C> <C> <C> <C>
---------------------------------- --------------------- -------------------- ------------------- -------------------
---------------------------------- --------------------- -------------------- ------------------- -------------------

Class A shares $13 $40 $69 $152

Class B shares $48 $70 $105 $182

Class C shares $28 $56 $96 $208

---------------------------------- --------------------- -------------------- ------------------- -------------------
</TABLE>

In the first example, the expenses of Class B and Class C do not include the
Early Withdrawal Charge. In the second example, expenses for Class B and Class C
include the applicable Early Withdrawal Charges.

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

The examples should not be considered a representation of future expenses, and
actual expenses may be greater or less than those shown.

A Brief Overview of the Fund

This section summarizes information that is discussed in more detail later in
this Prospectus. You should

carefully read the more detailed information. For a detailed discussion of risks
of investing in the Fund, please refer to "Main Risks of Investing in the Fund,"
on page ____.

What is the Fund? The Fund is a closed-end, management investment company,
organized as a Massachusetts business trust on June 2, 1999. The Fund is
non-diversified. That means that under the Investment Company Act of 1940, the
Fund is not limited in the amount of assets that it may invest in any single
issuer of securities. However, the Fund intends to diversify its assets to the
extent required under the Internal Revenue Code so that it can qualify as a
"regulated investment company" for tax purposes. See "Dividends, Capital Gains
and Taxes."

What is the Fund's Investment Objective? The Fund seeks as high a level of
current income and preservation of capital as is consistent with investing
primarily in senior floating rate loans and other debt securities.

What does the Fund Invest In? Under normal market conditions the Fund will
invest at least 80% of its total assets in collateralized floating (sometimes
referred to as "adjustable") rate senior loans made to U.S. and foreign
borrowers that are corporations, partnerships or other business entities (these
are referred to as "Senior Loans" in this Prospectus). These Senior Loans pay
interest at rates that float above (or are adjusted periodically based on) a
benchmark that reflects current interest rates, such as the prime rate offered
by one or more major U.S. banks (referred to as the "Prime Rate"), the
certificate of deposit ("CD") rate, or the London Inter-Bank Offered Rate
(referred to as "LIBOR").

The Fund can also invest up to 20% of its total assets in cash and
other securities, such as unsecured floating rate loans, secured or unsecured
fixed-rate loans, collateralized loan obligations, and investment-grade
short-term debt obligations, under normal market conditions. The Fund can use
derivative instruments, including options, futures contracts, asset-backed
securities, interest rate swaps and total return swaps, to hedge its portfolio.
The Fund can borrow money and use other techniques to manage its cash flow, to
finance repurchase offers, or to purchase assets, a technique referred to as
"leverage."

The Fund's investments in debt obligations, including Senior Loans,
must either be rated "B" or higher (at the time the Fund buys them) by a rating
organization such as Standard & Poor's or Moody's, or, if unrated, determined by
the Manager to be of comparable quality. See "Does The Fund Have Credit Quality
Standards for Senior Loans," below. Some of these investments are below
investment grade and involve high risk, as described in "Special Risks of
Lower-Grade Securities," below.

What are the Main Risks of Investing in the Fund? The Fund is subject to a
number of investment risks, described in "Main Risks of Investing in the Fund,"
below. In summary, the Fund's investments in debt securities are subject to
credit risks, including the risk that the borrower will not pay interest and
will not repay the principal amount of the obligation in a timely manner.
Although the Fund's investments in Senior Loans must be collateralized, the
Fund's other investments need not be collateralized. The risk of default is
greater in the case of the obligations below investment grade in which the Fund
can invest without limit. Many Senior Loans and many of the Fund's other
investments are illiquid, which may make it difficult for the Fund to dispose of
them at an acceptable price when it wants to or to value them.

There are other risks of investing in the Fund. The Fund is
non-diversified, which means that it can invest a greater amount of its assets
in one issuer's debt, and therefore it will be exposed to greater risks than
funds that diversify their investments over a wider range of issuers. The Fund's
investments, to some degree, may be subject to interest rate risk, the risk of
fluctuation in price from changes in prevailing interest rates, although
investments in floating rate loans are expected to be less affected by changes
in short-term interest rates than fixed-rate debt securities. The Fund can
borrow for investment leverage, which can subject it to greater expenses, and
greater volatility in its share prices, than funds that do not borrow..

Unlike an open-end mutual fund, the Fund does not offer to redeem its shares
daily. No market currently exists for the Fund's shares and the Fund does not
anticipate that a secondary market will develop for its shares. The Fund does
not intend to list its shares on any national securities exchange or arrange for
the quotation of the prices of its shares on any over-the-counter market. Even
though the Fund will make quarterly tender offers to repurchase a portion of its
shares to try to provide liquidity to shareholders, you should consider an
investment in the Fund to be illiquid.

Who is the Fund Designed For? The Fund is designed for investors seeking high
current income and relative stability of principal from a fund that will invest
primarily in senior loan obligations that may have higher risks than
conventional debt securities. The Fund's investment strategy allows investors to
participate in the corporate loan market, which may be difficult for individuals
to invest in directly because Senior Loans have very large minimum investments,
typically $5 million or more. Since the Fund's income level will fluctuate, it
is not designed for investors needing an assured level of current income. The
Fund does not seek capital appreciation.

The Fund is designed as a long-term investment and not as a short-term
trading vehicle. It may be appropriate for a portion of an investor's overall
investment portfolio. However, the Fund is not a complete investment program.
Because of the limited liquidity of Fund shares through Repurchase Offers, the
Fund may not be an appropriate investment for retirement plans whose owners need
to make periodic distributions at a fixed level. The Fund is not an appropriate
investment for investors needing ready access to their money, since Fund shares
are not redeemable daily and are not traded in a secondary market.

How Can You Buy Shares? The Fund's Distributor, OppenheimerFunds Distributor,
Inc., offers the Fund's shares in a continuous public offering through
securities dealers. The offering price for shares will be equal to the net asset
value per share of the respective class calculated each regular business day.
The minimum initial investment is $1,000 ($250 for retirement accounts). Minimum
subsequent investments are $25.

The Distributor reserves the right to waive any minimum investment
requirements and to refuse any order for the purchase of shares. The Distributor
may suspend the continuous offering of shares at any time. The Fund's Class A
shares may be purchased only by exchange of shares of certain other Oppenheimer
funds, or through "wrap" programs of financial advisors that have a special
arrangement with the Distributor.

How Do the Fund's Repurchase Offers Provide Liquidity? The Fund intends to make
quarterly offers to repurchase a portion of its shares from shareholders. Each
quarter the Fund will offer to repurchase between 5% and 25% of its outstanding
shares. In response to each Repurchase Offer, shareholders may choose to tender
some or all of their shares to the Fund for repurchase. Shares accepted for
repurchase will be repurchased at a price equal to the net asset value per
share. If more shares are tendered than the amount of the Repurchase Offer, the
repurchases will be pro-rated. There can be no assurance that the Fund will be
able to repurchase all shares that you tender. Please refer to "Periodic
Repurchase Offers" below for details. The Fund does not currently charge a
repurchase fee, but the Board of Trustees could impose that type of fee in the
future, to help cover Fund expenses.

Are There Any Sales Charges for Investing in the Fund? There are no initial
sales charges for buying shares of the Fund. However, if you tender shares for
repurchase and if your shares are repurchased by the Fund, in some cases you may
be subject to Early Withdrawal Charges that apply to Class A, Class B and Class
C shares: o If you acquire Class A shares of the Fund by exchanging Class A
shares of another Oppenheimer fund that were still subject to that other fund's
Class A contingent deferred sales charge at the time you exchanged them, they
will become subject to the Fund's Class A Early Withdrawal Charge. If any of
those Class A shares of the Fund are repurchased within 18 months of the
original purchase date of the shares of the fund from which they were exchanged,
the Fund's Class A Early Withdrawal Charge of 1% will apply (explained in "Class
A Early Withdrawal Charge" below). o If your Class B shares are repurchased by
the Fund within five years of the end of the month in which you originally
purchased them, the Early Withdrawal Charge is 3% for repurchases during the
first year; 2% during the second year; 1.5% during the third and fourth years;
1% during the fifth year. There is no Early Withdrawal Charge for repurchases
after five years. o If your Class C shares are repurchased by the Fund within 12
months of the end of the month in which you originally purchased them, you will
pay a 1% Early Withdrawal Charge.

The Early Withdrawal Charge is based on the lesser of the then current
net asset value or the original purchase price of the repurchased shares. The
Early Withdrawal Charge does not apply to shares purchased by reinvesting
dividends or capital gains distributions. Please refer to "How to Buy Shares"
and "Periodic Repurchase Offers." The Fund may waive the Early Withdrawal Charge
in specified transactions and for certain classes of investors described in
Appendix B to the Statement of Additional Information.

Who Manages the Fund? OppenheimerFunds, Inc. is the Fund's investment advisor
(and is referred to as the "Manager" in this Prospectus). The Fund's portfolio
managers are employed by the Manager.

Financial Highlights

<PAGE>
FINANCIAL HIGHLIGHTS

CLASS A CLASS B CLASS C
PERIOD PERIOD PERIOD
ENDED ENDED ENDED
JULY 31, JULY 31, JULY 31,
2000(1) 2000(1) 2000(1)
=======================================================================================================
PER SHARE OPERATING DATA
<S> <C> <C> <C>
Net asset value, beginning of period $ 10.00 $ 10.00 $ 10.00
-------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment income .71 .67 .67
Net realized and unrealized loss (.04) (.03) (.04)
----------------------------------------------------------
Total income from investment operations .67 .64 .63
-------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Dividends from net investment income (.71) (.67) (.66)
-------------------------------------------------------------------------------------------------------
Net asset value, end of period $ 9.96 $ 9.97 $ 9.97
==========================================================

=======================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(2) 6.94% 6.56% 6.51%

=======================================================================================================
RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in thousands) $22,421 $98,343 $194,933
-------------------------------------------------------------------------------------------------------
Average net assets (in thousands) $ 6,600 $49,122 $ 82,761
-------------------------------------------------------------------------------------------------------
Ratios to average net assets:(3)
Net investment income 8.30% 7.80% 7.79%
Expenses 1.26% 1.76% 1.77%
Expenses, net of indirect expenses and
waiver of expenses 0.87% 1.37% 1.38%
-------------------------------------------------------------------------------------------------------
Portfolio turnover rate 62% 62% 62%
</TABLE>

1. For the period from September 8, 1999 (commencement of operations) to July
31, 2000.

2. 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 repurchase at the net asset value calculated on the last business day
of the fiscal period. There are no early withdrawal charge deductions on Class B
or Class C shares (none apply to Class A). Total returns are not annualized for
periods of less than one full year.

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

<PAGE>

MAIN RISKS OF INVESTING IN THE FUND

All investments carry risks to some degree. The Fund's investments in Senior
Loans and other debt securities 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 Manager will cause the Fund to underperform other funds having
a similar objective.

Credit Risk. Debt securities are subject to credit risk. Credit risk relates to
the ability of the borrower under a Senior Loan or the issuer of a debt security
to make interest and principal payments on the loan or security as they become
due. If the borrower or issuer fails to pay interest, the Fund's income might be
reduced. If the borrower or issuer fails to repay principal, the value of that
security and the net asset values of the Fund's shares might be reduced. A
downgrade in an issuer's credit rating or other adverse news about an issuer can
reduce the value of that issuer's securities. The Fund's investments in Senior
Loans and other debt securities, particularly those below investment grade, are
subject to risks of default.

While the Fund's investments in Senior Loans will be secured by
collateral, lenders may have difficulty liquidating the collateral or enforcing
their rights under the terms of the loans if a borrower defaults. Collateral may
be insufficient or set aside by a court. Also, the Fund can invest part of its
assets in loans and other debt obligations that are not collateralized. See
"What Are the Risks of Default on Senior Loans?" below.

Interest Rate Risk. In general, the value of a debt security changes as
prevailing interest rates change. For fixed-rate debt securities, when
prevailing interest rates fall, the values of already-issued debt securities
generally rise. When interest rates rise, the values of already-issued debt
securities generally fall, and they may sell at a discount from their face
amount.

The Senior Loans in which the Fund invests have floating or adjustable
interest rates. For that reason, the Manager expects that when interest rates
change, the values of Senior Loans will fluctuate less than the values of
fixed-rate debt securities, and that the net asset values of the Fund's shares
will fluctuate less than the shares of funds that invest mainly in fixed-rate
debt obligations. However, the interest rates of some Senior Loans adjust only
periodically. Between the times that interest rates on Senior Loans adjust, the
interest rates on those Senior Loans may not correlate to prevailing interest
rates. That will affect the value of the loans and may cause the net asset
values of the Fund's shares to fluctuate.

Non-Diversification Risk. The Fund is "non-diversified" under the Investment
Company Act. That means that the Fund can invest in the securities of a single
issuer without limit. This policy gives the Fund more flexibility to invest in
the obligations of a single borrower or issuer than if it were a "diversified"
fund. However, the Fund intends to diversify its investments so that it will
qualify as a "regulated investment company" under the Internal Revenue Code
(although it reserves the right not to qualify). Under that requirement, with
respect to 50% of its total assets, the Fund may invest up to 25% of its assets
in the securities of any one borrower or issuer. To the extent the Fund invests
a relatively high percentage of its assets in the obligations of a single issuer
or a limited number of issuers, the Fund is subject to additional risk of loss
if those obligations lose market value or the borrower or issuer of those
obligations defaults.

Borrowing. The Fund can borrow money in an amount up to 33 1/3% of its total
assets (after counting the assets purchased with the amount borrowed). The Fund
may borrow if necessary to obtain short-term credit to allow it to repurchase
shares during Repurchase Offers, to manage cash flows, and to fund additional
purchase commitments under Senior Loans. The Fund may also borrow to acquire
additional investments (a technique known as "leverage"). To the extent that the
costs of borrowing exceed the return on the investments purchased with borrowed
amounts, the Fund's returns will be adversely affected. Borrowing for leverage
also increases the risk of volatility in the net asset values of the Fund's
shares.

Borrowing may entail other risks. Lenders to the Fund will have
preference over the Fund's shareholders as to payments of interest and
repayments of principal on amounts that the Fund borrows and preference to the
Fund's assets in the event of its liquidation. Lending terms may limit the
Fund's ability to pay dividends to shareholders. Lending agreements may also
grant the lenders certain voting rights if the Fund defaults in the payment of
interest or principal on the loan.

Limited Secondary Market for Senior Loans. Due to restrictions on transfer in
loan agreements and the nature of the private syndication of Senior Loans, many
Senior Loans are not as easily purchased or sold as publicly-traded securities.
While the secondary market for senior loans is growing among institutional
investors, many Senior Loans are illiquid, which means that the Fund may be
limited in its ability to sell those Senior Loans at an acceptable price when it
wants to in order to generate cash, avoid losses, or to meet repurchase
requests.

Highly leveraged Senior Loans and Senior Loans in default also may be
less liquid than other Senior Loans. If the Fund voluntarily or involuntarily
sold those types of Senior Loans, it might not receive the full value it
expected. The market for illiquid securities is more volatile than the market
for liquid securities and it may be more difficult to obtain accurate valuations
for the Fund's investments. The inability to dispose of assets may make it
difficult for the Fund to raise the money needed to repurchase shares in a
Repurchase Offer, causing it to resort to borrowing to meet its commitments. The
Board of Trustees will consider the liquidity of the Fund's portfolio securities
to determine whether to suspend or postpone a Repurchase Offer.

Possible Limited Availability of Senior Loans. Direct investments in Senior
Loans and, to a lesser degree, investments in participation interests in or
assignments of Senior Loans may be limited. There is a risk that the Fund may
not be able to invest at least 80% of its total assets in Senior Loans at all
times. The limited availability may be due to a number of factors. There may be
more willing purchasers of direct loans than there are willing purchasers of
participation interests or assignments. Direct lenders may allocate only a small
number of Senior Loans to new investors, including the Fund. There may be fewer
loans available for investment that meet the Fund's credit standards,
particularly in times of economic downturns. Also, lenders or Agents may have an
incentive to market the less desirable Senior Loans to investors such as the
Fund while retaining attractive loans for themselves. This would reduce the
amount of attractive investments for the Fund. If market demand for Senior Loans
increases, the interest paid by Senior Loans that the Fund holds may decrease.

Special Risks of Lower-Grade Securities. The Fund can invest up to 100% of its
total assets in Senior Loans and other securities that are below investment
grade. Those are loans or securities rated below BBB- by Standard & Poor's or
Baa3 by Moody's or that have comparable ratings by another rating organization,
or, if unrated, that are considered by the Manager to be of comparable quality.
The Fund may invest in obligations of borrowers in connection with a
restructuring under Chapter 11 of the U.S. Bankruptcy Code if the obligations
meet the credit standards of the Manager. Debt securities and loans below
investment grade tend to offer higher yields than investment-grade securities
and loans to compensate investors for the higher risk of default, and are
commonly referred to as "high risk securities" or, in the case of bonds, "junk
bonds."

To the extent that the Fund holds lower-grade securities, its net asset
values are likely to fluctuate more, especially in response to economic
downturns. A projection of an economic downturn or a period of rising interest
rates, for example, could cause a decline in the prices of lower-grade
securities. In addition, the secondary market for lower-grade securities
generally is less liquid than the market for investment-grade bonds. The lack of
liquidity could adversely affect the price at which the Fund could sell a
lower-grade security. See "Does The Fund Have Credit Quality Standards for
Senior Loans?" below.

Illiquidity of Fund Shares. The Fund is a closed-end investment company designed
primarily for long-term investors and not as a trading vehicle. The Fund does
not intend to list its shares on any national securities exchange or arrange for
their quotation on any over-the-counter market. The Fund's shares are not
readily marketable, and you should consider them to be illiquid. For these
reasons, the Fund has adopted a policy to offer each quarter to repurchase
between 5% and 25% of the shares outstanding. There is no guarantee that you
will be able to sell all the shares that you want to sell during a Repurchase
Offer. See "Periodic Repurchase Offers" and "How to Buy Shares," below.

Concentration. Although the Fund cannot invest 25% or more of its total assets
in securities or obligations of borrowers in a single industry, the Fund may
look to the creditworthiness of the agent bank and other intermediate
participants in a Senior Loan, in addition to the borrower. That is because it
may be necessary to assert through the agent bank or intermediate participant
any rights that may exist under the loan against the borrower if the borrower
defaults. Those parties typically are commercial banks, thrift institutions,
insurance companies and finance companies (and their holding companies). Because
the Fund regards the "issuer" of a Senior Loan as including the borrower under
the loan agreement, the agent bank and any intermediate participant, the Fund
may invest 25% or more of its total assets in securities of issuers in the group
of industries in the financial services sector, including banks, bank holding
companies, commercial finance, consumer finance, diversified financial,
insurance, savings and loans and special purpose financial. The Fund will be
subject to the risks associated with financial institutions in those industries.

Companies in the financial services industries may be more susceptible
to particular economic and regulatory events such as fluctuations in interest
rates, changes in the monetary policy of the Board of Governors of the Federal
Reserve System, governmental regulations concerning those industries and
affecting capital raising activities and fluctuations in the financial markets.

Risks of Foreign Investing. The Fund can invest up to 20% of its total assets in
Senior Loans and unsecured loans that are made to foreign borrowers, or other
debt securities issued by them. The Fund's foreign Senior Loans must be
dollar-denominated, and interest and principal payments must be payable in U.S.
dollars, which may reduce risks of currency fluctuations on the values of those
Senior Loans. However, foreign obligations have risks not typically involved in
domestic investments.

Foreign investing can result in higher transaction and operating costs
for the Fund. Foreign issuers are not subject to the same accounting and
disclosure requirements that U.S. issuers are subject to. The value of foreign
investments may be affected by exchange control regulations, expropriation or
nationalization of a company's assets, foreign taxes, delays in settlement of
transactions, changes in governmental economic or monetary policies in the U.S.
or abroad, or other political and economic factors. Other risks are described in
"Foreign Securities," below.

How Risky is the Fund Overall? The risks summarized above collectively form the
overall risk profile of the Fund and can affect the value of the Fund's
investments, its investment performance and its net asset values per share.
Particular investments and investment strategies also have risks. These risks
mean that you can lose money by investing in the Fund. When you sell 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.

Investing in a closed-end fund like the Fund presents the risk that you
may not be able to dispose of your investment readily when you want to, even
though the Fund will make quarterly Repurchase Offers for a portion of its
shares. The Fund's investment risks mean that the Fund's share prices can go up
or down, despite the expectation that investments in adjustable rate Senior
Loans may reduce short-term price volatility. The Fund's other fixed income
investments are also subject to short-term price volatility. The Fund's emphasis
on investments in loans of issuers that are below investment grade exposes the
Fund to the credit risks of the borrowers who might not meet their debt service
requirement in a timely fashion, which could reduce the Fund's income and
subject it to losses of principal value as well, even though most of the Fund's
investments are collateralized. The illiquidity of the loan market poses greater
risks than are present in funds that invest in more liquid securities.

The Fund seeks to maintain a relatively stable net asset value, but has
significantly more risks than investment grade bond funds or money market funds.
The Fund is expected to have less share price volatility than bond funds
emphasizing investments in fixed-rate debt investments. The Fund is designed for
long-term investors. Use of Proceeds of the Fund's Offering

The Fund will use the proceeds of the offering of its shares to invest in
accordance with its investment objective and policies. The investment of the
proceeds it receives from the sale of its shares in Senior Loans and other debt
securities will depend upon the amount and timing of proceeds available to the
Fund as well as the availability of Senior Loans and other debt securities. At
times, the Fund may invest a substantial portion of its assets in short-term
money market obligations and other high-quality short-term debt securities. That
may occur to a greater extent during repurchase periods, to maintain sufficient
liquidity to meet repurchase requests, if the Fund chooses not to sell
investments or borrow money to meet its obligations. This may result in a lower
level of income for the Fund during those periods and possibly more volatility
in the Fund's share prices.

The Fund and Its Investments

What Are the Fund's Principal Investment Policies? The allocation of the Fund's
portfolio among the different types of permitted investments will vary over time
based upon the evaluation of economic and market trends by the Manager. Under
normal market conditions:

o the Fund will invest at least 80% of its total assets in Senior Loans,
rated B or higher by one or more rating organizations, or, if unrated,
determined to be of comparable quality by the Manager.

o the Fund may invest up to 20% of its total assets in other investments,
including:

o unsecured floating rate loans

o secured or unsecured short-term investment-grade debt obligations

o debt obligations (other than senior loans) of foreign issuers and foreign
governments (but not in emerging markets)

o secured or unsecured fixed-rate loans and other debt obligations

o equity securities, including stocks and warrants

o asset-backed securities, such as collateralized loan obligations

o cash and cash equivalents o derivative instruments, such as options,
currency and interest rate swap agreements, futures and structured notes,
to hedge the Fund's portfolio.

These investments and strategies are described in detail below.

How Do the Portfolio Managers Decide What Investments to Buy or Sell? In
selecting investments for the Fund, the Fund's portfolio managers evaluate
overall investment opportunities and risks among the types of investments the
Fund can hold. They analyze the credit standing and risks of borrowers whose
loans or debt securities they are considering for the Fund's portfolio. They
evaluate information about borrowers from their own research or research
supplied by agent banks or other sources. They select only those Senior Loans
made to borrowers and debt securities issued by borrowers that they believe are
likely to pay the interest and repay the principal on their indebtedness when it
becomes due. The portfolio managers consider many factors, including among
others,

o the borrower's past and expected future financial performance

o the experience and depth of the borrower's management

o the collateral for the loan or other debt security in which the Fund
proposes to invest

o the borrower's tangible assets and cash flows

o the credit quality of the debt obligations of the agent bank servicing
the loan and other intermediaries imposed between the borrower and the
Fund, to assure the indebtedness of those agents and intermediaries is
investment grade.

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" (as defined in the Investment Company Act) of the Fund's outstanding
voting shares. The Fund's objective is not a fundamental policy. However, the
objective will not be changed without prior notice to shareholders. Some of the
Fund's 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.

Senior Loans. The Senior Loans the Fund invests in are loans made to
U.S. or foreign corporations, partnerships or other business entities
(referred to as "borrowers"). Senior Loans are often issued in
connection with recapitalizations, acquisitions, leveraged buyouts,
and refinancings of borrowers. The Fund's Senior Loan investments,
including loans to foreign borrowers, must be U.S. dollar-denominated
and interest and principal must be payable in U.S. dollars. The Fund's
Senior Loans must also be fully secured by collateral, as discussed
below.

What Are Floating or Adjustable Interest Rates? Senior loans are debt
obligations on which interest is payable at rates that adjust periodically,
using a base rate plus a premium or spread above the base rate. The base rate
usually is a benchmark that "floats" or changes to reflect current interest
rates, such as:

o the prime rate offered by one or more major U.S. banks (referred to
as the "Prime Rate") or

o the London Inter-Bank Offered Rate ("LIBOR"), or

o the certificate of deposit ("CD") rate or other base rate used by
commercial lenders.

The applicable rate is defined in the loan agreement. Borrowers tend to
select the base lending rate that results in the lowest interest cost, and the
rate selected may change from time to time. If the benchmark interest rate on a
Senior Loan changes, the rate payable to lenders under the Senior Loan will, in
turn, change at the next scheduled adjustment date. If the benchmark rate
increases, the Fund would earn interest at a higher rate on that Senior Loan,
but after the adjustment date. If the benchmark rate decreases, the Fund would
earn interest at a lower rate on that Senior Loan after the adjustment date.

Interest rates may adjust daily, monthly, quarterly, semi-annually or
annually. The Fund does not intend to invest more than 5% of its total assets in
Senior Loans with interest rates that adjust less often than semi-annually. The
Fund may use interest rate swap agreements and other hedging practices to
shorten the effective interest rate adjustment period of a Senior Loan. Because
investments in Senior Loans with longer interest rate adjustment periods may
increase fluctuations in the Fund's net asset values as a result of interest
rate changes, the Fund will attempt to maintain a dollar-weighted average time
until the next interest rate adjustment of 90 days or less for its portfolio of
Senior Loans.

How Are Senior Loans Created? Senior Loans typically are negotiated
between a borrower and one or more commercial banks or other financial
institutions as lenders. The lenders are represented by one or more lenders
acting as agent of all of the lenders. The Senior Loans then are syndicated
among a group of commercial banks and financial institutions.

The agent is responsible for negotiating the terms and conditions of
the Senior Loan and the rights of the borrower and the lenders. The agent
typically administers and enforces the loan on behalf of the other lenders in
the syndicate. The agent normally is responsible to collect principal and
interest payments from the borrower and to apportion those payments among the
lenders that are parties to the agreement. The borrower compensates the agent
for its services. That compensation may include fees for funding and structuring
the loan as well as fees on a continuing basis for other services. A purchaser
of a Senior Loan may receive syndication or participation fees in connection
with its purchase. Other fees payable with respect to a Senior Loan, which are
separate from interest payments, may include facility, commitment, amendment and
prepayment fees.

The Fund will generally rely on the agent under a particular Senior
Loan to collect the Fund's portion of the loan payments and to use any
appropriate remedies against the borrower if necessary. In addition, an
institution (which may or may not be the agent) holds any collateral under the
loan on behalf of the lenders. If the agent under a Senior Loan became insolvent
or was declared a bankrupt or had a receiver appointed, the agent's appointment
under the Senior Loan could be terminated and a successor would be appointed.
While in that case the assets held under the loan should remain available to the
lenders, if those assets were determined by a court or regulatory authority to
be subject to the claims of the agent's creditors, the Fund might incur delays
and costs in realizing payment on the loan, or it might suffer a loss of
principal and/or interest.

Senior Loans often have restrictive covenants designed to limit the
activities of the borrower in an effort to protect the right of Lenders to
receive timely payments of interest on and repayment of principal of the Senior
Loans. Senior loans include debt obligations of foreign borrowers that are in
the form of dollar-denominated notes rather than loan agreements.

How Does the Fund Invest in Senior Loans? The Fund may act as one of
the original lenders originating a Senior Loan, or it may purchase assignments
of interests in Senior Loans, or it may invest in participation interests in
Senior Loans.

The Fund may be required to pay and may receive various fees and
commissions in connection with buying, selling and holding interests in Senior
Loans. Borrowers typically pay a variety of fees to lenders when a Senior Loan
is originated. The Fund may receive those fees directly if it acts as an
original lender or if it acquires an assignment of a Senior Loan. When the Fund
buys an assignment, it may be required to pay a fee to the assigning lender or
forgo a portion of the interest or fees payable to it. The seller of a
participation interest may deduct a portion of the interest and any fees payable
to the Fund as an administrative fee. Similarly, the Fund might be required to
pass along to a buyer of a Senior Loan from the Fund a portion of the fees that
the Fund is entitled to.

The Fund may have obligations under a Senior Loan, including the
obligation to make additional loans in certain circumstances. In that case, the
Fund will reserve against that contingency by segregating on its books cash or
other liquid securities in an amount equal to the obligation. The amounts
segregated in that manner may reduce the Fund's income. The Fund will not
purchase a Senior Loan that would require the Fund to make additional loans if
as a result of that purchase all of the Fund's additional loan commitments would
exceed 20% of the Fund's total assets or would cause the Fund to fail to meet
the diversification requirements imposed under the Internal Revenue Code to
qualify as a regulated investment company.

o Acting as an Original Lender. When the Fund acts as an original
lender, it participates in structuring the Senior Loan. As an original
lender it will have a direct contractual relationship with the
borrower and may enforce the borrower's compliance with the terms of
the loan agreement. The Fund may also have rights with respect to any
funds acquired by other lenders under the Loan Agreement as a set-off
against the borrower. Lenders have full voting and consent rights as
to the provisions under loan agreements. Action by lender votes or
consent may require approval of a specified percentage of lenders, or,
in some cases, unanimous consent. The Fund will not act as the agent
or collateral holder for a Senior Loan, nor as a guarantor or sole
negotiator with respect to a Senior Loan.

o Buying Assignments of Loans. If the Fund purchases an assignment
from a lender, the Fund typically will succeed to all of the rights
and obligations under the loan agreement of the assigning lender and
will generally become a "lender" for the purposes of the particular
loan agreement. In that case the Fund will have direct contractual
rights under the loan agreement and any related collateral security
documents in favor of the lenders under that loan agreement. In some
cases the rights and obligations acquired by a purchaser of an
assignment may differ from, and be more limited than, those held by
the assigning lender.

o Buying Participation Interests. Participation interests may be
acquired from a lender or from other holders of participation
interests. If the Fund buys a participation interest from a lender or
other participant, the Fund will not have a direct contractual
relationship with the borrower. It will be required to rely on the
lender or participant that sold the participation interest to enforce
the Fund's rights against the borrower, to collect payments due under
the Senior Loan and to foreclose on collateral in the event of the
borrower's default. In that case, the Fund is subject to the credit
risk of both the borrower and the selling lender or participant
interposed between the borrower and the Fund under the loan (these are
referred to as intermediate participants).

In the case of participation interests, the Fund might
have to assert any rights it may have against the borrower through
an intermediate participant if the borrower fails to pay interest
and principal when due. In that case the Fund might be subject to
greater delays, risks and expenses than if the Fund could assert
its rights directly against the borrower. The Fund may not have
any right to vote on whether to waive enforcement of restrictive
covenants breached by a borrower and might not benefit directly
from collateral supporting the Senior Loan in which it has
purchased a participation interest.

Also, under a participation interest the Fund might be
deemed to be a creditor of the intermediate participant rather
than the borrower, so that the Fund will be exposed to the credit
risks of the intermediate participant. Therefore, the Fund will
invest in loans through the purchase of participation interests
only if at the time of investment the outstanding debt obligations
of the agent bank and any intermediate participants are investment
grade. That means they must be rated BBB or A-3 or higher by
Standard & Poor's, or Baa or P-3 or higher by Moody's, or have a
similar rating by another rating organization. If their debt
obligations are unrated, they must be deemed comparable to
investment-grade securities by the Manager.

What is the Priority of a Senior Loan? Senior Loans generally hold a
senior position in the capital structure of the borrower. They may include loans
that hold the most senior position, loans that hold an equal ranking with other
senior debt, or loans that are, in the judgment of the Manager, in the category
of senior debt of the borrower. That senior position in the borrower's capital
structure generally gives the holders of Senior Loans a claim on some or all of
the borrower's assets that is senior to that of subordinated debt, preferred
stock and common stock of the borrower in the event that the borrower defaults
or becomes bankrupt.

Does the Fund Have Collateral Requirements for Senior Loans? The Senior
Loans in which the Fund invests must be fully collateralized with one or more of
(1) working capital assets, such as accounts receivable and inventory, (2)
tangible fixed assets, such as real property, buildings and equipment, (3)
intangible assets such as trademarks or patents, or (4) security interests in
shares of stock of the borrower or its subsidiaries or affiliates. A loan
agreement may or may not require the borrower to pledge additional collateral to
secure a Senior Loan if the value of the initial collateral declines.

Collateral may consist of assets that may not be readily liquidated,
and there is no assurance that the liquidation of those assets would satisfy a
borrower's obligations under a Senior Loan. In the case of loans to a non-public
company, the company's shareholders or owners may provide collateral in the form
of secured guarantees and/or security interests in assets that they own.

The Fund will not invest in Senior Loans unless, at the time of
investment, the Manager determines that the value of the collateral equals or
exceeds the aggregate outstanding principal amount of the Senior Loan. The Fund
may invest up to 20% of its total assets in corporate loans that are not secured
by specific collateral, as described below in "Other Investments." Unsecured
loans involve a greater risk of loss.

Does the Fund Have Credit Quality Standards for Senior Loans? Rating
organizations, such as Standard & Poor's or Moody's, rate debt obligations by
rating the issuer, after evaluating the issuer's financial soundness. Generally,
the lower the investment rating, the more risky the investment. Debt securities
rated below "BBB-" by Standard & Poor's or "Baa3" by Moody's are commonly
referred to as "high risk" securities or "junk bonds." The Fund will invest at
least 80% of its total assets in Senior Loans that are rated "B" or higher by
one or more rating organizations, or, if unrated, determined by the Manager to
be of comparable quality. Senior Loans rated "B" are below investment grade and
are regarded by rating organizations as predominantly speculative with respect
to the borrower's ability to repay interest and principal when due over a long
period. While securities rated Baa by Moody's or BBB by Standard & Poor's are
considered to be "investment grade," they have some speculative characteristics.

The Fund may invest in Senior Loans that are rated both investment
grade and below investment grade by different rating organizations. The Fund can
invest up to 100% of its assets in Senior Loans that are below investment grade.
The Fund is not obligated to dispose of its investment in a Senior Loan if its
rating drops below "B," but the Manager will monitor the loan to determine if
any action is warranted or desirable. Many Senior Loans are not rated by rating
organizations. The lack of a rating does not necessarily imply that a loan is of
lesser investment quality. There is no limit on the Fund's investment in unrated
Senior Loans. Appendix A to this Prospectus includes the definitions of the
rating categories of the principal rating organizations.

How Does the Manager Analyze Senior Loans? The Manager performs its own
credit analysis of Senior Loans. The Manager obtains information from the agents
that originate or administer the loans, other lenders and other sources. If a
Senior Loan is rated, the Manager will also evaluate the rating organization's
information about the borrower. The Manager will continue to monitor the credit
quality of a Senior Loan while the Fund owns that Senior Loan.

In its analysis, the Manager may consider many factors, including the
borrower's past and future projected financial performance; the quality and
depth of management; the quality of the collateral; the borrower's cash flow;
factors affecting the borrower's industry; the borrower's position in the market
and its tangible assets. Typically, the borrowers use the proceeds of Senior
Loans to finance leveraged buyouts, recapitalizations, mergers, acquisitions,
stock repurchases, debt refinancings, and, to a lesser extent, other purposes.
Those may be highly leveraged transactions that pose special risks.

The Manager will consider a Senior Loan for the Fund's portfolio only
if the Manager believes that a borrower under a Senior Loan is likely to repay
its obligations. For example, the Manager may determine that a borrower can meet
debt service requirements from cash flow or other sources, including the sale of
assets, despite the borrower's low credit rating. The Manager may determine that
Senior Loans of borrowers that are experiencing financial distress, but that
appear able to pay their interest, present attractive investment opportunities.
There can be no assurance that the Manager's analysis will disclose factors that
may impair the value of a Senior Loan.

Does the Fund Have Maturity Limits for Senior Loans? The Fund has no
limits as to the maturity of Senior Loans it may purchase. Senior Loans in
general have a stated term of between five and nine years. However, because
Senior Loans typically amortize principal over their stated life and frequently
are prepaid, their average credit exposure is expected to be two to three years.

Senior Loans usually have mandatory and optional prepayment provisions.
If a borrower prepays a Senior Loan, the Fund will have to reinvest the proceeds
in other Senior Loans or securities that may pay lower interest rates. However,
prepayment and facility fees the Fund receives may help reduce any adverse
impact on the Fund's yield. Because the interest rates on Senior Loans adjust
periodically, the Manager believes that the Fund should generally be able to
reinvest prepayments in Senior Loans that have yields similar to those that have
been prepaid.

What are the Risks of Default on Senior Loans? Generally, Senior Loans
involve less risk from default than other debt obligations, because in most
instances they take preference over subordinated debt obligations and common
stock with respect to payment of interest and principal. However, the Fund is
subject to the risk that the borrower under a Senior Loan will default on
scheduled interest or principal payments. The risk of default will increase in
the event of an economic downturn or a substantial increase in interest rates
(which will increase the cost of the borrower's debt service as the interest
rate on its Senior Loan is upwardly adjusted). The Fund may own a debt
obligation of a borrower that is about to become insolvent. The Fund can also
purchase debt obligations that are issued in connection with a restructuring of
the borrower under bankruptcy laws.

o Collateral. Senior Loans that the Fund will purchase must be backed
by collateral, as discussed in "Does the Fund Have Collateral
Requirements for Senior Loans?" above. However, the value of the
collateral may decline after the Fund buys the Senior Loan,
particularly if the collateral consists of equity securities of the
borrower or its affiliates. If a borrower defaults, insolvency laws
may limit the Fund's access to the collateral, or the lenders may be
unable to liquidate the collateral. If the collateral becomes illiquid
or loses some or all of its value, the collateral may not be
sufficient to protect the Fund in the event of a default of scheduled
interest or principal payments.

If a borrower defaults on a collateralized Senior Loan, the
Fund may receive assets other than cash or securities in full or
partial satisfaction of the borrower's obligation under the Senior
Loan. Those assets may be illiquid, and the Fund might not be able
to realize the benefit of the assets for legal, practical or other
reasons. The Fund might hold those assets until the Manager
determined it was appropriate to dispose of them.

o Highly Leveraged Transactions. The Fund can invest a significant
portion of its assets in Senior Loans made in connection with highly
leveraged transactions. These transactions may include operating
loans, leveraged buyout loans, leveraged capitalization loans, and
other types of acquisition financing. The Fund can also invest in
Senior Loans of borrowers that are experiencing, or are likely to
experience, financial difficulty. In addition, the Fund can invest in
Senior Loans of borrowers that have filed for bankruptcy protection or
that have had involuntary bankruptcy petitions filed against them by
creditors. Those Senior Loans are subject to greater credit and
liquidity risks than other Senior Loans.

o Restrictive Loan Covenants. Borrowers must comply with various
restrictive covenants typically contained in loan agreements. They may
include restrictions on dividend payments and other distributions to
stockholders, provisions requiring the borrower to maintain specific
financial ratios, and limits on total debt. They may include
requirements that the borrow prepay the loan with any free cash flow.
A break of a covenant that is not waived by the agent bank (or the
lenders) is normally an event of default that provides the agent bank
or the lenders the right to call the outstanding amount on the loan.
If a lender accelerates the repayment of a Senior Loan because of the
borrower's violation of a restrictive covenant under the loan
agreement, the borrower might default in payment of the loan.

o Insolvency of Borrowers. Various laws enacted for the protection of
creditors may apply to Senior Loans. A bankruptcy proceeding against a
borrower could delay or limit the ability of the Fund to collect the
principal and interest payments on that borrower's Senior Loans. If a
lawsuit is brought by creditors of a borrower under a Senior Loan, a
court or a trustee in bankruptcy could take certain actions that would
be adverse to the Fund. For example:

o Other creditors might convince the court to set aside a Senior Loan
or the collateralization of the loan as a "fraudulent conveyance" or
"preferential transfer." In that event, the court could recover from
the Fund the interest and principal payments that the borrower made
before becoming insolvent. There can be no assurance that the Fund
would be able to prevent that recapture. o A bankruptcy court may
restructure the payment obligations under the Senior Loan so as to
reduce the amount to which the Fund would be entitled. o The court
might discharge the amount of the Senior Loan that exceeds the value
of the collateral. o The court could subordinate the Fund's rights to
the rights of other creditors of the borrower under applicable law.

A bankruptcy court might find that the collateral securing the
Senior Loan is invalid or require the borrower to use the
collateral to pay other outstanding obligations. If the collateral
consists of stock of the borrower or its subsidiaries, the stock
may lose all of its value in the event of a bankruptcy, which
would leave the Fund exposed to greater potential loss.

o Decline in Fund Share Prices. If a borrower defaults on a scheduled
interest or principal payment on a Senior Loan, the Fund may
experience a reduction of its income. In addition, the value of the
Senior Loan would decline, which may, in turn, cause the Fund's net
asset values to fall.

Other Investments. Under normal circumstances, the Fund can invest up to 20% of
its total assets (measured at the time of purchase) in investments other than
Senior Loans. Those other investments are described below. More information can
be found about them in the Statement of Additional Information.

Subordinated Debt Obligations. The Fund can purchase fixed-rate and
adjustable-rate subordinated debt obligations rated B or better by a rating
organization or, if unrated, judged by the Manager to be of comparable quality.
Subordinated debt obligations do not have the same level of priority as Senior
Loans and accordingly involve more risk than Senior Loans. If a borrower becomes
insolvent, the borrower's assets may be insufficient to meet its obligations to
the holders of its subordinated debt.

Short-Term, Investment-Grade Debt Obligations. The Fund can hold cash
and invest in cash equivalents such as highly-rated commercial paper, bank
obligations, repurchase agreements, Treasury bills and short-term U.S.
government securities that are investment grade.

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

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

Unsecured Loans. The Fund can invest in floating rate senior loans that
are not secured by any specific collateral of the borrower. If the borrower is
unable to pay interest or defaults in the payment of principal, there will be no
collateral on which the Fund can foreclose. Therefore these loans present
greater risks than collateralized Senior Loans. The Fund applies the same
investment and credit standards to unsecured senior loans as to secured Senior
Loans, except for collateral requirements.

U.S. Government Securities. The Fund can invest in securities issued or
guaranteed by the U.S. Treasury or other U.S. government agencies or
federally-chartered corporate entities referred to as "instrumentalities." These
are referred to as "U.S. government securities" in this Prospectus.

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

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

Asset-Backed Securities. The Fund can buy asset-backed securities,
which are fractional interests in pools of receivables or loans that are
collateralized by the loans, other assets or receivables. They are issued by
trusts and special purpose corporations that pass the income from the underlying
pool to the buyer of the interest. These securities are subject to the risk of
default by the issuer as well as by the borrowers of the underlying loans in the
pool.

Neither the Fund nor the Manager selects the borrowers whose loans are
included in the pools or the collateral backing those loans. Collateralized loan
obligations are subject to the credit risk of the borrower and the institution
that creates the pool, as well as prepayment risks.

Equity Securities and Warrants. The Fund can acquire warrants and other
equity securities as part of a unit combining the Senior Loan and equity
securities of a borrower or its affiliates. The acquisition of equity securities
will be incidental to the Fund's purchase of a loan. The Fund may also acquire
equity securities and warrants issued in exchange for a Senior Loan or in
connection with the restructuring of a Senior Loan, subordinated and unsecured
loans, and high-yield securities. Equity securities include common stocks,
preferred stocks, and securities convertible into common stock. Equity
securities are subject to market risks and the risks of changes to the financial
condition of the issuer, and fluctuate in value.

Investments in Other Investment Companies. The Fund can purchase shares
of other investment companies to the extent permitted by the Investment Company
Act. Investment companies typically pay management, custodian and other
transaction costs. Therefore, the Fund would be subject to duplicate expenses to
the extent that it purchases shares of other investment companies.

Other Investment Strategies. In seeking its objective, the Fund can also use the
investment techniques and strategies described below. The Manager might not
always use all of the different types of techniques and investments described
below. These techniques have risks, although some are designed to help reduce
overall investment or market risks.

High-Yield, Lower-Grade Debt Securities of U.S. Issuers. The Fund can
purchase a variety of lower-grade, high-yield debt securities of U.S. issuers,
including bonds, debentures, notes, preferred stocks, loan participation
interests, structured notes, and asset-backed securities, among others, to seek
high current income. The Fund has no requirements as to the maturity of the debt
securities it can buy, or as to the market capitalization range of the issuers
of those securities. There are no restrictions on the amount that the Fund may
invest in debt securities below investment grade. However, the Fund limits its
investments in debt securities to those rated "B" or higher or, if unrated,
deemed to be of comparable quality by the Manager. While securities rated Baa by
Moody's or BBB by Standard & Poor's are considered "investment grade," they have
some speculative characteristics.

Although investment-grade securities are subject to risks of
non-payment of interest and principal, lower-grade debt securities, whether
rated or unrated, have greater risks than investment-grade securities. They may
be subject to greater market fluctuations and risk of loss of income and
principal than investment-grade securities. There may be less of a market for
them and therefore they may be harder to sell at an acceptable price. There is a
relatively greater possibility that the issuer's earnings may be insufficient to
make the payments of interest and principal due on the bonds. These risks mean
that the Fund may not achieve the expected income from lower-grade securities,
and that the Fund's net asset values per share may be affected by declines in
value of these securities.

Foreign Securities. The Fund can invest in U.S. dollar-denominated
Senior Loans and can buy debt securities of governments and companies in
countries that the Manager deems to be developed countries. Not more than 20% of
the Fund's total assets may be invested in foreign securities, including Senior
Loans. While foreign securities offer special investment opportunities, there
are also special risks that can reduce the Fund's share prices and returns.

The change in value of a foreign currency against the U.S. dollar will
result in a change in the U.S. dollar value of securities denominated in that
foreign currency. Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign securities as foreign
currency values change against the U.S. dollar. Foreign investing can result in
higher transaction and operating costs for the Fund. Foreign issuers are not
subject to the same accounting and disclosure requirements that U.S. companies
are subject to. The differences in foreign laws affecting creditors' rights may
pose special risks in the case of Senior Loans and other loans to foreign
borrowers.

The value of foreign investments may be affected by exchange control
regulations, expropriation or nationalization of a company's assets, foreign
taxes, delays in settlement of transactions, changes in governmental economic or
monetary policies in the U.S. or abroad, or other political and economic
factors. The Fund may experience difficulty in repatriating foreign assets to
the U.S. The Fund will not invest in securities of issuers in developing or
emerging market countries.

Zero-Coupon and "Stripped" Securities. Some of the government and
corporate debt securities the Fund can buy are zero-coupon obligations that pay
no interest. These securities are issued at a substantial discount from their
face value. "Stripped" securities are the separate income or principal
components of a debt security. Some collateralized loan obligations may be
stripped, with each component having a different proportion of principal or
interest payments. One class might receive all the interest and the other all
the principal payments.

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

The values of interest-only securities are also very sensitive to
prepayments of underlying obligations. When prepayments tend to fall, the timing
of the cash flows to principal-only securities increases, making them more
sensitive to changes in interest rates. The market for some of these securities
may be limited, making it difficult for the Fund to dispose of its holdings at
an acceptable price. The Fund can invest up to 20% of its total assets in
zero-coupon securities issued by either the U.S. government or U.S. companies.

Derivative Investments. The Fund can invest in a variety of
"derivative" investments, including futures contracts, put and call options,
forward contracts, options on futures and broadly-based securities indices,
interest rate swaps, currency swaps, total return swaps and structured notes. In
general terms, a derivative investment is an investment contract whose value
depends on (or is derived from) the value of an underlying asset, interest rate
or index. The Fund may use strategies with derivative instruments to hedge the
Fund's portfolio against price fluctuations. The Fund may also use derivative
investments because they offer the potential for a reduction of interest rate
risk (by reducing the effective maturity of an obligation). The Fund will not
use derivative instruments for speculative purposes. The Fund has established
limits on its use of derivative instruments. The Fund is not required to use
them in seeking its goal, and currently does not use them to a significant
degree.

o Options, Futures and Options on Futures. The Fund can buy and sell
options, futures contracts and options on futures contracts for a
number of purposes. It might do so to try to manage its exposure to
the possibility that the prices of its portfolio securities may
decline, or to establish a position in the securities market as a
temporary substitute for purchasing individual securities. It might do
so to try to manage its exposure to changing interest rates. The Fund
will use them only as a means to hedge or manage the risks associated
with the assets it holds, or in anticipation of buying or selling
assets. Writing covered call options could be used to provide income
to the Fund for liquidity purposes or to raise cash to distribute to
shareholders.

o Forward Contracts. Forward contracts can be used to try to manage
foreign currency risks on the Fund's foreign investments. Foreign
currency options may be used to try to protect against declines in the
dollar value of foreign securities the Fund owns, or to protect
against an increase in the dollar cost of buying foreign securities.

o Interest Rate Swaps, Currency Swaps and Total Return Swaps. Interest
rate swaps involve the exchange by the Fund with another party of
their respective commitments or rights to pay or receive interest,
such as an exchange of fixed rate payments for adjustable rate
payments on Senior Loans. For example, if the Fund holds a Senior Loan
with an interest rate that is adjusted only twice a year, it might
swap the right to receive interest at that adjustable rate payments on
that rate for the right to receive interest at a rate that is adjusted
every week. In that case, if interest rates rise, the increased
interest received by the Fund would help offset a decline in the value
of the Senior Loan. On the other hand, if interest rates fall, the
Fund's benefit from falling interest rates would decrease.

Foreign currency swaps involve the exchange by the Fund and a
counterparty of the right to receive foreign currency for the
right to receive U.S. dollars. The relative amounts of the
currencies to be received by each party are fixed at the time the
swap is entered into. This locks in the right of the parties to
receive a predetermined amount of a particular currency. The Fund
may use these swaps to try to protect against fluctuations in
exchange rates as to the currencies in which its foreign
investments are denominated.

In addition, the Fund can invest in total return swaps with
appropriate counterparties. Total return swaps involve the payment
by the Fund of a floating rate of interest in exchange for the
total rate of return on a Senior Loan. For example, instead of
investing in a particular Senior Loan, the Fund could instead
enter into a total return swap and receive the total return of the
Senior Loan, in return for a floating rate payment to the
counterparty.

Under a swap, the Fund typically pays a fee determined by
multiplying the face value of the swap agreement by an agreed-upon
interest rate. If the value of the underlying asset declines over
the term of the swap, the Fund would be required to pay the dollar
value of that decline to the counterparty in addition to the swap
fees. The Fund intends to invest in swap transactions only if they
are exempt from regulation by the Commodity Futures Trading
Commission under the Commodity Exchange Act.

The risk of loss with respect to interest rate swaps and total
return swaps is limited to the current market value of the hedge
at the time of its expiration or termination. If the other party
to a swap defaults, then the Fund's risk of loss consists of the
market value of the cost of replacement. The Manager will evaluate
the creditworthiness of interest rate swap counterparties.

There is no central exchange or market for swap transactions
and therefore they are less liquid investments than
exchange-traded instruments. If the Fund were to sell a swap it
owned to a third party, the Fund would still remain primarily
liable for the obligations under the swap contract.

o "Structured" Notes. The Fund can buy "structured" notes, which are
specially-designed derivative debt investments. Their principal
repayments or interest payments are linked to the value of an
index (such as a currency or securities index) or commodity. The
terms of the instrument may be "structured" by the purchaser (the
Fund) and the borrower issuing the note.

The principal and/or interest payments depend on the
performance of one or more other securities or indices, and the
values of these notes will therefore fall or rise in response to
the changes in the values of the underlying security or index.
These notes are subject to both credit and interest rate risks and
therefore the Fund could receive more or less than it originally
invested when the notes mature, or it might receive less interest
than the stated coupon payment if the underlying investment or
index does not perform as anticipated. Structured notes may have
volatile values and they may have a limited trading market, making
it difficult for the Fund to sell its investment at an acceptable
price.

o Risks of Derivative Instruments. Markets underlying securities and
indices may move in a direction not anticipated by the Manager.
Interest rate and stock market changes in the U.S. and abroad may
also influence the performance of derivatives. As a result of
these risks the Fund could realize less principal or income from
the investment than expected. The Fund may hold derivative
investments that are illiquid.

Options trading involves the payment of premiums and has
special tax effects on the Fund. There are also special risks in
particular hedging strategies. For example, if a covered call
written by the Fund is exercised on an investment that has
increased in value, the Fund will be required to sell the
investment at the call price and will not be able to realize any
profit if the investment has increased in value above the call
price. In writing a put, there is a risk that the Fund may be
required to buy the underlying security at a disadvantageous
price.

If the Manager used a hedging instrument at the wrong time or
judged market conditions incorrectly, the strategy could reduce
the Fund's return and share prices. The Fund could also experience
losses if the prices of its futures and options positions were not
correlated with its other investments or if it could not close out
a position because of an illiquid market.

Temporary Defensive Investments. In times of unstable market or
economic conditions, the Fund can invest up to 100% of its assets in temporary
defensive investments. These would ordinarily be short-term U.S. government
securities, highly-rated commercial paper, bank obligations or repurchase
agreements. To the extent the Fund invests defensively in these securities, it
might not achieve the primary aspect of its investment objective, high current
income.

Borrowing. The Fund can borrow money in amounts up to 33 1/3% of the
value of its total assets at the time of the borrowings. The Fund may borrow
money to finance share repurchases during Repurchase Offers and to finance the
purchase of additional investments (a technique referred to as "leverage"). The
Fund might borrow for leverage to attempt to maintain the desired level of
investment in Senior Loans after accounting for anticipated cash flow from
prepayments of Senior Loans, the sale of Fund shares, cash outflows to fulfill
settlement obligations (including obligations under revolving Senior Loans to
fund additional commitments) and repurchase of Fund shares.

The Fund might borrow to acquire additional investments when the
Manager believes that the interest payments and costs associated with borrowing
will not exceed the total return on the investments acquired with those
borrowings. However, the success of that type of leverage strategy depends on
the Manager's ability to predict correctly interest rate and market movements,
and there is no assurance that a leveraging strategy will be successful. Unless
the income and appreciation, if any, on assets acquired with borrowed funds
exceed the costs of borrowing, the use of leverage will reduce the Fund's
investment performance compared to what it would have been without leveraging.
The Fund can also borrow money in anticipation of cash flows in and out of the
Fund. The Fund may obtain a line of credit from a financial institution.
Typically, that type of line of credit will bear interest at a floating rate.

This policy is not fundamental, and the Trustees may change this policy
without shareholder approval. The Fund will not purchase additional portfolio
securities at any time that borrowings exceed 5% of the Fund's total assets
(excluding the amount borrowed). Borrowing money involves transaction and
interest costs. The Fund may pay a commitment fee or other fee to maintain a
line of credit, and will pay interest on amounts it borrows. These costs can
reduce the income the Fund has available for distribution to investors.

Under the Investment Company Act, the Fund may not incur indebtedness
unless immediately after it incurs debt it has "asset coverage" of at least 300%
of the aggregate outstanding principal amount of the indebtedness. If the Fund
fails to meet that test, it may be restricted from declaring or paying
dividends. Failure to pay certain dividends could cause the Fund to fail to
qualify as a regulated investment company, which could make the Fund liable for
income and excise taxes. The Fund may be required to dispose of portfolio
investments on unfavorable terms if market fluctuations reduce its asset
coverage to less than 300%.

Lending Portfolio Securities. To raise cash for liquidity purposes or
income, the Fund can lend its portfolio securities to brokers, dealers and other
types of financial institutions under procedures approved by the Fund's Board of
Trustees and administered by the Manager. These loans are limited to not more
than 25% of the value of the Fund's total assets. The Fund currently does not
intend to lend 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 value of
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.

Performance Information

Explanation of Performance Terminology. The Fund uses a variety of terms to
illustrate its performance. These terms include "dividend yield," "average
annual total return," and "cumulative total return." The Statement of Additional
Information contains an explanation of how yields and total returns are
calculated. You can obtain current performance information for the Fund by
calling the Fund's Transfer Agent at 1.800.525.7048 or by visiting the
OppenheimerFunds Internet web site at www.oppenheimerfunds.com.

How the Fund Is Managed

The Board of Trustees. The Fund is governed by a Board of Trustees,
which is responsible for protecting the interests of shareholders
under Massachusetts law. The Board is elected by shareholders and
meets periodically throughout the year to oversee the Fund's business,
review its performance, and review the actions of the Manager.
"Trustees and Officers of the Fund" in the Statement of Additional
Information identifies the Trustees and officers of the Fund (who are
elected by the Trustees) and provides more information about them.

The Manager. The Fund's Manager, OppenheimerFunds, Inc., chooses the Fund's
investments and handles its day-to-day business. The Manager selects the Fund's
portfolio securities and the brokers through which the Fund executes its
portfolio transactions, furnishes offices, facilities, and equipment, and
provides the services of its employees to carry out the Fund's business and
regulatory filings. The Manager performs its duties, subject to the policies
established by the Fund's Board of Trustees, under an Investment Advisory
Agreement that states the Manager's responsibilities. The Agreement sets the
fees paid by the Fund to the Manager and describes the expenses that the Fund is
responsible to pay to conduct its business. For example, the Fund pays for its
own brokerage costs, and custodian, transfer agent, accounting and legal fees.
The Agreement permits the Manager to employ broker-dealers that are affiliates
of the Fund or the Manager in executing the Fund's portfolio transactions.
However, it is expected that most of the Fund's portfolio transactions will be
principal trades at net prices, for which no broker-dealer is used.

The Manager has been an investment adviser since January 1960. The
Manager (including subsidiaries) managed private accounts and investment
companies, including other Oppenheimer funds, with assets of more than $125
billion as of September 30, 2000, and with more than 5 million shareholder
accounts. The Manager is located at Two World Trade Center, 34th Floor, New
York, New York 10048-0203. The Manager is wholly-owned by Oppenheimer
Acquisition Corp., a holding company ultimately controlled by Massachusetts
Mutual Life Insurance Company.

Portfolio Managers. The portfolio managers of the Fund since its inception in
September 1999 have been Arthur Zimmer and Joseph Welsh. Margaret Hui has been
an Associate Portfolio Manager of the Fund since October 1999. Mr. Zimmer is
also a Vice President of the Fund and a Senior Vice President of the Manager and
has been a portfolio manager with OppenheimerFunds since 1990. He also serves as
an officer and portfolio manager for other Oppenheimer funds.

Mr. Welsh is an Assistant Vice President of the Manager and of the Fund. He
joined the Manager in January 1995 as a high yield bond analyst. Prior to
joining the Manager, Mr. Welsh was a high yield bond analyst for W.R. Huff Asset
Management (from November 1991 to December 1994).

Ms. Hui is an Assistant Vice President of the Manager and of the Fund.
She joined the Manager in October 1999. Prior to that she was a Vice President -
Syndications of Sanwa Bank California (from January 1998 to September 1999).
From May 1990 to January 1998 she was a Vice President of Banque Nationale de
Paris.

Advisory Fees. Under the Investment Advisory Agreement, the Fund pays the
Manager an advisory fee at an annual rate that declines as the Fund's assets
grow: 0.75% of the first $200 million of average annual net assets 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 Manager has voluntarily agreed to reduce its management fee by
0.20% of average annual net assets. It can amend or terminate that voluntary
waiver at any time. That fee reduction has the effect of reducing the Fund's
overall expenses, thereby increasing its yield.

A b o u t Y o u r A c c o u n t

How to Buy Shares

How Do You Buy Shares? The Fund offers its Class A, its Class B and Class C
shares continuously at the respective offering price for each class of shares.
The Fund's shares are sold through the Fund's general distributor,
OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the Manager
(the "Distributor") on a "best-efforts" basis. That means the Distributor is not
required to sell a specific number of shares, and it does not make a market in
the Fund's shares.

You can buy shares several ways, as described below. The Distributor
may appoint servicing agents to accept purchase orders. The Distributor, in its
sole discretion, may reject any purchase order for the Fund's shares. Investors
considering purchase of shares of the Fund for retirement plan accounts from
which required minimum distributions must be taken starting at age 70 1/2 should
consider the limitations on repurchases of shares described in "Retirement
Plans," below.

o 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.

o Buying Shares Through the Distributor. Complete an OppenheimerFunds
New Account Application and return it with a check payable to
"OppenheimerFunds Distributor, Inc." Mail it to P.O. Box 5270,
Denver, Colorado 80217. If you do not list a dealer on the
application, 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.

You can also pay for shares you purchase through the
Distributor 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.

o Buying Shares Through OppenheimerFunds AccountLink. With
AccountLink, you pay for shares by electronic funds transfers from
your bank account. Shares are purchased for your account by a
transfer of money from your bank account through the Automated
Clearing House (ACH) system. You can provide those instructions
automatically, under an Asset Builder Plan, described below, or by
telephone instructions using OppenheimerFunds PhoneLink, also
described below. Please refer to "AccountLink," below for more
details.

o Buying Shares Through Asset Builder Plans. You may purchase shares
of the Fund (and up to four other Oppenheimer funds) automatically
each month from your account at a bank or other financial
institution under an Asset Builder Plan with AccountLink. Details
are in the Asset Builder Application and the Statement of
Additional Information.

How Much Must I 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. Subsequent purchases of at least
$25 can be made by telephone through AccountLink.
o Under retirement plans, such as IRAs, 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 visit
www.oppenheimerfunds.com), or reinvesting distributions from unit
investment trusts that have made arrangements with the Distributor.

At What Price Are Shares Sold? The Fund sells its shares at their offering
price, which is equal to the "net asset value" per share. The offering price
that applies to a purchase order is the net asset value per share next
calculated after the Distributor receives the purchase order at its offices in
Colorado, or after any agent appointed by the Distributor receives the order and
sends it to the Distributor.

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

o To buy shares at 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.

o 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 the Fund determines.

How the Fund Calculates its Net Asset Values. The Fund determines the
net asset value per share of a class of shares by dividing the value of the
Fund's net assets attributable to that class by the number of shares of that
class that are outstanding. To determine net asset values, the Fund's Board of
Trustees has established procedures to value the Fund's securities. For debt
securities traded in a recognized market, the valuations are, 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.

The Manager values Senior Loans (and other loans) held by the Fund for
which an active secondary market exists (in the opinion of the Manager) on the
basis of market value, which may include valuations provided by a pricing
service approved by the Board of Trustees. The pricing service may use "matrix"
comparisons to the prices of comparable loans on the basis of quality, yield and
maturity. Loans for which no reliable market valuations are available will be
valued by the Manager at fair value, following procedures established by the
Fund's Board of Trustees. In making such valuations, the Manager considers such
factors and data as:

(1) fundamental analytical data relating to the Senior
Loan, including the cost, size, current interest
rate and base lending rate of the Senior Loan, the terms and
conditions of the loan agreement and any related agreements, and
the position of the loan in the borrower's capital structure,
(2) the creditworthiness of the borrower based upon an evaluation of
its financial condition, financial statements and information
about its business, cash flows, capital structure and future
prospects;
(3) the nature, adequacy and value of the loan collateral,
(4) information relating to the market for the loan, including any
price quotations from reliable dealers for trading in interests
in similar loans,
(5) the market environment and investor attitude toward the loan
and similar loans,
(6) the reputation and financial condition of the agent and
any intermediate participants, and
(7) general economic and market conditions that the Manager believes
affect the fair value of the loan.

Because some foreign securities trade in markets and on exchanges that
operate on U.S. holidays and weekends, the value of some of the Fund's foreign
investments might change significantly on days when investors cannot buy shares.

What Classes of Shares Does the Fund Offer? The Fund has three 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 B.

o Class A Shares. Class A shares are not available for direct
purchase except by exchange of Class A shares of certain other
Oppenheimer funds or through "wrap" programs offered by financial
advisors that have a special agreement with the Distributor. Class
B shares automatically convert to Class A shares 72 months after
purchase. (See "Automatic Conversion of Class B Shares," below.)
Class A shares are sold at net asset value without sales charge
but Class A shares purchased by exchange may be subject to an
Early Withdrawal Charge (see "Class A Early Withdrawal Charge,"
below).

o Class B Shares. If you buy Class B shares, you pay no sales charge
at the time of purchase, but your shares will be subject to an
annual asset-based distribution fee. If you tender your shares for
repurchase and they are repurchased by the Fund within five years
after you originally bought them, normally you will pay an Early
Withdrawal Charge. That Early Withdrawal Charge varies depending
on how long you own your shares, as described in "How Can You Buy
Class B Shares?" below.

o Class C Shares. If you buy Class C shares, you pay no sales charge
at the time of purchase, but your shares will be subject to an
annual asset-based distribution fee. If you sell your shares within
12 months after your originally bought them, normally you will pay
an Early Withdrawal Charge of 1%, as described in "How Can You Buy
Class C Shares?" below.

Which Class of Shares Should You Choose? Once you decide that the Fund is an
appropriate investment for you, deciding which class of shares is best suited to
your needs depends on a number of factors that you should discuss with your
financial adviser. 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 asset-based sales charges and Early Withdrawal Charges on your
investment will vary your investment results over time.

The discussion below assumes you are not purchasing shares under a wrap
program and is not intended to be investment advice or a recommendation, because
each investor's financial considerations are different. The discussion below
assumes that you will purchase only one class of shares and not a combination of
shares of different classes. Of course, these examples are based on
approximations of the effects of current Early Withdrawal 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, after 72 months, Class B shares
convert to Class A shares, which have lower expenses than Class C shares.

o Investing for the Shorter Term. While the Fund is intended as a
long-term investment, if you have a relatively short-term investment
horizon (that is, you plan to hold your shares for less than six
years), you should probably consider purchasing Class C shares rather
than Class B shares. That is because of the effect of the Class B
Early Withdrawal Charge if you tender your shares for repurchase
within five years of buying them, as well as the effect of the Class B
asset-based distribution fee on the investment return for that class
in the short term. Class C shares might be the appropriate choice,
because the Early Withdrawal Charge does not apply to amounts you
tender for repurchase after holding them one year.

o Investing for the Longer Term. If you are investing for the
longer-term, and do not expect to need access to your money for five
years or more, Class B shares may be appropriate.

How Do Share Classes Affect Payments to My Broker? A financial advisor may
receive different compensation for selling one class of shares than for selling
another class. It is important to remember that Early Withdrawal Charges
compensate the Distributor for commissions and expense reimbursements 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.

Are There Any Early Withdrawal Charge Waivers? Appendix B to the Statement of
Additional Information details the conditions for the waiver of Early Withdrawal
Charges that apply in certain cases, or 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. The Class B and Class C Early Withdrawal
Charges are waived in the case of repurchases of shares owned by present and
former officers, directors, trustees or employees (and their "immediate
families" as that term is defined in Appendix B to the Statement of Additional
Information) of the Fund, the Manager and its affiliates, and retirement plans
established by them for their employees. To receive a waiver, you must advise
the Distributor when buying shares or the Transfer Agent when submitting a
repurchase request that the special conditions apply.

How Can You Buy Class A Shares? The Fund sells Class A shares at their current
net asset value without an initial sales charge. Class A shares may be acquired
only by advisors having special agreements with the Distributor for "wrap-fee"
accounts, or by exchange of Class A shares of certain other Oppenheimer funds
(as described in "How To Exchange Shares," below). Class B shares automatically
convert to Class A shares 72 months after purchase, as described below.

Class A shares of another Oppenheimer fund that were purchased subject
to the Class A contingent deferred sales charge of that fund and are still
subject to that Class A contingent deferred sales charge at the time of exchange
will become subject to the Fund's Class A Early Withdrawal Charge. If any of
those Class A shares of the Fund that are subject to the Class A Early
Withdrawal Charge are repurchased within 18 months of the end of the calendar
month of the original purchase date of the exchanged shares, an Early Withdrawal
Charge may be deducted from the repurchase proceeds. That Early Withdrawal
Charge will be equal to 1.00% of the lesser of (1) the aggregate net asset value
of the repurchased shares calculated at the Repurchase Pricing Date or (2) the
original net asset value of the repurchased shares.

How Can You Buy Class B Shares? The Fund sells Class B shares at their current
net asset value per share without an initial sales charge. However, if you
tender your Class B shares for repurchase in a Repurchase Offer and they are
accepted for repurchase within a holding period of five years from the end of
the calendar month of their purchase, the Fund will deduct an Early Withdrawal
Charge from the repurchase proceeds. The Class B Early Withdrawal Charge is used
to compensate the Distributor for its expenses in providing distribution-related
services to the Fund in connection with the sale of Class B shares.

The amount of the Early Withdrawal Charge will depend on the number of
years since you bought the shares and the dollar amount the Fund has
repurchased, according to the following schedule for the Class B Early
Withdrawal charge holding period:

Years Since the Date on Which the Purchase Order was Early Withdrawal Charge on Shares Accepted for
Accepted Repurchase in That Year (As % of Amount Subject to
Charge)
<S> <C>
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
0 - 1 3.0%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
1 - 2 2.0%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
2 - 3 1.5%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
3 - 4 1.5%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
4 - 5 1.0%
------------------------------------------------------------ ---------------------------------------------------------
------------------------------------------------------------ ---------------------------------------------------------
5 and following None
------------------------------------------------------------ ---------------------------------------------------------
</TABLE>

In the table, a "year" is a 12-month period. In applying the Early Withdrawal
Charge, all purchases are considered to have been made on the first regular
business day of the month during which the purchase was made. If your Class B
shares that are repurchased were acquired by exchange of Class B shares of
another Oppenheimer fund, they will be subject to the Class B contingent
deferred sales charge rate of the original fund, which may be higher than the
Early Withdrawal Charge rate of this Fund for a comparable holding period.

Automatic Conversion of Class B Shares. Class B shares automatically
convert to Class A shares 72 months after the end of the month in which 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 values of the two classes, and no Early Withdrawal Charge or
other charge is imposed. When Class B shares convert, any other Class B shares
that were acquired by reinvesting dividends and distributions on the converted
shares will also convert to Class A shares. For further information on the
conversion feature and its tax implications, see "Class B Conversion" in the
Statement of Additional Information.

How Can You Buy Class C Shares? The Fund sells Class C shares at net asset value
per share without an initial sales charge. However, if you tender your Class C
shares for purchase in a Tender Offer within a holding period of 12 months from
the end of the calendar month of their purchase, the Fund will deduct an Early
Withdrawal Charge of 1.0% from the repurchase proceeds. The Class C Early
Withdrawal Charge is used to compensate the Distributor for its expenses in
providing distribution-related services to the Fund in connection with the sale
of Class C shares.

Distribution and Service 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. The Fund
will pay this fee 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 will use 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 and Class C Shares. The Fund
has adopted Distribution and Service Plans for Class B and Class C shares to pay
the Distributor for its services and costs in distributing Class B and Class C
shares and servicing accounts. Under the plans, the Fund pays the Distributor a
distribution fee (which is deemed to be an "asset-based sales charge") of up to
0.75% of average annual net assets on Class B shares and on Class C shares. The
Board of Trustees has currently set that fee rate at 0.50% of average annual net
assets of the respective class per year under each plan but may increase it up
to 0.75% in the future. The Fund also pays the Distributor a service fee of
0.25% of average annual net assets under each plan.

The distribution fee and service fees increase Class B and Class C
expenses by 0.75% of the average annual net assets 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.

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

The Distributor currently pays a sales concession of 2.75% 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 that the
Distributor pays to the dealer at the time of sale of Class B shares is
therefore 3.00% of the purchase price. The Distributor retains the Class B
distribution fee.

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

Special Investor Services

AccountLink. You can use the OppenheimerFunds 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 repurchase 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 the Fund has
established your account. You can then purchase shares in amounts up to $250,000
through a telephone representative. To do so, call the Distributor at
1.800.852.8457. The Fund will debit the purchase payment from your bank account.

You should request AccountLink privileges on your purchase Application
or your dealer's settlement instructions if you buy your shares through a
dealer. You can also establish AccountLink privileges after you open your Fund
account 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, you can
change any bank account information by providing 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. You may use PhoneLink 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 request exchanges of your Fund shares by phone to
another OppenheimerFunds account you have already established by calling the
special PhoneLink number. You can exchange shares only in connection with a
repurchase through a Repurchase Offer, described below.

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
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.

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

o Individual Retirement Accounts (IRAs). These include regular IRAs,
Roth IRAs, SIMPLE IRAs, rollover IRAs and Education IRAs.

o SEP-IRAs. These are Simplified Employee Pensions Plan IRAs for
small business owners or self-employed individuals.

o 403(b)(7) Custodial Plans. These are tax-deferred plans for
employees of eligible tax-exempt organizations, such as schools,
hospitals and charitable organizations.

The Fund's shares are not offered to 401(k) plans or other
profit-sharing or pension plans. Please call the Distributor for
OppenheimerFunds retirement plan documents, which include applications and
important plan information.

Special Considerations for Retirement Plan Investors. Unlike shares of
an open-end fund, the Fund's shares are not redeemable daily, and unlike
traditional closed-end funds, the Fund has not registered its shares on an
exchange. Therefore there is no market on which the Fund's shares can be readily
sold. Although the Fund has adopted a policy of making quarterly Repurchase
Offers, they may not provide retirement plan investors with the degree of
liquidity they may need to make mandatory retirement plan distributions after
age 70 1/2. Even during a Repurchase Offer, a retirement plan investor might not
be able to have all of the shares repurchased that are necessary to meet minimum
distribution requirements. Because of the limited liquidity of Fund shares, the
Fund may not be appropriate for 401(k), pension, or profit-sharing plans and is
normally not offered to those plans. Other retirement plan investors may wish to
consider limiting the amount of their retirement plan assets that are invested
in the Fund.

Periodic Repurchase Offers

The Fund has adopted repurchase policies, described below. Each
quarter, the Fund intends to make a "Repurchase Offer," to repurchase a portion
of the Fund's outstanding shares from shareholders. The Repurchase Offers are
designed to provide some liquidity for Fund investors who wish to sell some or
all of their shares, because currently there is no secondary market for the
Fund's shares, and it is not anticipated that a secondary market will develop. A
secondary market is a market, exchange facility or system for quoting bid and
asked prices where investors can readily buy and sell securities after their
initial distribution. Without a secondary market, Fund shares are not liquid,
which means that you may not be able to readily sell them.

For purposes of Repurchase Offers, all of the Fund's classes of shares
are considered to be a single class, and Repurchase Offers are not pro-rated
among the classes of shares. The Fund normally will repurchase shares that are
tendered by the Repurchase Request Deadlines and accepted for repurchase at the
net asset values per share determined as of the Fund's close of business (which
is the close of business of The New York Stock Exchange, normally 4:00 p.m.) on
the Repurchase Pricing Date. The Repurchase Pricing Date is normally expected to
be the regular business day that is the Repurchase Request Deadline. That is the
day the Repurchase Offer ends, and under SEC regulations may not be more than 14
days after the Repurchase Request Deadline (or the next business day if the l4th
day is not a business day), as described below.

Repurchase Offer Notices. The Fund will send shareholders a written notification
of each Repurchase Offer. The Fund will send the notification to shareholders at
least 21 days but not more than 42 days before the Repurchase Request Deadline
for a Repurchase Offer. The notification will include information about the
Repurchase Offer, including:

o the percentage of the Fund's shares to be repurchased (the
"Repurchase Amount") o how you may request the Fund to repurchase
your shares o the Repurchase Request Deadline, which is the date
that the Repurchase Offer ends and the date by which the Transfer
Agent must receive your repurchase request

o the Repurchase Pricing Date, which is the day the Fund
calculates the net asset values per share that apply to shares
repurchased in a Repurchase Offer, and

o the Repurchase Payment Deadline, which is the date by which the
Fund will send the payment to shareholders for Fund shares
accepted for repurchase. That date will be not more than 7 days
after the Repurchase Pricing Date.

A shareholder may tender all or some of his or her shares for
repurchase. There is no minimum number of shares that must be tendered. You may
withdraw or change a Repurchase Request at any time up until the Repurchase
Request Deadline for a particular Repurchase Offer, but not after that date. The
Repurchase Request Deadline will be strictly observed.

Repurchase Request Deadline. The Fund's Board of Trustees will
establish the Repurchase Request Deadline for each Repurchase Offer based on
factors such as market conditions, the level of the Fund's assets and
shareholder servicing considerations. It is anticipated that the Repurchase
Request Deadline for each quarterly Repurchase Offer will be the close of
business on the last regular business day of January, April, July and October.

Repurchase Pricing Date. The repurchase price of the Fund's shares for
a particular Repurchase Offer will be the net asset value determined as of the
close of The New York Stock Exchange on the Repurchase Pricing Date for that
Offer. The Fund anticipates that the Repurchase Pricing Date for an Offer
normally will be the same date as the Repurchase Request Deadline for that
offer. In that case, the Fund will set the Repurchase Request Deadline for a
time no later than the close of The New York Stock Exchange on that date. The
Fund, however, may choose to make the Repurchase Pricing Date for a Repurchase
Offer as many as 14 days after the Repurchase Request Deadline for that Offer.
If that day is not a regular business day, then the Repurchase Pricing Date for
that Offer will be the following regular business day.

The Fund does not presently plan to deduct any special servicing or
repurchase fees from the repurchase proceeds (other than any applicable Early
Withdrawal Charges.) However, in the future the Board of Trustees may determine
to impose a repurchase fee payable to the Fund to help it defray its expenses of
making Repurchase Offers. If that fee is imposed, it may not exceed 2% of the
repurchase proceeds.

Repurchase Payment Deadline. The Fund will pay repurchase proceeds in
cash, usually within seven days after each Repurchase Pricing Date. The payment
date is referred to as the "Repurchase Payment Deadline."

Repurchase Offer Amounts. Each quarter, the Fund's Board, in its sole
discretion, will determine the number of shares that the Fund will offer to
repurchase (the "Repurchase Offer Amount") for a particular Repurchase Offer.
The Repurchase Offer Amount will be at least 5% but not more than 25% of the
total number of shares of all classes of the Fund (in the aggregate) outstanding
on the Repurchase Request Deadline. If shareholders tender more than the
Repurchase Offer Amount for a particular Repurchase Offer, the Fund may
repurchase up to an additional 2% of the shares outstanding on the Repurchase
Request Deadline.

Oversubscribed Repurchase Offers. The Fund may not be able to
repurchase the entire amount of shares a shareholder has tendered in a
Repurchase Request for a particular Repurchase Offer if the aggregate tenders
exceed the Repurchase Offer Amount. If shareholders tender more shares than the
Fund has decided to repurchase, the Fund will repurchase the tendered shares on
a pro-rata basis, rounded down to the nearest full share. If you tender fewer
than 100 shares, however, the Fund may decide to accept all of those shares
before repurchasing shares tendered by other shareholders on a pro-rata basis.

If a Repurchase Offer is oversubscribed, shareholders may be unable to
liquidate some or all of their investment during that Repurchase Offer. In that
case, the shareholder may have to wait until a later Repurchase Offer to tender
shares for repurchase and would be subject to the risk of share price
fluctuations during that period. There is a risk that because of the potential
for pro-ration, some investors might tender more shares than they wish to have
repurchased to try to ensure the repurchase of at least some shares.

Fundamental Policies on Repurchases. The following policies of the Fund
concerning Repurchase Offers are fundamental, which means that the Board of
Trustees cannot change these policies without the vote of the holders of a
"majority of the fund's outstanding voting securities," as that term is defined
in the Investment Company Act:
o Periodic Repurchase Offers. The Fund will make periodic Repurchase
Offers, pursuant to Rule 23c-3 under the Investment Company Act
(as that Rule may be amended from time to time).
o Repurchase Request Deadline. Repurchase Offers shall be made at
periodic intervals of three months between Repurchase Request
Deadlines. The Repurchase Request Deadlines will be at the time on
a regular business day (normally the last regular business day) in
the months of January, April, July and October to be determined by
the Fund's Board of Trustees.
o Repurchase Pricing Date. The Repurchase Pricing Date for a
particular Repurchase Offer shall be not more than 14 days after
the Repurchase Request Deadline for that Repurchase Offer. If that
day is not a regular business day, then the Repurchase Pricing
Date will be the following regular business day.

Other Repurchase Policies. Other policies in this Prospectus describing
Repurchase Offers and related procedures are not fundamental, which means that
the Board can change them without approval of shareholders. The Fund's Board of
Trustees may establish other policies for repurchases of shares that are
consistent with the Investment Company Act and other relevant laws and
regulations. For example, once every two years, the Board may, if it chooses,
make an additional Repurchase Offer to repurchase shares in addition to regular
quarterly Repurchase Offers.

Special Considerations and Risks of Repurchases. In addition to the limitations
and risks discussed elsewhere in this Prospectus, there are a number of other
factors affecting Repurchase Offers that investors should consider, as
summarized below:

o Early Withdrawal Charges. You may be subject to Early
Withdrawal Charges if the Fund repurchases your Class B shares
within 5 years after the end of the month in which you purchased
them or repurchases your Class C shares within 1 year after the
end of the month in which you purchased them. You may be subject
to an Early Withdrawal charge on Class A shares that are
repurchased if those shares were acquired by exchange of Class A
shares of another Oppenheimer fund that were originally purchased
subject to a Class A contingent deferred sales charge and are
repurchased by the Fund within 18 months of the end of the
calendar month in which the original purchase occurred (see "How
Early Withdrawal Charges Affect Repurchases," below).

o Borrowing. The Fund intends to raise cash to repurchase shares by
the sale of liquid portfolio securities or the use of cash on
hand. The Fund may borrow money to finance the repurchase of
shares in Repurchase Offers, subject to its investment
restrictions on borrowing. Interest on the borrowings may increase
the Fund's expenses and reduce the Fund's net investment income
for shareholders who do not tender their shares for repurchase.
See "Investment Restrictions" in the Statement of Additional
Information.

o Differences Between Market Value and Net Asset Value. If a
secondary market were to develop for the Fund's shares, the shares
could, at times, trade in that market at a discount from the net
asset value per share. A number of factors could cause those
differences, including the relative demand for and supply of
shares and the performance of the Fund. The Fund's policy of
making quarterly Repurchase Offers for shares at net asset value
might not alleviate the discount of the market price from net
asset value per share.

o Decrease in Fund Assets. Although the Board believes that the
Fund's policy of making quarterly Repurchase Offers will generally
benefit shareholders by providing liquidity, the repurchase of
shares could cause the Fund's total assets to decrease unless
offset by new sales of shares. The Fund's expense ratio might
therefore increase as a result of repurchases. Repurchase Offers
might also decrease the Fund's investment flexibility, in part
because of the Fund's need to hold liquid assets to satisfy
repurchase requests. The impact may depend on the number of shares
that the Fund repurchases and the ability of the Fund to sell
additional shares.

o Asset Coverage for Borrowings. Repurchases of Fund shares may
significantly reduce the asset coverage for any Fund borrowings.
The Fund may not repurchase shares if the repurchase results in
its asset coverage levels falling below the requirements of the
Investment Company Act. As a result, in order to be able to
repurchase shares tendered, the Fund may be forced to repay all or
a part of its outstanding borrowings to maintain the required
asset coverage.

o Forced Sale of Portfolio Securities. During the period from
notification to shareholders of a Repurchase Offer until the
Repurchase Pricing Date, the Fund will maintain liquid assets
equal to 100% of the Repurchase Offer Amount. The Fund intends to
finance Repurchase Offers with cash on hand, cash raised through
borrowings, or the sale of portfolio securities. To complete a
Repurchase Offer, the Fund might be required to sell portfolio
securities to raise cash. This might cause the Fund to realize
gains or losses at a time when the Manager would otherwise not
want the Fund to do so. It might increase portfolio turnover and
the Fund's portfolio transaction expenses, reducing the Fund's
net income to distribute to shareholders.

o Alternative Means to Provide Liquidity to Shareholders. The Board
may consider other means to provide liquidity for shareholders if
Repurchase Offers do not enable the Fund to repurchase the amount
of shares tendered by shareholders. Those actions might include
evaluating any secondary market that may exist for shares and
determining whether that market provides liquidity for
shareholders. The Board might consider all available options to
provide liquidity. One possibility that the Board may consider is
listing the shares on a major domestic stock exchange or arranging
for the quotation of shares on an over-the-counter market.

o Taxes. The Fund's repurchase of shares is a taxable event to the
tendering shareholder. See "Dividends, Capital Gains and Taxes." Suspension or
Postponement of Repurchase Offers. The Fund may postpone or suspend Repurchase
Offers, but only in accordance with certain regulatory requirements. A
postponement or suspension may occur only if approved by a vote of a majority of
the Board of Trustees, including a majority of the Independent Trustees. The
Fund will send shareholders a notice if there is a suspension or postponement of
a Repurchase Offer and if an Offer is renewed after a suspension or
postponement. A suspension or postponement may be done only in limited
circumstances. These circumstances include the following:

o If the repurchase of shares would cause the Fund to lose its
status as a regulated investment company under Subchapter M of the
Internal Revenue Code,
o During an emergency that makes it impractical for the Fund to
dispose of securities it owns or to determine the Net Asset Values
of the Fund's shares,
o During other periods that the SEC permits the suspension or
postponement of offers by the Fund for the protection of its
shareholders,
o If the Fund's shares were to be listed on a stock exchange or are
quoted on an inter-dealer quotation system of a national
securities association (such as Nasdaq) and the repurchase would
cause the shares to lose that listing or quotation, or
o During any period in which The New York Stock Exchange or any
other market on which the Fund's portfolio securities are traded
is closed (other than customary weekend or holiday closings) or
trading in those markets is restricted.

Repurchase Procedures. You can tender some or all of your Fund shares for
repurchase after you receive Notification of a Repurchase Offer. You can tender
shares by written instructions or by telephone. Your Repurchase Request must be
received by the Fund's Transfer Agent by its close of business on the Repurchase
Request Deadline. That deadline will be enforced strictly and if your request is
not received by that time, you will have to wait until the next Repurchase Offer
is made to tender your shares for repurchase.

Your Repurchase Request must be in proper form (which means that it
must comply with the procedures described below) and must first be accepted by
the Fund, as described above. If you have questions about any of these
procedures, and especially if you are tendering 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.

If your repurchase request is for a dollar value rather than a
specified number of shares, and if the Fund would be required to repurchase
shares subject to an Early Withdrawal Charge to meet your request, the Fund will
treat the request as a request to provide you with the net proceeds you have
requested after payment of the Early Withdrawal Charge and will repurchase an
additional number of shares to pay the Early Withdrawal Charge (assuming that
your request is accepted).

Certain Requests Require a Signature Guarantee. To protect you and the
Fund from fraud, the following repurchase 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 have the Fund repurchase shares worth $100,000 or
more and send you a check o The check for the repurchase is not
payable to all shareholders listed on the account statement

o The repurchase check is not sent to the address of record on
your account statement

o Your shares are being transferred to the name of a different
owner o Shares are being tendered for repurchase by someone (such
as an Executor) other than the owners listed in the account
registration

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, or

o a foreign bank that has a U.S. correspondent bank, or

o a U.S. registered dealer or broker in securities, municipal
securities or government securities, or

o a U.S. national securities exchange, a registered securities
association or a clearing agency. If you are signing on behalf of
a corporation, partnership or other business or as a fiduciary,
you must also include your title in the signature.

Retirement Plan Accounts. There are special procedures to tender shares
held 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 repurchase 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 repurchase of the Fund shares in your plan account.

Sending Repurchase Proceeds by Wire. While the Fund normally sends your
money by check, you can arrange to have the proceeds of repurchased shares sent
by Federal Funds wire to a bank account you designate. The account must be at a
commercial bank that is a member of the Federal Reserve wire system. The minimum
amount you can have sent by wire is $2,500. There is a $10 fee for each wire. To
find out how to set up this feature on your account or to arrange a wire, call
the Transfer Agent at 1.800.852.8457.

How Do You Tender Shares for Repurchase by Mail? You can use the
Fund's Repurchase Request Form or you can write a letter to the Transfer
Agent 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 you request to be repurchased o Any special payment instructions o
The signatures of all registered owners exactly as listed in the account
statement, and o Any special documents requested by the Transfer Agent to
assure proper authorization of the person asking the Fund to repurchase the
shares (such as Letters Testamentary of an Executor).

Use the following address for requests by mail:
OppenheimerFunds Services
P.O. Box 5270
Denver, Colorado 80217-5270

Send courier or express mail requests to:
OppenheimerFunds Services
10200 E. Girard Avenue, Building D
Denver, Colorado 80231

Can You Submit Repurchase Requests by Telephone? You and your dealer
representative of record may also submit Repurchase Requests by telephone. You
may not submit Repurchase Requests by telephone for Fund shares held in an
OppenheimerFunds retirement plan account.

o To request repurchase through a service representative, call
1.800.852.8457

o To request repurchase 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 Repurchase Requests Submitted by Telephone? If you
request payment by check, you may request repurchase of up to $100,000 by
telephone in a single Repurchase Offer. 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.

There are no dollar limits on repurchase requests submitted by
telephone if you have the proceeds sent to a bank account you designate when you
establish AccountLink. Normally the ACH transfer to your bank is initiated on
the business day after the Repurchase Payment Deadline. You do not receive
dividends on the proceeds of the shares while they are waiting to be
transferred.

How Early Withdrawal Charges Affect Repurchases. If you purchase shares subject
to Class A, Class B or Class C Early Withdrawal Charges and those shares are
accepted for repurchase during the applicable holding period for the class of
shares, the Early Withdrawal Charge will be deducted from the repurchase
proceeds, unless you are eligible for a waiver of that charge based on the
categories listed in Appendix B to the Statement of Additional Information and
advise the Transfer Agent of your eligibility for the waiver when you submit
your repurchase request.

The Early Withdrawal Charge will be based on the lesser of the net
asset value of the repurchased shares at the time of repurchase or the original
net asset value. The Early Withdrawal Charge is not imposed on: o the amount of
your share 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 repurchased in the special circumstances described in
Appendix B to the Statement of Additional Information.

To determine whether an Early Withdrawal Charge applies to a
repurchase, the Fund repurchases 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.

Early Withdrawal 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 Early Withdrawal Charge holding period, the holding period
will carry over to the fund whose shares you acquire. Similarly, if you acquire
shares of this Fund by exchanging shares of another Oppenheimer fund that are
still subject to a contingent deferred sales charge holding period, that holding
period will carry over to this Fund.

Reinvestment Privilege. If the Fund repurchases some or all of your Class A or
Class B shares of the Fund, you have up to six months to reinvest all or part of
the repurchase proceeds in Class A shares of one of the other Oppenheimer mutual
funds without paying sales charge. This privilege applies only to Class A shares
you acquired by conversion of Class B shares and Class A and B shares on which
you paid an Early Withdrawal Charge when you tendered them for repurchase. You
may not reinvest repurchase proceeds in Class A shares of this Fund. This
privilege does not apply to Class C shares. You must be sure to ask the
Distributor for this privilege when you send your payment.

How to Exchange Shares

o You may exchange shares of the Fund for shares of certain
Oppenheimer funds at net asset value per share at the time of
exchange, without a sales charge. You may exchange your shares of
the Fund only in connection with a quarterly Repurchase Offer. To
exchange shares, you must meet several conditions:

o Your request must comply with the terms of the Repurchase
Offer.

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 Fund shares for at least seven days before
the Repurchase Request Deadline before you can exchange them in a
Repurchase Offer.

o You must meet the minimum purchase requirements for the fund
whose shares you purchase by exchange.

o Before exchanging into a fund, you must obtain and read its
Prospectus.

You may exchange shares of a particular class of the Fund only for
shares of the same class in the other Oppenheimer funds. For example, you can
exchange Class B shares of this Fund only for Class B shares of another
Oppenheimer fund. You may acquire Class B or Class C shares of this Fund by
exchange only of the same class of another Oppenheimer fund. Class A shares of
this Fund may be acquired by exchange of Class A shares of other Oppenheimer
funds (except Oppenheimer Cash Reserves and Oppenheimer Money Market Fund, Inc.)
If any Class A shares of another Oppenheimer fund that are exchanged are subject
to the Class A contingent deferred sales charge of that fund at the time of
exchange, they will be subject to the Fund's Class A Early Withdrawal Charge if
they are repurchased prior to the end of the 18th month after the end of the
calendar month in which the exchanged Class A shares were originally purchased .

In some cases, sales charges may be imposed on exchange transactions.
For tax purposes, exchanges of shares are treated as 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? When you receive notice of a
Repurchase Offer, you may submit your exchange request in writing
or by telephone.

Written Exchange Requests. The Transfer Agent must receive your
OppenheimerFunds Exchange Request form (or a letter of instructions) requesting
an exchange, signed by all owners of the account, before the Repurchase Request
Deadline for a Repurchase Offer. Send it to the Transfer Agent at the address on
the inside back cover of this Prospectus.

Telephone Exchange Requests. You can submit exchange requests by
telephone. Either call a service representative at 1.800.852.8457 or use
PhoneLink by calling 1.800.533.3310. You can make telephone exchanges only
between accounts that are registered in the same name(s) and address.

Are There Limitations on Exchanges? There are certain exchange policies you
should be aware of:

o The Transfer Agent must receive your exchange request no later
than the close of business (normally 4:00 p.m.) on the Repurchase
Request Deadline.

o The Fund is not an appropriate investment for investors who are
(or use) market timers. 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 will provide you notice whenever it is
required to do so by applicable law, but it may impose changes at
any time for emergency purposes.

o If the Transfer Agent cannot exchange all the shares you
request because of a restriction cited above, only the shares
eligible for exchange will be exchanged, and if a Repurchase
Offer is oversubscribed, it is possible that only a pro-rata
amount of your shares may be exchanged.

Shareholder Account Rules and Policies

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

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

Share Certificates. Share certificates are not available.

Telephone Transaction Privileges. The Fund may modify, suspend or terminate
Telephone Transaction Privileges 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.

Recording of Calls. The Transfer Agent will record telephone calls to verify
data concerning transactions. It 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 they
reasonably believe to be genuine.

Requests Must Be In Proper Form. The Transfer Agent will not honor any requests
to repurchase or exchange shares in a Repurchase Offer unless it receives all
required documents in proper form by the Repurchase Request Deadline.

Networking Arrangements. Dealers that can perform account transactions for their
clients by participating in Networking through the National Securities Clearing
Corporation must obtain their clients' permission to perform those transactions.
Those dealers are responsible to their clients who are shareholders of the Fund
if the dealer performs any transaction erroneously or improperly.

The Fund's Net Asset Values Will Vary. The Net Asset Values for the Fund's
different classes of shares will vary from day to day because the values of the
securities in the Fund's portfolio fluctuate. The repurchase price, which is the
applicable net asset value per share, will normally differ for each class of
shares. The repurchase value of your shares may be more or less than their
original cost.

Payment for Repurchased Shares. The Fund ordinarily makes payment for
repurchased shares in cash. The Fund will send the money by check or through
AccountLink or by Federal Funds wire (as elected by the shareholder) within
seven days after the Repurchase Pricing Date for the relevant Repurchase Order
(if the Transfer Agent has received repurchase documentation in proper form by
the Regular Request Deadline). However, under unusual circumstances determined
by the SEC, payment may be delayed or suspended.

Involuntary Repurchases of Small Accounts. The Fund may involuntarily repurchase
the shares in your account if the account value has fallen below $200 for
reasons other than the fact that the market value of the shares has dropped. In
some cases, the Fund may make involuntary repurchases to repay the Distributor
for losses from the cancellation of share purchase orders. The Fund will provide
notice to shareholders prior to making an involuntary repurchase of shares,
including information about how to avoid that repurchase by increasing the size
of the account.

"Backup Withholding." The Fund may apply "backup withholding" of federal income
tax against taxable dividends, distributions and repurchase 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.

Multiple Copies of Reports. To avoid sending duplicate copies of Fund reports to
households, the Fund will mail only one copy of each annual prospectus and
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 by reducing mailing costs. However, if you
want to receive multiple copies of these documents, 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 each regular business day and to pay those
dividends to shareholders monthly on a date selected by the Board of Trustees.
The Fund will not pay or declare daily dividends on newly-purchased shares until
Federal Funds are available to the Fund from the purchase payment for the
shares.

The amount of any dividends the Fund pays may vary over time, depending
on market conditions, the composition of the Fund's investment portfolio and the
expenses borne by the particular class of shares. Dividends and other
distributions paid on Class A shares will generally be higher than dividends for
Class B and Class C shares, because they normally have higher expenses than
Class A shares. The Fund has no fixed dividend rate and cannot guarantee that it
will pay any dividends or other distributions.

Capital Gains Distributions. 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, normally in December of each year. The
Fund may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year.

What Are Your Choices for Receiving Distributions? When you open your account,
specify on your application how you want to receive your dividends and
distributions. If you do not select an option, all dividends and distributions
will be reinvested in Fund shares for your account. 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 Certain Types of Distributions. You can elect to reinvest some
distributions - dividends, short-term capital gains or long-term capital gains
-- in the Fund while receiving your other distributions by check or having them
sent to your bank account through AccountLink.

Receive All Distributions in Cash. You can elect to receive a check for
all dividends and capital gains distributions or have them sent to your bank
through AccountLink.

Reinvest Your Distributions in Another OppenheimerFunds Account. You
can reinvest all distributions in the same class of shares of another
Oppenheimer fund in which you have established an account.

Taxes. The Fund intends to qualify as a regulated investment company under the
Internal Revenue Code. That means that in each year it qualifies, it will pay no
federal income tax on the earnings or capital gains it distributes to its
shareholders. The Fund reserves the right not to qualify. If your Fund shares
are not held in a tax-deferred retirement account, you should be aware of the
following tax implications of investing in the Fund.
o Whether you receive them in cash or reinvest them, dividends and
capital gains distributions are subject to federal income tax and
may be subject to state and local taxes.
o Dividends paid from net investment income and short-term capital
gains are taxable as ordinary income. Distributions of the Fund's
long-term capital gains are taxable as long-term capital gains. It
does not matter how long you have held your shares.
o Every year the Fund will send you and the IRS a statement showing
the amount of any taxable dividends and other distributions the
Fund paid to you in the previous year. The tax information the
Fund sends you will separately identify any long-term capital
gains distribution the Fund paid to you.
o Because the Fund's share prices fluctuate, you may have a capital
gain or loss when your shares are repurchased or you exchange
them. A capital gain or loss is the difference between the price
you paid for the shares and the price you received when they were
accepted for repurchase or exchange. Generally, when shares of the
Fund you have tendered are repurchased, you must recognize any
capital gain or loss on those shares.
o It is possible (although the Fund believes it is unlikely) that
if a shareholder tenders less than all of his or her shares in a
Repurchase Offer, the offer might not be treated as a sale or
exchange for federal income tax purposes. In that case the
payment of the repurchase proceeds may be subject to income tax
as ordinary income, a return of capital or capital gain,
depending on the Fund's earnings and profits and the
shareholder's basis in the shares. If that occurs, there is a
risk that non-tendering shareholders could be considered to have
received a "deemed" distribution subject to tax in whole or in
part as ordinary income. The income tax consequences of the
repurchase of shares pursuant to Repurchase Offers will be
disclosed in the related Repurchase Offer documents.
o If you buy shares on the date or just before the date the Fund
declares a capital gains distribution, a portion of the purchase
price for the shares will be returned to you as a taxable
distribution.
o You should review the more detailed discussion of federal income
tax considerations in the Statement of Additional Information.

Returns of Capital Can Occur. In certain cases, distributions made by the Fund
may be considered a non-taxable return of capital to shareholders. The Fund will
identify returns of capital in shareholder notices.

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.

Additional Information About the Fund

The Fund's Voting Shares. Shares of the Fund are freely transferable, and each
share of the Fund represents an interest in the Fund proportionately equal to
the interests of each other share of the same class. Each class of shares of the
Fund pays its own dividends and other distributions, and pays certain expenses
which may be different from those of other classes.

Each share of each class has one vote at shareholder meetings, with
fractional shares voting proportionally, on matters submitted to the vote of
shareholders. There are no cumulative voting rights. Shares of all classes are
voted in the aggregate and not by class, except when voting by class is required
by law or when matters affect a particular class or classes. Each class may have
separate voting rights on matters in which the interests of that class are
different from the interests of another class.

The Fund's Classes of shares do not have pre-emptive or conversion
rights (other than the automatic conversion of Class B shares for Class A shares
described above) or redemption provisions. In the event of a liquidation of the
Fund, shareholders are entitled to share pro rata in the net assets of the Fund
available for distribution to shareholders of a class after all expenses and
debts have been paid.

Anti-Takeover Provisions. The Fund has certain anti-takeover provisions in its
Declaration of Trust. They are intended to limit the ability of entities or
persons to acquire control of the Fund, to cause it to engage in certain
transactions or to modify its structure. The affirmative vote or consent of the
holders of two-thirds of the outstanding shares of the Fund is required for the
following transactions involving a "Principal Shareholder" (a person,
corporation or other entity that owns 5% or more of the outstanding shares of
the Fund):

o Merger or consolidation of the Fund into any Principal
Shareholder,

o Conversion of the Fund from a closed-end to an open-end
investment company (except that if the Board of Trustees
recommends such conversion, the approval of a majority of the
Fund's outstanding voting shares will be sufficient),

o Issuance of any securities of the Fund to any Principal
Shareholder (other than the Manager or Distributor) for cash,

o Sale, lease, or exchange of all or any substantial part of the
assets of the Fund to any Principal Shareholder (except assets
having an aggregate market value of less than $1 million),

o Sale, lease or exchange to the Fund, in exchange for securities
of the Fund, of any assets of any Principal Shareholder (except
assets having an aggregate market value of less than $1 million).

However, the affirmative vote or consent of two-thirds of the
outstanding shares of the Fund will not be required for those transactions if
the Board of Trustees under certain conditions approves the transaction.
Additionally, the provisions of the Fund's Declaration of Trust containing the
above anti-takeover provisions cannot be amended without the affirmative vote of
two-thirds of the outstanding voting shares of the Fund.

These provisions may make it more difficult to convert the Fund to an
open-end investment company or to consummate any of the other transactions
without the approval of the Board of Trustees or approval by the owners of
two-thirds of the Fund's outstanding voting shares. The anti-takeover provisions
could also deprive shareholders of the Fund of the opportunity to sell their
Fund shares at a premium over Net Asset Value in the event that a secondary
market for the Fund's shares develops, by discouraging third parties from
seeking to obtain control of the Fund by a tender offer or similar transaction.
The Board has considered these provisions and has concluded that they are in the
best interests of the Fund and its shareholders because they will likely require
persons seeking control of the Fund to negotiate with its management regarding
the price to be paid.

<PAGE>

Table of Contents of the Statement of Additional Information
dated November 30, 2000

This is the Table of Contents of the Fund's Statement of Additional Information
dated November 30, 2000. It should be read together with the Prospectus. You can
obtain the Statement of Additional Information 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 on the back cover.

Contents

Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks.... 2
More Information About Senior Loans................................. 2
Main Risks of Debt Securities................................... 8
Other Debt Securities the Fund Can Buy.......................... 11
Other Investment Techniques and Strategies.......................... 13
Portfolio Turnover.................................................. 36
Investment Restrictions............................................. 39
How the Fund is Managed.................................................. 39
Organization and History............................................ 39
Trustees and Officers of the Fund................................... 40
The Manager......................................................... 46
Brokerage Policies of the Fund........................................... 48
Distribution and Service Plans........................................... 49
Performance of the Fund.................................................. 53

About Your Account
How To Buy Shares........................................................ 57
Periodic Offers to Repurchase Shares..................................... 63
How To Exchange Shares................................................... 65
Dividends, Capital Gains and Taxes....................................... 68
Additional Information About the Fund.................................... 73

Financial Information About the Fund
Independent Auditors' Report............................................. 74
Financial Statements..................................................... 75
Appendix A: Industry Classifications.................................... A-1
Appendix B: Special Sales Charge Arrangements and Waivers............... B-1

<PAGE>

Appendix A

RATINGS DEFINITIONS

Below are summaries of the rating definitions used by Moody's Investors Service,
Inc. and Standard & Poor's Rating Services. Those ratings represent the opinion
of the respective rating organization as to the credit quality of issues that
they rate. The summaries below are based upon publicly-available information
provided by the respective rating organizations.

Moody's Investors Service, Inc.

Long-Term (Taxable) Bond Ratings

Aaa: Bonds rated Aaa are judged to be the best quality. They carry the smallest
degree of investment risk. Interest payments are protected by a large or by an
exceptionally stable margin and principal is secure. While the various
protective elements are likely to change, the changes that can be expected are
most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds rated Aa are judged to be of high quality by all standards. Together
with the Aaa group, they comprise what are generally known as high-grade bonds.
They are rated lower than the best bonds because margins of protection may not
be as large as with Aaa securities or fluctuation of protective elements may be
of greater amplitude or there may be other elements present which make the
long-term risks appear somewhat larger than those of Aaa securities.

A: Bonds rated A possess many favorable investment attributes and are to be
considered as upper-medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Baa: Bonds rated Baa are considered medium grade obligations; that is, they are
neither highly protected nor poorly secured. Interest payments and principal
security appear adequate for the present but certain protective elements may be
lacking or may be characteristically unreliable over any great length of time.
Such bonds lack outstanding investment characteristics and have speculative
characteristics as well.

Ba: Bonds rated Ba are judged to have speculative elements. Their future cannot
be considered well-assured. Often the protection of interest and principal
payments may be very moderate and not well safeguarded during both good and bad
times over the future. Uncertainty of position characterizes bonds in this
class.

B: Bonds rated B generally lack characteristics of desirable investment.
Assurance of interest and principal payments or of maintenance of other terms of
the contract over any long period of time may be small.

Caa: Bonds rated Caa are of poor standing and may be in default or there may be
present elements of danger with respect to principal or interest.

Ca: Bonds rated Ca represent obligations which are speculative in a high degree
and are often in default or have other marked shortcomings.

C: Bonds rated C are the lowest class of rated bonds and can be regarded as
having extremely poor prospects of ever attaining any real investment standing.

Moody's applies numerical modifiers 1, 2, and 3 in each generic rating
classification from Aa through Caa. The modifier "1" indicates that the
obligation ranks in the higher end of its category; the modifier "2" indicates a
mid-range ranking and the modifier "3" indicates a ranking in the lower end of
the category.

Short-Term Ratings - Taxable Debt

These ratings apply to the ability of issuers to repay punctually senior debt
obligations having an original maturity not exceeding one year:

Prime-1: Issuer has a superior ability for repayment of senior short-term debt
obligations.

Prime-2: Issuer has a strong ability for repayment of senior short-term debt
obligations. Earnings trends and coverage, while sound, may be subject to
variation. Capitalization characteristics, while appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

Prime-3: Issuer has an acceptable ability for repayment of senior short-term
obligations. The effect of industry characteristics and market compositions may
be more pronounced. Variability in earnings and profitability may result in
changes in the level of debt protection measurements and may require relatively
high financial leverage. Adequate alternate liquidity is maintained.

Not Prime: Issuer does not fall within any Prime rating category.

Standard & Poor's Rating Services

Long-Term Credit Ratings

AAA: Bonds rated "AAA" have the highest rating assigned by Standard &
Poor's. The obligor's capacity to meet its financial commitment on the
obligation is extremely strong.

AA: Bonds rated "AA" differ from the highest rated obligations only in small
degree. The obligor's capacity to meet its financial commitment on the
obligation is very strong.

A: Bonds rated "A" are somewhat more susceptible to adverse effects of changes
in circumstances and economic conditions than obligations in higher-rated
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is still strong.

BBB: Bonds rated BBB exhibit adequate protection parameters. However, adverse
economic conditions or changing circumstances are more likely to lead to a
weakened capacity of the obligor to meet its financial commitment on the
obligation.

Bonds rated BB, B, CCC, CC and C are regarded as having significant speculative
characteristics. BB indicates the least degree of speculation and C the highest.
While such obligations will likely have some quality and protective
characteristics, these may be outweighed by large uncertainties or major
exposures to adverse conditions.

BB: Bonds rated BB are less vulnerable to nonpayment than other speculative
issues. However, these face major uncertainties or exposure to adverse business,
financial, or economic conditions which could lead to the obligor's inadequate
capacity to meet its financial commitment on the obligation.

B: A bond rated B is more vulnerable to nonpayment than an obligation rated BB,
but the obligor currently has the capacity to meet its financial commitment on
the obligation.

CCC: A bond rated CCC is currently vulnerable to nonpayment, and is dependent
upon favorable business, financial, and economic conditions for the obligor to
meet its financial commitment on the obligation. In the event of adverse
business, financial or economic conditions, the obligor is not likely to have
the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment.

C: The C rating may be used where a bankruptcy petition has been filed or
similar action has been taken, but payments on this obligation are being
continued.

D: Bonds rated D are in default. Payments on the obligation are not being made
on the date due.

The ratings from AA to CCC may be modified by the addition of a plus (+) or
minus (-) sign to show relative standing within the major rating categories. The
"r" symbol is attached to the ratings of instruments with significant noncredit
risks.

Short-Term Issue Credit Ratings

A-1: Rated in the highest category. The obligor's capacity to meet its financial
commitment on the obligation is strong. Within this category, a plus (+) sign
designation indicates the issuer's capacity to meet its financial obligation is
very strong.

A-2: Obligation is somewhat more susceptible to the adverse effects of changes
in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor's capacity to meet its financial commitment on
the obligation is satisfactory.

A-3: Exhibits adequate protection parameters. However, adverse economic
conditions or changing circumstances are more likely to lead to a weakened
capacity of the obligor to meet its financial commitment on the obligation.

B: Regarded as having significant speculative characteristics. The obligor
currently has the capacity to meet its financial commitment on the obligation.
However, it faces major ongoing uncertainties which could lead to the obligor's
inadequate capacity to meet its financial commitment on the obligation.

C: Currently vulnerable to nonpayment and is dependent upon favorable business,
financial, and economic conditions for the obligor to meet its financial
commitment on the obligation.

D: In payment default. Payments on the obligation have not been made on the
due date. The rating may also be used if a bankruptcy petition has been filed
or similar actions jeopardize payments on the obligation.

<PAGE>

Oppenheimer Senior Floating Rate Fund
6803 South Tucson Way
Englewood, Colorado 80112
1.800.525.7048

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

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
Deloitte & Touche, LLP
555 Seventeenth Street, Suite 3600
Denver, Colorado 80202-3942

Legal Counsel
Meyer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

<PAGE>

INFORMATION AND SERVICES
For More Information About Oppenheimer Senior Floating Rate Fund

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

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

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

How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, 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:

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 1.800.942.8090) or the EDGAR database or the SEC's
Internet web site at http://www.sec.gov. Copies may be obtained upon 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:
OppenheimerFunds Distributor, Inc.

The Fund's SEC File No. is 811-09373
PRO291.1100 Printed on recycled paper.

<PAGE>

Oppenheimer Senior Floating Rate Fund

6803 South Tucson Way, Englewood, Colorado 80112

1.800.525.7048

Statement of Additional Information dated November 30, 2000

This Statement of Additional Information is not a Prospectus. This document
contains additional information about the Fund and supplements information in
the Prospectus dated November 30, 2000. It should be read together with the
Prospectus. You can obtain the Prospectus by writing to the Fund's Transfer
Agent, OppenheimerFunds Services, at P.O. Box 5270, Denver, Colorado 80217, or
by calling the Transfer Agent at the toll-free number shown above, or by
downloading it from the OppenheimerFunds Internet web site at
www.oppenheimerfunds.com.

Contents
Page
About the Fund
Additional Information About the Fund's Investment Policies and Risks.... 2
More Information About Senior Loans................................. 2

Main Risks of Debt Securities............................... 8
Other Debt Securities the Fund Can Buy...................... 11
Other Investment Techniques and Strategies.......................... 13
Portfolio Turnover.................................................. 36
Investment Restrictions............................................. 36

How the Fund is Managed.................................................. 39
Organization and History................................................. 39
Trustees and Officers of the Fund................................... 40
The Manager......................................................... 46

Brokerage Policies of the Fund........................................... 48
Distribution and Service Plans........................................... 49
Performance of the Fund.................................................. 53

<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's investment advisor,
OppenheimerFunds, Inc. (the "Manager"), can select for the Fund. Additional
information is also provided about the strategies that the Fund may use to try
to achieve its objective.

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

In general, the Fund engages in portfolio transactions when the Manager
believes that the sale of a portfolio security, or the purchase of another
security, can enhance the Fund's principal or increase its income. The Manager
may sell a security to avoid a potential decline in market value or the Manager
may buy a security in anticipation of a market rise. The Manager may buy and
sell similar securities at the same time to take advantage of disparities in the
normal yield and price relationship between the two securities.

In selecting securities for the Fund's portfolio, the Manager evaluates
the merits of particular securities primarily through the exercise of its own
investment analysis. That process may include, among other things, evaluation of
the issuer's historical operations, prospects for the industry of which the
issuer is part, the issuer's financial condition, its pending product
developments and business (and those of competitors), the effect of general
market and economic conditions on the issuer's business, and legislative
proposals that might affect the issuer.

Additionally, in analyzing a particular issuer, the Manager may
consider the trading activity in the issuer's securities, present and
anticipated cash flow, estimated current value of its assets in relation to
their historical cost, the issuer's experience and managerial expertise,
responsiveness to changes in interest rates and business conditions, debt
maturity schedules, current and future borrowing requirements, and any change in
the financial condition of an issuer and the issuer's continuing ability to meet
its future obligations. The Manager also may consider anticipated changes in
general business conditions, levels of interest rates on bonds compared to
levels of cash dividends, industry and regional prospects, the availability of
new investment opportunities and the general economic, legislative and monetary
outlook for specific industries, the nation and the world.

More Information About Senior Loans. Senior Loans typically are arranged through
private negotiations between a borrower and one or more financial institutions
("Lenders"). Usually the Lenders are represented by an agent ("Agent"), which
usually is one of the Lenders.

Senior Loans generally hold the most senior position in a borrower's
capital structure. Borrowers generally are required contractually to pay the
holders of Senior Loans before they pay the holders of unsecured bank loans,
corporate bonds or subordinated debt, trade creditors, and preferred or common
stockholders. Lenders obtain priority liens that typically provide the first
right to cash flows or proceeds from the sale of a borrower's collateral, if
any, if the borrower becomes insolvent. That right is subject to the limitations
of bankruptcy law, which may provide higher priority to certain other claims
such as, for example, employee salaries, employee pensions and taxes.

Senior Loans have contractual terms designed to protect lenders. Loan
agreements often include restrictive covenants that limit the activities of the
borrower. A restrictive covenant is a promise by the borrower to not take
certain actions that might impair the rights of lenders. Those covenants
typically require the scheduled payment of interest and principal and may
include restrictions on dividend payments and other distributions to the
borrower's shareholders, provisions requiring the borrower to maintain specific
financial ratios or relationships and limits on the borrower's total debt. In
addition, a covenant may require the borrower to prepay the Senior Loan or debt
obligation with any excess cash flow. Excess cash flow generally includes net
cash flow after scheduled debt service payments and permitted capital
expenditures, among other things, as well as the proceeds from asset
dispositions or sales of securities.

A breach of a covenant (after the expiration of any cure period) in a
loan agreement that is not waived by the Agent and the lending syndicate
normally is an event of acceleration. This means that the Agent has the right to
demand immediate repayment in full of the outstanding loan. Acceleration may
cause the non-payment of the principal or interest on the loan, in whole or in
part, which may result in a reduction in value of the loan (and possibly the
Fund's net asset values) if the loan is not paid. Acceleration may also occur in
the case of the breach of a covenant in a debt obligation agreement.

Lenders typically also have certain voting and consent rights under a
Senior Loan agreement. Action subject to a Lender vote or consent generally
requires the vote or consent of the holders of some specified percentage of the
outstanding principal amount of a Senior Loan, and the Fund might not agree with
the actions of the holders of that specified percentage of a particular Senior
Loan. Certain decisions, such as reducing the amount or increasing the time for
payment of interest on or repayment of principal of a Senior Loan, or releasing
collateral for the Senior Loan, frequently require the unanimous vote or consent
of all Lenders affected.

|X| Collateral. Senior Loans in which the Fund invests are typically
secured by the borrower's collateral. Collateral may include tangible assets,
such as cash, accounts receivable, inventory, real estate, buildings and
equipment, common and/or preferred stock of subsidiaries, and intangible assets
including trademarks, copyrights, patent rights and franchise value. The Fund
may also receive guarantees or other credit support as a form of collateral. In
some instances, the Fund may invest in Senior Loans that are secured only by
stock of the borrower or its subsidiaries or affiliates.

Generally, as discussed below, the Agent for a particular Senior Loan
is responsible for monitoring collateral and for exercising remedies available
to the lenders such as foreclosure upon collateral in the event of the
borrower's default. In certain circumstances, the loan agreement may authorize
the Agent to liquidate the collateral and to distribute the liquidation proceeds
pro rata among the lenders. The Fund may invest up to 20% of its total assets in
senior loans that are not secured by specific collateral. Unsecured senior loans
involve additional risk.

|X| Interest Rate Benchmarks. Interest rates on Senior Loans adjust
periodically. The interest rates adjust based on a base rate plus a premium or
spread over the base rate. The base rate usually is the London Inter-Bank
Offered Rate ("LIBOR"), the Federal Reserve federal funds rate, the Prime Rate
or the certificate of deposit ("CD") rate or other base lending rates used by
commercial lenders (each as defined in the applicable loan agreement). The
interest rate on Prime Rate-based corporate loans and corporate debt securities
floats daily as the Prime Rate changes, while the interest rate on LIBOR-based
and CD-based Corporate Loans and Corporate Debt Securities is reset
periodically, typically between 30 days and one year.

o LIBOR usually is an average of the interest rates quoted by
several designated banks as the rates at which they pay interest
to major depositors in the London interbank market on U.S. dollar
denominated deposits. The market views changes in short-term
LIBOR rates as closely related to changes in the Federal Reserve
federal funds rate, although the two are not officially related.

o The Federal Reserve federal funds rate is the rate that the
Federal Reserve Bank charges member banks for borrowing money.

o The Prime Rate quoted by a major U.S. bank is generally the
interest rate at which that bank is willing to lend U.S. dollars
to its most creditworthy borrowers, although it may not be the
bank's lowest available rate.

o The CD rate, as provided for in loan agreements, usually is the
average rate paid on large certificates of deposit traded in the
secondary market.

Certain floating or variable rate Senior Loans may permit the borrower
to select an interest rate reset period of up to one year. A portion of the
Fund's investments may consist of Senior Loans with interest rates that are
fixed for the term of the loan. Investing in Senior Loans with longer interest
rate reset periods or fixed interest rates may increase fluctuations in the
Fund's net asset value as a result of changes in interest rates. However, the
Fund may attempt to hedge all of its fixed rate Senior Loans against interest
rate fluctuations by entering into interest rate swaps or total return swap
transactions. The Fund also will attempt to maintain a dollar-weighted average
time period to the next interest rate adjustment of 90 days or less for its
portfolio of Senior Loans.

Senior Loans are generally structured so that borrowers pay higher
margins when they elect LIBOR and CD-based borrower options. This permits
lenders to obtain generally consistent yields on Senior Loans, regardless of
whether borrowers select the LIBOR or CD-based options, or the Prime-based
option. In recent years, however, the differential between the lower LIBOR and
CD base rates and the higher Prime Rate base rates prevailing in the commercial
bank markets has widened to the point that the higher margins paid by borrowers
for LIBOR and CD-based pricing options do not currently compensate for the
differential between the Prime Rate and the LIBOR and CD base rates.
Consequently, borrowers have increasingly selected the LIBOR-based pricing
option, resulting in a yield on Senior Loans that is consistently lower than the
yield available from the Prime Rate-based pricing option. If this trend
continues, it will significantly limit the ability of the Fund to achieve a net
return to shareholders that consistently approximates the average published
Prime Rate of leading U.S. banks. The Manager cannot predict whether this trend
will continue.

|X| The Manager's Credit Analysis of Senior Loans. The Manager performs
its own credit analysis of Senior Loans. The Manager obtains information from
the agents that originate or administer the loans, other lenders and other
sources. The Manager will continue to monitor the credit of Senior Loans while
the Fund owns them.

In its analysis, the Manager may consider many factors, including the
borrower's past and future projected financial performance; the quality of
management; collateral; cash flow; industry; position in the market; and
tangible assets. When evaluating Senior Loans, the Manager may consider, and may
rely in part, on analysis performed by Agents and other Lenders. This analysis
may include an evaluation of the value and sufficiency of any collateral
securing Senior Loans.

A borrower's capital structure may include Senior Loans, senior and
junior unsubordinated debt, preferred stock and common stock. Senior Loans
typically have the most senior claim on the borrower's assets, while common
stock has the lowest priority. Typically, the borrowers use the proceeds of
Senior Loans to finance leveraged buyouts, recapitalizations, mergers,
acquisitions, stock repurchases, debt refinancings, and, to a lesser extent,
other purposes.

When the Manager determines that a borrower of a Senior Loan is likely
to repay its obligations, it will consider that Senior Loan for investment in
the Fund. For example, the Manager may determine that a borrower can meet debt
service requirements from cash flow or other sources, including the sale of
assets, despite the borrower's low credit rating. The Manager may determine that
Senior Loans of borrowers that are experiencing financial distress, but that
appear able to pay their interest, may present investment opportunities.

|X| How Senior Loans Are Arranged. The Fund generally will acquire
Senior Loans from and sell Senior Loans to the following types of Lenders: money
center banks, selected regional banks and selected non-banks, investment banks,
insurance companies, finance companies, other investment companies, private
investment funds, and lending companies. The Fund may also acquire Senior Loans
from and sell Senior Loans to U.S. branches of foreign banks that are regulated
by the Federal Reserve System or appropriate state regulatory authorities.

The Fund may have obligations under a loan agreement, including the
obligation to make additional loans in certain circumstances. The Fund intends
to reserve against such contingent obligations by segregating cash, liquid
securities and liquid Senior Loans as a reserve. The Fund will not purchase a
Senior Loan that would require the Fund to make additional loans if as a result
of that purchase all of the Fund's additional loan commitments in the aggregate
would exceed 20% of the Fund's total assets or would cause the Fund to fail to
meet the asset composition requirements set forth in "Investment Restrictions,"
below in this Statement of Additional Information.

|_| The Agent. Agents that arrange Senior Loans typically are
commercial or investment banks or other entities that originate Senior Loans and
invite other parties to join the lending syndicate. In larger transactions, it
is common to have several Agents. However, usually only one Agent has primary
responsibility for documentation and administration of the Senior Loan. Agents
are normally paid fees by the borrower for their services. While the Fund can
serve as the Agent or co-agent for a Senior Loan, the Fund currently does not
intend to act as an Agent or co-Agent.

Agents, acting on behalf of the Lenders, generally are primarily
responsible for negotiating the loan agreement, which establishes the terms and
conditions of the Senior Loan and the rights of the borrower and the Lenders.
Agents usually monitor the adequacy of assets that collateralize Senior Loans.
Agents may rely on independent appraisals of specific collateral. In reliance
upon the opinions of their legal counsel, Agents generally are also responsible
for determining that the Lenders have obtained a perfected security interest in
the collateral securing Senior Loans.

The Fund will rely on Agents to collect payments of principal and
interest on a Senior Loan. The Fund also will rely in part on Agents to monitor
compliance by the borrower with the restrictive covenants in the loan agreement
and to notify the Fund (or the Lender from whom the Fund has purchased a
participation) of any adverse change in the borrower's financial condition.

Financial difficulties of Agents can pose a risk to the Fund. If an
Agent for a particular Senior Loan becomes insolvent, the Fund could incur
losses in connection with its investment in that Senior Loan. An Agent could
declare bankruptcy, and a regulatory authority could appoint a receiver or
conservator. Should this occur, the assets that the Agent holds under the Senior
Loan should continue to be available to the holders of the Senior Loans,
including the Fund. A regulator or a court, however, might determine that the
assets that the Agent holds for the benefit of the Fund are subject to the
claims of the Agent's general or secured creditors. If that occurs, the Fund
might incur costs and delays in realizing final payment on a Senior Loan, or the
Fund might suffer a loss of principal or interest. The Fund may be subject to
similar risks when it buys a Participation Interest or an Assignment from an
intermediary.

|X| How the Fund Invests in Senior Loans. The Fund may invest in Senior Loans
in one or more of three ways:

o The Fund may invest directly in a Senior Loans by acting as an
original Lender.

o The Fund may purchase a Senior Loan by an assignment of the
loan (an "Assignment") from the Agent or other Lender.

o The Fund may purchase a participation interest in a Senior Loan
("Participation Interest") from an Agent or other Lender.

|_| Direct Investments. The Fund can invest directly in Senior
Loans, generally "at par" (a price for the Senior Loan equal approximately to
100% of the funded principal amount of the loan). When the Fund directly invests
in a Senior Loan, it may receive a return at the full interest rate for the
Senior Loan.

When the Fund is an original lender, it will have a direct contractual
relationship with the borrower and will have direct recourse against the
borrower in the event the borrower fails to pay scheduled principal or interest.
In all other cases, the Fund looks to the Agent to enforce appropriate remedies
against the borrower.

|_| Assignments. When the Fund purchases a Senior Loan by
Assignment, the Fund typically succeeds to the rights of the assigning lender
under the Senior Loan agreement and becomes a "Lender" under the Senior Loan
agreement. Subject to the terms of the loan agreement, the Fund may enforce
compliance by the borrower with the terms of the loan agreement and may have
rights with respect to any funds acquired by other lenders through set-off.

However, Assignments are arranged through private negotiations between
potential assignees and potential assignors, and the rights and obligations
acquired by the purchaser of an Assignment may be more limited than those held
by the assigning lender. The Fund will purchase an Assignment or act as lender
with respect to a syndicated Senior Loan only when the Manager determines that
the Agent is creditworthy.

|_| Participation Interests. A participation interest is an
undivided interest in a loan made by the issuing financial institution in the
proportion that the buyer's participation interest bears to the total principal
amount of the loan. The issuing financial institution may have no obligation to
the Fund other than to pay the Fund the proportionate amount of the principal
and interest payments it receives. Holders of Participation Interests are
referred to as "Participants."

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

The Fund's rights under a Participation Interest with respect to a
particular Senior Loan may be more limited than the rights of original Lenders
or of investors who acquire an Assignment of that Loan. The Fund has the right
to receive payments of principal, interest and any fees to which it is entitled
only from the Lender selling the Participation Interest and only when the Lender
receives the payments from the borrower. In purchasing Participation Interests,
the Fund will usually have a contractual relationship only with the selling
institution and not the underlying borrower. The Fund generally will have no
right directly to enforce compliance by the borrower with the terms of the
related loan agreement, nor will the Fund generally have the right to object to
certain changes to the loan agreement agreed to by the selling institution. The
Fund generally will have no right to compel the lender from whom it purchased
the Participation Interest to enforce compliance by the borrower with the terms
of the Senior Loan agreement.

In buying a Participation Interest, the Fund might not directly benefit
from the collateral supporting the related Senior Loan and may be subject to any
rights of set off the borrower has against the selling institution. As a result,
the Fund may be subject to delays, expenses and risks that are greater than
those that exist when the Fund is an original Lender.

Due to restrictions and conditions on transfer in loan agreements and
in the participation agreement negotiated by the Fund and the selling
institution, Participation Interests are not as easily purchased or sold as a
publicly traded security. Accordingly, investments in participation interests
may be illiquid.

In buying a Participation Interest, the Fund assumes the credit risk of
both the borrower and the Lender selling the Participation Interest. If a Lender
that sells the Fund a Participation Interest becomes insolvent, the Fund may be
treated as a general creditor of the Lender. As a general creditor, the Fund may
not benefit from a right of set off that the Lender has against the borrower. In
the event of bankruptcy or insolvency of the borrower, the obligation of the
borrower to repay the Senior Loan may be subject to certain defenses that can be
asserted by the borrower as a result of any improper conduct of the Lender
selling the participation. The Fund will acquire a Participation Interest only
if the Manager determines that the Lender (or other intermediary Participant)
selling the Participation Interest is creditworthy.

|X| Fees. The Fund may be required to pay and may receive various fees
and commissions in connection with purchasing, selling and holding interests in
Senior Loans. Borrowers typically pay three kinds of fees to Lenders:

o facility fees when a Senior Loan is originated;

o commitment fees on an ongoing basis based on the unused portion
of a Senior Loan commitment; and
o prepayment penalties when a borrower prepays a Senior Loan.

The Fund receives these fees directly from the borrower if the Fund is
an original Lender or, in the case of commitment fees and prepayment penalties,
if the Fund acquires an Assignment. Whether the Fund receives a facility fee in
the case of an assignment, or any fees in the case of a Participation Interest,
depends on negotiations between the Fund and the Lender selling the interests.

When the Fund buys an Assignment, it may be required to pay a fee, or
forgo a portion of interest and fees payable to it, to the Lender selling the
assignment. Occasionally, the assignor pays a fee to the assignee. In addition,
the Fund may be required to pay a transfer fee to the Agent. The seller of a
Participation Interest to the Fund may deduct a portion of the interest and any
fees payable to the Fund, as an administrative fee. The Fund may be required to
pass along to a buyer of a Senior Loan from the Fund a portion of any fees that
the Fund is entitled to.

If the Fund sells a Participation Interest, the Fund may be required to
pay a transfer fee to the Lender that holds the nominal interest in the Senior
Loan.

Main Risks of Debt Securities. In addition to Senior Loans, the Fund can invest
up to 20% of its total assets in a variety of debt securities to seek its
objective. Foreign debt securities are subject to the risks of foreign
securities described below, and in general, all debt securities (including
Senior Loans) are subject to credit risk and interest rate risk.

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

The Fund does not have investment policies establishing specific
maturity ranges for its investments, and they may be within any maturity range
(short, medium or long) depending on the Manager's evaluation of investment
opportunities available within the debt securities markets. The Manager expects
that the Senior Loans the Fund will invest in will have maturities ranging from
1 to ten years. However, Senior Loans typically have mandatory and optional
prepayment provisions. Because of prepayments, the actual remaining maturity of
a Senior Loan may be considerably less than its stated maturity. The
reinvestment by the Fund of the proceeds of prepaid Senior Loans could result in
a reduction of income to the Fund in falling interest rate environments.
Prepayment penalty fees that may be assessed in some cases may help offset the
loss of income to the Fund in those cases.

Because the interest rates on Senior Loans adjust periodically to
reflect current market rates, falling short-term interest rates should tend to
decrease the income payable to the Fund on its Senior Loan investments and
rising rates should tend to increase that income. The Fund may also use interest
rate swaps and other derivative investments to try to shorten the average
maturity of its portfolio of debt securities.

However, investments in floating rate obligations should also mitigate
the fluctuations in the Fund's net asset values during periods of changing
interest rates, compared to changes in values of longer-term fixed-rate debt
securities. Nevertheless, changes in interest rates can affect the value of the
Fund's Senior Loans, especially if rates change sharply in a short period,
because the resets of the interest rates on the underlying portfolio of Senior
Loans occur periodically and will not all happen simultaneously with changes in
prevailing rates. Having a shorter average reset period for its portfolio of
Senior Loans may help mitigate that risk.

The Fund's other investments in debt securities that have fixed
interest rates will be subject to the general effects of changes in interest
rates, described above. For those investments, the Fund may shift its focus for
new investments to securities having longer maturities as interest rates decline
and to securities having shorter maturities as interest rates rise.

|X| Credit Risk. Credit risk relates to the ability of an issuer of a
debt security to meet interest or principal payments (or both) as they become
due. In general, lower-grade, higher-yield debt securities are subject to credit
risk to a greater extent than higher-quality investments.

The Fund's investments in Senior Loans and other debt securities can
include high-yield, non-investment-grade securities (commonly referred to as
"high risk" securities, or, in the case of bonds, "junk bonds"). It is expected
that most of the Fund's Senior Loans will be below investment grade.
Investment-grade securities are securities rated at least "Baa" by Moody's
Investors Service, Inc., at least "BBB" by Standard & Poor's Ratings Service or
Fitch, Inc., or that have comparable ratings by another nationally-recognized
statistical rating organization ("NRSRO"). If the debt securities the Fund buys
are unrated, they are assigned a rating by the Manager of comparable quality to
securities having similar yield and risk characteristics within a rating
category of a rating organization.

"Lower-grade" debt securities are those rated below "investment grade,"
which means they have a rating lower than "Baa" by Moody's or lower than "BBB"
by Standard & Poor's or Duff & Phelps, or similar ratings by other rating
organizations. If debt securities are unrated, and are determined by the Manager
to be of comparable quality to debt securities rated below investment grade,
they are considered part of the Fund's portfolio of lower-grade securities.
Although at least 80% of the Fund's total assets will normally be invested in
Senior Loans rated "B" or better (or that have, in the Manager's judgment, a
comparable quality, if unrated), a "B" rating is below investment grade. The
Fund is not required to sell a security if its rating falls below "B" after the
Fund buys it.

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

|_| Special Credit Risks of Lower-Grade Securities. The Fund can
invest without limit in lower-grade Senior Loans and other debt securities, if
the Manager believes it is consistent with the Fund's objective of seeking high
income and preservation of capital. Because lower-quality securities tend to
offer higher yields than investment-grade securities, the Fund may invest in
lower-grade securities to try to achieve higher income.

Senior Loans, like other debt obligations, are subject to the risk of
the borrower's non-payment of scheduled interest and/or principal. While the
Fund's investments in Senior Loans will be secured by collateral that the
Manager believes to equal or exceed the principal amount of the Senior Loan at
the time of investment, there can be no assurance that the liquidation of such
collateral would satisfy the borrower's obligations in the event of non-payment
of scheduled interest or principal payments, or that the collateral could be
readily liquidated. In the event of a borrower's bankruptcy, the Fund could
experience delays or limitations in its ability to realize the benefits of
collateral securing a loan. A Senior Loan might be collateralized by the stock
of the borrower or its subsidiaries, but that stock may lose all of its value in
the event of the borrower's bankruptcy. Additionally, some Senior Loans are
subject to the risk that a court could subordinate the Senior Loan to presently
existing or future indebtedness of the borrower under fraudulent conveyance or
similar laws, or take other actions detrimental to the interests of holders of
Senior Loans, including invalidating the loan. Nevertheless, in general, the
Manager believes that below-investment-grade Senior Loans currently have more
favorable loss recovery rates than other below-investment-grade debt securities.

While Senior Loans are increasingly being rated by national rating
organizations, it is possible that many of the Senior Loans in which the Fund
will invest will not be rated by an independent rating agency. While the Fund
expects to have access to financial and other information of the borrower that
has been made available to the Lenders under a Senior Loan, it may not have such
information in connection with Participation Interests and certain Assignments.
Additionally, the amount of public information available with respect to Senior
Loans will generally be less extensive than what is available for
exchange-listed or otherwise registered securities.

Unlike collateralized Senior Loans, other debt securities the Fund can
buy may have no collateral supporting the borrower's obligation to pay interest
and repay principal. The Fund can invest up to 20% of its total assets in that
type of debt securities that are below invest-grade (but they must be rated at
least "B" or have a comparable rating assigned by the Manager if unrated).

There is a greater risk that the issuer of a below-investment-grade
debt security may default on its obligation to pay interest or to repay
principal than in the case of investment grade securities. The issuer's low
creditworthiness may increase the potential for its insolvency. An overall
decline in values in the high yield bond market is also more likely during a
period of a general economic downturn. An economic downturn or an increase in
interest rates could severely disrupt the market for high yield bonds, adversely
affecting the values of outstanding bonds as well as the ability of issuers to
pay interest or repay principal. In the case of foreign debt securities, these
risks are in addition to the special risk of foreign investing discussed in the
Prospectus and in this Statement of Additional Information.

To the extent they can be converted into stock, convertible securities
may be less subject to some of these risks than non-convertible high yield debt
securities, since stock may be more liquid and less affected by some of these
risk factors.

Other Debt Securities the Fund Can Buy. Under normal market circumstances and as
part of its regular investment program, the Fund can invest up to 20% of its
total assets in debt securities other than Senior Loans. Those types of
securities are described below.

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

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

The U.S. Treasury securities called "TIPS" are designed to
provide an investment vehicle that is not vulnerable to inflation. The interest
rate paid by TIPS is fixed. The principal value rises or falls semi-annually
based on changes in the published Consumer Price Index. If inflation occurs, the
principal and interest payments on TIPS are adjusted to protect investors from
inflationary loss. If deflation occurs, the principal and interest payments will
be adjusted downward, although the principal will not fall below its face amount
at maturity.

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

|_| Zero-Coupon U.S. Government Securities. The Fund can buy
zero-coupon U.S. government securities. These will typically be U.S. Treasury
Notes and Bonds that have been stripped of their unmatured interest coupons,
the coupons themselves, or certificates representing interests in those
stripped debt obligations and coupons.

Zero-coupon securities do not make periodic interest payments and are
sold at a deep discount from their face value at maturity. The buyer recognizes
a rate of return determined by the gradual appreciation of the security, which
is redeemed at face value on a specified maturity date. This discount depends on
the time remaining until maturity, as well as prevailing interest rates, the
liquidity of the security and the credit quality of the issuer. The discount
typically decreases as the maturity date approaches.

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

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

Other Investment Techniques and Strategies. In seeking its objective, from time
to time the Fund can use the types of investment strategies and investments
described below. It is not required to use all of these strategies at all times
and at times the Fund might not use them.

|X| Foreign Securities. The Fund can invest up to 20% of its total
assets in foreign securities. "Foreign securities" include equity and debt
securities (including Senior Loans) of companies organized under the laws of
countries other than the United States and debt securities issued or guaranteed
by governments other than the U.S. government or by foreign supra-national
entities.

Securities of foreign issuers that are represented by American
Depository Receipts or that are listed on a U.S. securities exchange or traded
in the U.S. over-the-counter markets are not considered "foreign securities" for
the purpose of the Fund's investment allocations, because they are not subject
to many of the special considerations and risks, discussed below, that apply to
foreign securities traded and held abroad. Generally, the Fund will purchase
Senior Loans of foreign issuers or borrowers only if they are denominated and
payable in U.S. dollars, to reduce the risks of currency fluctuations on the
values of the loans.

The Fund limits its investments in "foreign securities" to securities
of companies and governments in "developed" markets, which the Manager currently
defines to include the United Kingdom, Germany, France, Italy, Belgium, The
Netherlands, Luxembourg, Ireland, Sweden, Finland, Switzerland, Austria,
Denmark, Norway, Spain, Canada, Australia, New Zealand and Japan as well as
securities issued by "supra-national" entities. Examples are the International
Bank for Reconstruction and Development (commonly called the "World Bank"), the
Asian Development Bank and the Inter-American Development Bank.

The percentage of the Fund's assets that will be allocated to foreign
securities will vary over time depending on a number of factors. Those factors
may include the relative yields of foreign and U.S. securities, the economies of
foreign countries, the condition of a country's financial markets, the interest
rate climate of particular foreign countries and the relationship of particular
foreign currencies to the U.S. dollar. The Manager analyzes fundamental economic
criteria (for example, relative inflation levels and trends, growth rate
forecasts, balance of payments status, and economic policies) as well as
technical and political data.

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

|_| Foreign Government Debt Obligations. The debt obligations of
foreign governments and entities may or may not be supported by the full faith
and credit of the foreign government. The Fund may buy securities issued by
certain supra-national entities, which include entities designated or supported
by governments to promote economic reconstruction or development, international
banking organizations and related government agencies. The governmental members
of these supra-national entities are "stockholders" that typically make capital
contributions and may be committed to make additional capital contributions if
the entity is unable to repay its borrowings. A supra-national entity's lending
activities may be limited to a percentage of its total capital, reserves and net
income. There can be no assurance that the constituent foreign governments will
continue to be able or willing to honor their capitalization commitments for
those entities.

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

o reduction of income by foreign taxes;

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

o transaction charges for currency exchange;

o lack of public information about foreign issuers;

o lack of uniform accounting, auditing and financial reporting
standards in foreign countries comparable to those applicable to
domestic issuers;

o less volume on foreign exchanges than on U.S. exchanges;

o greater volatility and less liquidity on foreign markets than
in the U.S.;

o less governmental regulation of foreign issuers, stock
exchanges and brokers than in the U.S.;

o greater difficulties in commencing lawsuits;

o higher brokerage commission rates than in the U.S.;

o increased risks of delays in settlement of portfolio
transactions or loss of certificates for portfolio securities;

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

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

Because the Fund can purchase securities denominated in foreign
currencies, a change in the value of a foreign currency against the U.S. dollar
could result in a change in the amount of income the Fund has available for
distribution. Because a portion of the Fund's investment income may be received
in foreign currencies, the Fund will be required to compute its income in U.S.
dollars for distribution to shareholders, and therefore the Fund will absorb the
cost of currency fluctuations. After the Fund has distributed income, subsequent
foreign currency losses may result in the Fund's having distributed more income
in a particular fiscal period than was available from investment income, which
could result in a return of capital to shareholders.

|_| Risks of Conversion to Euro. On January 1, 1999, eleven countries
in the European Union adopted the euro as their official currency. However,
their current currencies (for example, the franc, the mark, and the lira)
will also continue in use until January 1, 2002. After that date, it is
expected that only the euro will be used in those countries. A common
currency is expected to confer some benefits in those markets, by
consolidating the government debt market for those countries and reducing
some currency risks and costs. But the conversion to the new currency will
affect the Fund operationally and also has potential risks, some of which
are listed below. Among other things, the conversion will affect: o issuers
in which the Fund invests, because of changes in the competitive
environment from a consolidated currency market and greater operational
costs from converting to the new currency. This might depress securities
values.

o vendors the Fund depends on to carry out its business, such as its
Custodian (which holds the foreign securities the Fund buys), the
Manager (which must price the Fund's investments to deal with the
conversion to the euro), brokers, foreign markets and securities
depositories. If they are not prepared, there could be delays in
settlements and additional costs to the Fund.
o exchange contracts and derivatives that are outstanding during the
transition to the euro. The lack of currency rate calculations
between the affected currencies and the need to update the Fund's
contracts could pose extra costs to the Fund.

The Manager has upgraded (at its expense) its computer and bookkeeping
systems to deal with the conversion. The Fund's Custodian has advised the
Manager of its plans to deal with the conversion, including how it will update
its record keeping systems and handle the redenomination of outstanding foreign
debt. The Fund's portfolio managers will also monitor the effects of the
conversion on the issuers in which the Fund invests. The possible effect of
these factors on the Fund's investments cannot be determined with certainty at
this time, but they may reduce the value of some of the Fund's holdings and
increase its operational costs.

|X| Other Zero-Coupon Securities. The Fund may buy zero-coupon and
delayed interest securities, and "stripped" securities of U.S. and foreign
corporations and of foreign government issuers. These are similar in structure
to zero-coupon and "stripped" U.S. government securities, but in the case of
foreign government securities may or may not be backed by the "full faith and
credit" of the issuing foreign government. Zero-coupon securities issued by
foreign governments and by corporations will be subject to greater credit risks
than U.S. government zero-coupon securities.

|X| Other "Stripped" Securities. In addition to buying stripped
Treasury securities, the Fund can invest in stripped mortgage-related securities
that are created by segregating the cash flows from underlying mortgage loans or
mortgage securities to create two or more new securities. Each has a specified
percentage of the underlying security's principal or interest payments. These
are a form of derivative investment.

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

The yields to maturity of I/Os and P/Os are very sensitive to principal
repayments (including prepayments) on the underlying mortgages. If the
underlying mortgages experience greater than anticipated prepayments of
principal, the Fund might not fully recoup its investment in an I/O based on
those assets. If underlying mortgages experience less than anticipated
prepayments of principal, the yield on the P/Os based on them could decline
substantially.

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

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

|X| Other Floating Rate and Variable Rate Obligations. The Fund can
invest in debt securities other than Senior Loans that have floating or variable
interest rates. Those variable rate obligations may have a demand feature that
allows the Fund to tender the obligation to the issuer or a third party prior to
its maturity. The tender may be at par value plus accrued interest, according to
the terms of the obligations.

The interest rate on a floating rate demand note is adjusted
automatically according to a stated prevailing market rate, such as a bank's
prime rate, the 91-day U.S. Treasury Bill rate, or some other standard. The
instrument's rate is adjusted automatically each time the base rate is adjusted.
The interest rate on a variable rate note is also based on a stated prevailing
market rate but is adjusted automatically at specified intervals. Generally, the
changes in the interest rate on such securities reduce the fluctuation in their
market value. As interest rates decrease or increase, the potential for capital
appreciation or depreciation is less than that for fixed-rate obligations of the
same maturity. The Manager may determine that an unrated floating rate or
variable rate demand obligation meets the Fund's quality standards by reason of
being backed by a letter of credit or guarantee issued by a bank that meets
those quality standards.

Floating rate and variable rate demand notes that have a stated
maturity in excess of one year may have features that permit the holder to
recover the principal amount of the underlying security at specified intervals
not exceeding one year and upon no more than 30 days' notice. The issuer of that
type of note normally has a corresponding right in its discretion, after a given
period, to prepay the outstanding principal amount of the note plus accrued
interest. Generally the issuer must provide a specified number of days' notice
to the holder. The Fund can also buy step-coupon bonds that have a coupon rate
that changes periodically during the life of the security on pre-determined
dates that are set when the security is issued.

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

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

The Fund may engage in when-issued transactions to secure what the
Manager considers to be an advantageous price and yield at the time the
obligation is entered into. When the Fund enters into a when-issued or
delayed-delivery transaction, it relies on the other party to complete the
transaction. Its failure to do so may cause the Fund to lose the opportunity to
obtain the security at a price and yield the Manager considers to be
advantageous.

When the Fund engages in when-issued and delayed-delivery transactions,
it does so for the purpose of acquiring or selling securities consistent with
its investment objective and policies or for delivery pursuant to options
contracts it has entered into, and not for the purpose of investment leverage.
Although the Fund's purpose in entering into delayed-delivery or when-issued
purchase transactions is to acquire securities, it may dispose of a commitment
prior to settlement. If the Fund chooses to dispose of the right to acquire a
when-issued security prior to its acquisition or to dispose of its right to
delivery or receive against a forward commitment, it may incur a gain or loss.

At the time the Fund makes the commitment to purchase or sell a
security on a when-issued or delayed-delivery basis, it records the transaction
on its books and reflects the value of the security purchased in determining the
Fund's net asset value. In a sale transaction, it records the proceeds to be
received. The Fund will identify on its books liquid assets at least equal in
value to the value of the Fund's purchase commitments until the Fund pays for
the investment.

When-issued and delayed-delivery transactions can be used by the Fund
as a defensive technique to hedge against anticipated changes in interest rates
and prices. For instance, in periods of rising interest rates and falling
prices, the Fund might sell securities in its portfolio on a forward commitment
basis to attempt to limit its exposure to anticipated falling prices. In periods
of falling interest rates and rising prices, the Fund might sell portfolio
securities and purchase the same or similar securities on a when-issued or
delayed-delivery basis to obtain the benefit of currently higher cash yields.

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

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 may be deemed to be
illiquid investments. The Fund will not enter into a repurchase agreement that
causes more than 15% of its net assets to be subject to repurchase agreements
having a maturity beyond seven days. There is no limit on the amount of the
Fund's net assets that may be subject to repurchase agreements having maturities
of seven days or less.

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

|X| Reverse Repurchase Agreements. The Fund can use reverse repurchase
agreements on debt obligations it owns, as a cash management tool, but not as a
means of leveraging investments. Under a reverse repurchase agreement, the Fund
sells an underlying debt obligation and simultaneously obtains the commitment of
the purchaser to sell the security back to the Fund at an agreed-upon price at
an agreed-upon date. The Fund will identify on its books liquid assets in an
amount sufficient to cover its obligations under reverse repurchase agreements,
including interest, until payment is made to the seller. Before the Fund enters
into a reverse repurchase agreement, the Manager must be satisfied that the
seller, typically a bank or broker-dealer, is creditworthy.

These transactions involve the risk of default or insolvency by the
seller, including possible delays in the Fund's ability to dispose of the
underlying collateral. An additional risk is that the market value of the
securities sold by the Fund under a reverse repurchase agreement could decline
below the price at which the Fund is obligated to repurchase them. These
agreements will be considered borrowings by the Fund and will be subject to the
asset coverage requirement under the Fund's policy on borrowing discussed
elsewhere in this Statement of Additional Information. The Fund will not hold
more than 5% of the value of its total assets in reverse repurchase agreements.

|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. Because many Senior Loans
are not actively traded in securities markets and are not listed on exchanges,
many of the Fund's holdings may be deemed to be "illiquid." Since the Fund has
fundamental policies requiring it to make periodic offers to repurchase a
portion of its shares, the Investment Company Act imposes certain liquidity
requirements on the Fund in connection with repurchases. That liquidity
requirement extends from the time the Fund sends out a notice to shareholders of
the offer of repurchase until the repurchase pricing date. During that period, a
percentage of the Fund's assets equal to 100% of the repurchase offer amount
must consist of o assets that can be sold or disposed of in the ordinary course
of business at approximately the price at

which the Fund has valued the assets and which can be sold at that price
within the period between the repurchase request deadline and the
repurchase payment deadline, or
o assets that mature by the next repurchase payment deadline.

If at any time the Fund does not meet those liquidity requirements in
connection with repurchases, the Board of Trustees is required to cause the Fund
to take appropriate action to assure compliance. That might include the
requirement to sell securities or to terminate borrowings, which could cause
losses or additional to the Fund on its investment or loan.

If the Fund buys a restricted security, one that is not registered
under the Securities Act of 1933, the Fund may have to cause that security to be
registered before it can dispose of its holdings. 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.
Illiquid securities include repurchase agreements maturing in more than seven
days and participation interests that do not have puts exercisable within seven
days, as well as Rule 144A securities the Fund holds for which there is a lack
of a trading market among institutional purchasers.

|X| Investments in Equity Securities. The Fund can invest in securities
other than debt securities, including certain types of equity securities of both
foreign and U.S. companies, if such investments are consistent with the Fund's
investment objective. The Fund does not anticipate investing significant amounts
of its assets in these securities as part of its normal investment strategy. The
Fund's equity securities principally will be securities acquired in connection
with purchasing, restructuring or disposing of Senior Loans. Those equity
securities include preferred stocks (described above), rights and warrants, and
securities convertible into common stock. Certain equity securities may be
purchased because they may provide dividend income.

|_| Risks of Investing in Stocks. Stocks fluctuate in price, and
their short-term volatility at times may be great. To the extent that the Fund
invests in equity securities, the value of the Fund's portfolio will be affected
by changes in the stock markets. Market risk can affect the Fund's net asset
value per share, which will fluctuate as the values of the Fund's portfolio
securities change. The prices of individual stocks do not all move in the same
direction uniformly or at the same time. Different stock markets may behave
differently from each other.

Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer or
its industry. The Fund can invest in securities of large companies and mid-size
companies, but may also hold stocks of small companies, which may have more
volatile stock prices than stocks of larger companies.

|_| Convertible Securities. While some convertible securities are
a form of debt security, in certain cases their conversion feature (allowing
conversion into equity securities) causes them to be regarded more as "equity
equivalents." As a result, the rating assigned to the security has less impact
on the Manager's investment decision with respect to convertible securities than
in the case of non-convertible fixed income securities. Convertible securities
are subject to the credit risks and interest rate risks of debt securities
described above.

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

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

(1) whether, at the option of the investor, the convertible
security can be exchanged for a fixed number of
shares of common stock of the issuer,
(2) whether the issuer of the convertible securities has restated
its earnings per share of common stock on a fully diluted
basis (considering the effect of conversion of the convertible
securities), and
(3) the extent to which the convertible security may be a
defensive "equity substitute," providing the ability to
participate in any appreciation in the price of the issuer's
common stock.

|_| Rights and Warrants. The Fund can hold warrants or rights,
however, the Fund does not expect that it will have significant investments in
warrants and rights. Warrants basically are options to purchase equity
securities at specific prices valid for a specific period of time. Their prices
do not necessarily move parallel to the prices of the underlying securities.
Rights are similar to warrants, but normally have a short duration and are
distributed directly by the issuer to its shareholders. Rights and warrants have
no voting rights, receive no dividends and have no rights with respect to the
assets of the issuer.

|X| Money Market Instruments. The Fund can invest in money market
instruments, which are short-term debt obligations, to provide liquidity.
Following is a brief description of the types of the U.S. dollar-denominated
money market securities the Fund can invest in. 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.

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

|_| Bank Obligations. The Fund can buy time deposits, certificates of
deposit and bankers' acceptances. They must be:

o obligations issued or guaranteed by a domestic bank (including a
foreign branch of a domestic bank) having total assets of at least U.S. $1
billion, or

o obligations of a foreign bank with total assets of at least U.S. $1
billion.

"Banks" include commercial banks, savings banks and savings and loan
associations, which may or may not be members of the Federal Deposit Insurance
Corporation.

|_| Commercial Paper. The Fund can invest in commercial paper if
it is rated within the top three rating categories of Standard & Poor's and
Moody's or other rating organizations. If the paper is not rated, it may be
purchased if the Manager determines that it is comparable to rated commercial
paper in the top three rating categories of national rating organizations.

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

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

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

The Fund has no limitations on the type of issuer from whom these notes
will be purchased. However, in connection with such purchases and on an ongoing
basis, the Manager will consider the earning power, cash flow and other
liquidity ratios of the issuer, and its ability to pay principal and interest on
demand, including a situation in which all holders of such notes made demand
simultaneously. Investments in master demand notes are subject to the limitation
on investments by the Fund in illiquid securities, described in the Prospectus.
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 income or
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. 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.
Each type of interest may be shared with the borrower. The Fund may also pay
reasonable finders', custodian and administrative fees in connection with these
loans. The terms of the Fund's loans must meet applicable tests under the
Internal Revenue Code and must permit the Fund to reacquire loaned securities on
five days' notice or in time to vote on any important matter.

|X| Borrowing. The Fund has the ability to borrow from banks on an
unsecured basis to raise cash in order to repurchase its shares in a Repurchase
offer, to fund additional commitments under Senior Loans and for temporary,
emergency purposes. The Fund can also borrow money on a long-term basis to
acquire additional investments, which is a speculative technique is known as
"leverage." The Fund may borrow only from banks, although the Fund may enter
into reverse repurchase agreements, which are considered to be borrowings, with
dealers and other financial institutions.

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

The Fund expects to meet its commitments to repurchase shares in the
amount set by the Board of Trustees by using cash from sales of additional
shares of the Fund to the public, sales of portfolio securities, and income from
loans or repayments on loans held in its portfolio. However, to the extent
needed to enable the Fund to meet the asset coverage requirements for those
repurchases under the Investment Company Act, any borrowing by the Fund will
either o mature by the next repurchase request deadline or o provide for its
redemption, call, or repayment by the Fund by the next repurchase request
deadline.

The Fund will pay interest on these loans, and that interest expense
will raise the overall expenses of the Fund and reduce its returns. If it does
borrow, its expenses will be greater than comparable funds that do not borrow
for leverage. Additionally, the Fund's net asset value per share might fluctuate
more than that of funds that do not borrow. Currently, the Fund does not
contemplate using leverage to a substantial degree, but it may do so if the cash
available from sales of additional shares, repayment of loans and other sources
is insufficient to meet the Fund's cash flow needs.

|X| Asset-Backed Securities. Asset-backed securities are fractional
interests in pools of assets, typically accounts receivable or loans. Asset
backed securities that are collateralized loan obligations may include domestic
and foreign senior secured loans, unsecured senior loans and subordinate
corporate loans, all of which may be investment grade or below investment grade
in quality. The Fund currently intends to limit its investments in these
securities to not more than 10% of its total assets.

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

In general, asset backed securities are subject to prepayment risks,
interest rate risks and the credit risks of both the borrowers and of the entity
that issues the security. The value of an asset-backed security is affected by
changes in the market's perception of the asset backing the security, the
creditworthiness of the servicing agent for the loan pool, the originator of the
loans, or the financial institution providing any credit enhancement, and is
also affected if any credit enhancement has been exhausted. The main risks of
investing in asset-backed securities are ultimately related to payment of the
underlying loans by the individual borrowers.

The Fund does not select either the borrowers or the collateral under
these arrangements. As a purchaser of an asset-backed security, the Fund would
generally have no recourse to the entity that originated the loans in the event
of default by a borrower. The underlying loans are subject to prepayments, which
may shorten the weighted average life of asset-backed securities and may lower
their return, in the same manner as in the case of mortgage-backed securities
and CMOs, described above. Some asset-backed securities do not have the benefit
of a security interest in the underlying collateral. Even if the obligations are
collateralized, there may be significant delays in collecting on the collateral
in the case of a default on an underlying loan, and as an investor in the
asset-backed security the Fund may have limited rights or no rights to enforce
the terms of underlying loan agreements, to object to amendments to the lending
agreement or to any set-off against the borrower.

|X| Derivatives. The Fund can invest in a variety of derivative
investments to seek income or for hedging purposes. Derivative investments the
Fund can use include the mortgage-backed and asset-backed securities described
above, and the swaps, structured notes and other hedging instruments described
below in this Statement of Additional Information.

|X| Hedging. The Fund can use hedging instruments, although it is not
obligated to use them in seeking its objective. The Fund may uses these
techniques to try to preserve returns on a particular investment in its
portfolio, or to try to protect against anticipated decreases in the interest
rates on floating rate investments or for other risk-management purposes, such
as managing the effective dollar-weighted average maturity of the Fund's
portfolio. To attempt to protect against declines in the market value of the
Fund's portfolio holdings from changes in interest rates or other market
factors, to permit the Fund to retain unrealized gains in the value of portfolio
securities that have appreciated, or to facilitate selling securities for
investment reasons, the Fund could:
o sell futures contracts,
o buy puts on such futures or on securities, or
o write covered calls on securities or futures. Covered calls may
also be used to increase the Fund's income, but the Manager does
not expect to engage extensively in that practice.

The Fund can use hedging to establish a position in the securities
market as a temporary substitute for purchasing particular securities. In that
case, the Fund would normally seek to purchase the securities and then terminate
that hedging position. The Fund might also use this type of hedge to attempt to
protect against the possibility that its portfolio securities would not be fully
included in a rise in value of the market. To do so the Fund could:

o buy futures, or
o buy calls on such futures or on securities.

The Fund is not obligated to use hedging instruments, even though it is
permitted to use them in the Manager's discretion, as described below. The
Fund's strategy of hedging with futures and options on futures will be
incidental to the Fund's activities in the underlying cash market. Because these
hedging transactions are entered into for risk management purposes, the Manager
does not believe that these obligations are "senior securities" subject to the
Fund's asset-coverage requirements for senior securities. The particular hedging
instruments the Fund can use are described below. The Fund may employ new
hedging instruments and strategies when they are developed, if those investment
methods are consistent with the Fund's investment objective and are permissible
under applicable regulations governing the Fund.

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

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

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

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

The Fund does not pay or receive money on the purchase or sale of a
future. Upon entering into a futures transaction, the Fund will be required to
deposit an initial margin payment with the futures commission merchant (the
"futures broker"). Initial margin payments will be deposited with the Fund's
custodian bank in an account registered in the futures broker's name. However,
the futures broker can gain access to that account only under specified
conditions. As the future is marked to market (that is, its value on the Fund's
books is changed) to reflect changes in its market value, subsequent margin
payments, called variation margin, will be paid to or by the futures broker
daily. Alternatively, the Fund may maintain accounts with futures brokers,
provided that the Fund and the futures brokers comply with the requirements of
the rules under the Investment Company Act.

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

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

|_| Writing Covered Call Options. The Fund can write (that is,
sell) covered calls. If the Fund sells a call option, it must be covered. That
means the Fund must own the security subject to the call while the call is
outstanding, or, for certain types of calls, the call may be covered by
segregating liquid assets to enable the Fund to satisfy its obligations if the
call is exercised. There is no limit on the amount of the Fund's total assets
that may be subject to covered calls the Fund writes, although the Fund does not
expect to engage in this practice extensively.

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

When the Fund writes a call on an index, it receives cash (a premium).
If the buyer of the call exercises it, the Fund will pay an amount of cash equal
to the difference between the closing price of the call and the exercise price,
multiplied by the specified multiple that determines the total value of the call
for each point of difference. If the value of the underlying investment does not
rise above the call price, it is likely that the call will lapse without being
exercised. In that case the Fund would keep the cash premium.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Fund may also purchase calls and puts on spread options. Spread
options pay the difference between two interest rates, two exchange rates or two
referenced assets. Spread options are used to hedge the decline in the value of
an interest rate, currency or asset compared to a reference or base interest
rate, currency or asset. The risks associated with spread options are similar to
those of interest rate options, foreign exchange options and debt or equity
options.

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

|_| Buying and Selling Options on Foreign Currencies. The Fund
can buy and sell calls and puts on foreign currencies. They include puts and
calls that trade on a securities or commodities exchange or in the
over-the-counter markets or are quoted by major recognized dealers in such
options. The Fund could use these calls and puts to try to protect against
declines in the dollar value of foreign securities and increases in the dollar
cost of foreign securities the Fund wants to acquire.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The precise matching of the amounts under forward contracts and the
value of the securities involved generally will not be possible because the
future value of securities denominated in foreign currencies will change as a
consequence of market movements between the date the forward contract is entered
into and the date it is sold. In some cases the Manager might decide to sell the
security and deliver foreign currency to settle the original purchase
obligation. If the market value of the security is less than the amount of
foreign currency the Fund is obligated to deliver, the Fund might have to
purchase additional foreign currency on the "spot" (that is, cash) market to
settle the security trade. If the market value of the security instead exceeds
the amount of foreign currency the Fund is obligated to deliver to settle the
trade, the Fund might have to sell on the spot market some of the foreign
currency received upon the sale of the security. There will be additional
transaction costs on the spot market in those cases.

The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing the Fund to sustain losses
on these contracts and to pay additional transactions costs. The use of forward
contracts in this manner might reduce the Fund's performance if there are
unanticipated changes in currency prices to a greater degree than if the Fund
had not entered into such contracts.

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

The costs to the Fund of engaging in forward contracts varies with
factors such as the currencies involved, the length of the contract period and
the market conditions then prevailing. Because forward contracts are usually
entered into on a principal basis, no brokerage fees or commissions are
involved. Because these contracts are not traded on an exchange, the Fund must
evaluate the credit and performance risk of the counterparty under each forward
contract.

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. The Fund may convert foreign currency from time to time, and
will incur costs in doing so. Foreign exchange dealers do not charge a fee for
conversion, but they do seek to realize a profit based on the difference between
the prices at which they buy and sell various currencies. Thus, a dealer might
offer to sell a foreign currency to the Fund at one rate, while offering a
lesser rate of exchange if the Fund desires to resell that currency to the
dealer.

|_| Interest Rate Swaps and Total Return Swaps. In an interest
rate swap, the Fund and another party exchange their right to receive or their
obligation to pay interest on a security. For example, they might swap the right
to receive fixed rate payments for floating rate payments. If the Fund held a
Senior Loan with an interest rate that is reset only once a year, it might swap
the right to receive interest at that rate for the right to receive interest at
a rate that is reset every week. In that case, if interest rates were to rise,
the increased interest received by the Fund would offset a decline in the value
of the Senior Loan. On the other hand, if interest rates were to fall, the
Fund's benefit from the effect of falling interest rates on the value of the
Senior Loan would decrease.

In addition, the Fund may invest in total return swaps with appropriate
counterparties. In a total return swap, one party pays a rate of interest in
exchange for the total rate of return on another investment. For example, if the
Fund wished to invest in a Senior Loan, it could instead enter into a total
return swap and receive the total return of the Senior Loan, less the "funding
cost," which would be a floating interest rate payment to the counterparty.

Under a swap agreement, the Fund typically will pay a fee determined by
multiplying the face value of the swap agreement by an agreed-upon interest
rate. If the underlying asset value declines over the term of the swap, the Fund
would be required to pay the dollar value of that decline to the counterparty in
addition to its fee payments.

The Fund intends to invest only in swap transactions that are exempt
from regulation by the Commodity Futures Trading Commission under the Commodity
Exchange Act.

Swap agreements entail both interest rate risk and credit risk. There
is a risk that, based on movements of interest rates in the future, the payments
made by the Fund under a swap agreement will be greater than the payments it
receives. Credit risk arises from the possibility that the counterparty will
default. If the counterparty defaults, the Fund's loss will consist of the net
amount of contractual interest payments that the Fund has not yet received. The
Manager will monitor the creditworthiness of counterparties to the Fund's
interest rate swap transactions on an ongoing basis.

The Fund can enter into swap transactions with certain counterparties
pursuant to master netting agreements. A master netting agreement provides that
all swaps done between the Fund and that counterparty shall be regarded as parts
of an integral agreement. If amounts are payable on a particular date in the
same currency in respect of one or more swap transactions, the amount payable on
that date in that currency shall be the net amount. In addition, the master
netting agreement may provide that if one party defaults generally or on one
swap, the counterparty can terminate all of the swaps with that party. Under
these agreements, if a default results in a loss to one party, the measure of
that party's damages is calculated by reference to the average cost of a
replacement swap for each swap. It is measured by the mark-to-market value at
the time of the termination of each swap. The gains and losses on all swaps are
then netted, and the result is the counterparty's gain or loss on termination.
The termination of all swaps and the netting of gains and losses on termination
is generally referred to as "aggregation."

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

Transactions in options by the Fund are subject to limitations
established by the option exchanges. The exchanges limit the maximum number of
options that may be written or held by a single investor or group of investors
acting in concert. Those limits apply regardless of whether the options were
written or purchased on the same or different exchanges or are held in one or
more accounts or through one or more different exchanges or through one or more
brokers. Thus, the number of options that the Fund may write or hold may be
affected by options written or held by other entities, including other
investment companies having the same adviser as the Fund (or an adviser that is
an affiliate of the Fund's adviser). The exchanges also impose position limits
on futures transactions. An exchange may order the liquidation of positions
found to be in violation of those limits and may impose certain other sanctions.

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

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

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

Under the Internal Revenue Code, the following gains or losses are treated as
ordinary income or loss:

1. gains or losses attributable to fluctuations in exchange rates
that occur between the time the Fund accrues interest or other
receivables or accrues expenses or other liabilities denominated
in a foreign currency and the time the Fund actually collects
such receivables or pays such liabilities, and

2. gains or losses attributable to fluctuations in the value of a
foreign currency between the date of acquisition of a debt
security denominated in a foreign currency or foreign currency
forward contracts and the date of disposition.

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

|X| Temporary Defensive Investments. When market conditions are
unstable, or the Manager believes it is otherwise appropriate to reduce holdings
in stocks, the Fund can invest in a variety of debt securities for defensive
purposes. The Fund can also purchase these securities for liquidity purposes to
meet cash needs due to the redemption of Fund shares, or to hold while waiting
to reinvest cash received from the sale of other portfolio securities. The
Fund's temporary defensive investments can include the following short-term
(maturing in one year or less) dollar-denominated debt obligations:

o obligations issued or guaranteed by the U. S. government or its
instrumentalities or agencies,

o commercial paper (short-term, unsecured promissory notes) of
domestic or foreign companies,

o debt obligations of domestic or foreign corporate issuers,

o certificates of deposit and bankers' acceptances of domestic
and foreign banks having total assets in excess of $1 billion,
and

o repurchase agreements.

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

Portfolio Turnover. "Portfolio turnover" describes the rate at which the Fund
traded its portfolio securities during its last fiscal year. For example, if a
fund sold all of its securities during the year, its portfolio turnover rate
would have been 100%. The Manager is not limited in the amount of portfolio
trading it may conduct on behalf of the Fund and will buy and sell securities as
it deems appropriate. The Fund's portfolio turnover rate will fluctuate from
year to year, and the Fund could have a portfolio turnover rate of more than
100% annually. The portfolio turnover rate may vary greatly from year to year.
The Fund can engage in short-term trading to try to achieve its objective.
However, the Manager currently does not expect the Fund's annual portfolio
turnover rate to exceed 100%.

Increased portfolio turnover creates higher transaction costs for the
Fund, which may reduce its overall performance. Additionally, the realization of
capital gains from selling portfolio securities may result in distributions of
taxable long-term capital gains to shareholders, since the Fund will normally
distribute all of its capital gains realized each year, to avoid excise taxes
under the Internal Revenue Code. If the Fund repurchases large amounts of shares
during Repurchase Offers, it may have to sell portions of its securities
holdings to raise cash to pay for those repurchases. That might may result in a
higher than usual portfolio turnover rate.

Investment Restrictions. In addition to having a number of investment policies
and restrictions identified in the Prospectus or elsewhere as "fundamental
policies," the Fund has other investment restrictions that are fundamental
policies, described below.

|X| What Are "Fundamental Policies?" Fundamental policies are those
policies that the Fund has adopted to govern its investments that can be changed
only by the vote of a "majority" of the Fund's outstanding voting securities.
Under the Investment Company Act, a "majority" vote is defined as the vote of
the holders of the lesser of:

o 67% or more of the shares present or represented by proxy at a
shareholder meeting, if the holders of more than 50% of the
outstanding shares are present or represented by proxy, or
o more than 50% of the outstanding shares.

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

|X| What Are the Fund's Additional Fundamental Policies? The
following investment restrictions are fundamental policies of the Fund:

o The Fund cannot invest 25% or more of its total assets in
securities of issuers having their principal business activities
in the same industry. The Fund can invest 25% or more of its
total assets and can invest up to 100% of its total assets in
securities of issuers in the group of financial services
industries, which under the Fund's currently-used industry
classifications include the following industries (this group of
industries and the Fund's industry classifications can be changed
by the Fund without shareholder approval): banks, bank holding
companies, commercial finance, consumer finance, diversified
financial, insurance, savings and loans, and special purpose
financial. For the purpose of this investment restriction, the
term "issuer" includes the borrower under a loan, the agent bank
for a loan, and any intermediate participant in the loan
interposed between the borrower and the Fund. The percentage
limitation in this investment restriction does not apply to
securities issued or guaranteed by the U.S. government or its
agencies and instrumentalities. For the purposes of interpreting
this investment restriction, each foreign national government is
treated as an "industry" and utilities are divided according to
the services they provide.

o The Fund cannot borrow money in excess of 33 1/3% of the value
of its total assets at the time of the borrowings. The Fund's
borrowings must comply with the 300% asset coverage requirement
under the Investment Company Act, as such requirement may be
amended from time to time.

o The Fund cannot make loans to other persons. However, the Fund can
invest in loans (including by direct investments or purchasing
assignments or participation interests) and other debt obligations
in accordance with its investment objective and policies. The Fund
may also lend its portfolio securities and may purchase securities
subject to repurchase agreements.

o The Fund cannot buy or sell real estate. However, the Fund can
purchase securities secured by real estate or interests in real
estate, or issued by issuers (including real estate investment
trusts) that invest in real estate or interests in real estate.
The Fund may hold and sell real estate as acquired as a result of
the Fund's ownership of securities.

o The Fund cannot buy or sell commodities or commodity contracts.
However, the Fund can buy and sell derivative instruments and
other hedging instruments, such as futures contracts, options and
swaps.

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

o The Fund cannot buy securities on margin. However, the Fund can
make margin deposits in connection with its use of derivative
instruments and hedging instruments.

o The Fund cannot issue "senior securities," except as permitted
under the Investment Company Act. This limitation 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.

Notwithstanding the Fund's investment policies and restrictions, the
Fund may invest all or part of its investable assets in a management investment
company with substantially the same investment objective, policies and
restrictions as the Fund. This could allow creation of a "master/feeder"
structure in the future, although the Fund has no current intention to
restructure in this manner.

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

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

|X| Additional Fundamental Policies Concerning Repurchase Offers. The
following policies concerning the Repurchase Offers are
fundamental, which means that the Board of Trustees cannot change
the policies without the vote of the holders of a "majority of the
fund's outstanding voting securities," as that term is defined in
the 1940 Act:

o The Fund will make periodic Repurchase Offers, pursuant to Rule
23c-3 under the Investment Company Act (as that Rule may be
amended from time to time).
o Repurchase Offers shall be made at periodic intervals of three
months between Repurchase Request Deadlines. The Repurchase
Request Deadlines will be at the time on the regular business day
(normally the last regular business day) in the months of January,
April, July and October to be determined by the Fund's Board of
Trustees.
o The Repurchase Pricing Date for a particular Repurchase Offer
shall be not more than 14 days after the Repurchase Request
Deadline for that Repurchase Offer. If that day is not a regular
business day, then the Repurchase Pricing Date will be the
following regular business day.

How the Fund is Managed

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

|X| 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 three classes of shares: Class A, Class B and Class C, each
having a par value of $0.001 per share. 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.

|X| 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.

|X| Shareholder and Trustee Liability. The Fund's Declaration of Trust
contains an express disclaimer of shareholder and 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. The
Declaration of Trust further states that 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 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 also trustees, directors or managing general partners of the
following Denver-based Oppenheimer funds1:

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

Ms. Macaskill and Messrs. Swain, Bishop, Donohue, Farrar, Wixted and
Zack, who are officers of the Fund, respectively hold the same offices with
the other Denver-based Oppenheimer funds. As of November 13, 2000, none of
the Trustees and officers of the Fund owned shares of the Fund.

William L. Armstrong, Trustee; Age 63
11 Carriage Lane, Littleton, Colorado 80121
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997) and Ambassador Media Corporation (since 1994); Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage)(since 1994), Frontier Title (title insurance agency) (since 1995) and
Great Frontier Insurance (insurance agency)(since 1995); a Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), and UNUMProvident (insurance company) (since 1991);
formerly a director of the following public companies: Natec Resources, Inc.
(air pollution control equipment and services company) (1991-1995) and
International Family Entertainment (television channel) (1991-1997).

Robert G. Avis,* Trustee; Age: 69
10369 Clayton Road, St. Louis, Missouri 63131
Director and President of A.G. Edwards Capital, Inc. (general partner
of private equity funds); formerly (until March 2000) Chairman, President
and Chief Executive Officer of A.G. Edwards Capital, Inc.; formerly (until
March 1999) Vice Chairman and Director of A.G. Edwards, Inc. and Vice
Chairman of A.G. Edwards & Sons, Inc. (its brokerage company subsidiary);
Chairman of A.G.E. Asset Management (investment advisor) and A.G. Edwards
Trust Company; until March 2000, a Director of A.G. Edwards & Sons and A.G.
Edwards Trust Company.

George C. Bowen, Trustee; Age 64
9224 Bauer Ct., Lone Tree, Colorado 80124
Formerly (until April 1999) Mr. Bowen held the following positions: Senior Vice
President (from September 1987) and Treasurer (from March 1985) of the Manager;
Vice President (from June 1983) and Treasurer (from March 1985) of the
Distributor; Vice President (from October 1989) and Treasurer (from April 1986)
of HarbourView Asset Management Corporation, an investment adviser subsidiary of
the Manager; Senior Vice President (from February 1992), Treasurer (from July
1991) and a director (from December 1991) of Centennial Asset Management
Corporation, an investment advisory subsidiary of the Manager; President,
Treasurer and a director of Centennial Capital Corporation, a subsidiary of the
Manager (from June 1989); Vice President and Treasurer (from August 1978) and
Secretary (from April 1981) of Shareholder Services, Inc., a transfer agent
subsidiary of the Manager; Vice President, Treasurer and Secretary of
Shareholder Financial Services, Inc., a transfer agent subsidiary of the Manager
(from November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp., the
Manager's parent holding company (from March 1998); Treasurer of Oppenheimer
Partnership Holdings, Inc., a subsidiary of the Manager (from November 1989);
Vice President and Treasurer of Oppenheimer Real Asset Management, Inc., an
investment advisory subsidiary of the Manager (from July 1996); Treasurer of
OppenheimerFunds International Ltd., an offshore investment advisory subsidiary
of the Manager, and Oppenheimer Millennium Funds plc, off-shore investment
companies managed by the Manager (from October 1997).

Edward L. Cameron, Trustee; Age: 62
Spring Valley Road, Morristown, New Jersey 07960
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLC (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998).

Jon S. Fossel, Trustee; Age: 58
P.O. Box 44, Mead Street, Waccabuc, New York 10597
Formerly (until October 1995) Chairman and a director of the Manager,
President and a director of Oppenheimer Acquisition Corp., Shareholder
Services, Inc. and Shareholder Financial Services, Inc.

Sam Freedman, Trustee; Age: 60
4975 Lakeshore Drive, Littleton, Colorado 80123
Formerly (until October 1994) Chairman and Chief Executive
Officer of OppenheimerFunds Services, a transfer agent division
of the Manager; Chairman, Chief Executive Officer and a director
of Shareholder Services, Inc. and of Shareholder Financial
Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp. and a director of the Manager.

Raymond J. Kalinowski, Trustee; Age: 71
44 Portland Drive, St. Louis, Missouri 63131
Formerly a Director of Wave Technologies International, Inc. (a
computer products training company); self-employed consultant (securities
matters).

C. Howard Kast, Trustee; Age: 78
2552 East Alameda, Denver, Colorado 80209

Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).

Robert M. Kirchner, Trustee; Age: 79
7500 E. Arapahoe Road, Englewood, Colorado 80112
President of The Kirchner Company (management consultants).

Bridget A. Macaskill*, Trustee and President; Age: 52
Two World Trade Center, 34th Floor, New York, New York 10048
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; a director (since June 1991) of
HarbourView Asset Management Corp; Chairman and a director of Shareholder
Services, Inc. (since August 1994), and Shareholder Financial Services, Inc.
(since September 1995); President (since September 1995) and a director (since
October 1990) of Oppenheimer Acquisition Corp.; President, Chief Executive
Officer and a director (since March 2000) of OFI Private Investments, Inc., an
investment adviser subsidiary of the Manager; President (since September 1995)
and a director (since November 1989) of Oppenheimer Partnership Holdings, Inc.;
a director of Oppenheimer Real Asset Management, Inc. (since July 1996);
President and a director (since October 1997) of OppenheimerFunds International
Ltd.; Chairman, President and a director of Oppenheimer Millennium Funds plc
(since October 1997); President and a director or trustee of other Oppenheimer
funds; a director of Prudential Corporation plc (a U.K. financial services
company); formerly President of the Manager (June 1991-August 2000).

James C. Swain*, Chairman, Chief Executive Officer and Trustee; Age: 67
6803 South Tucson Way, Englewood, Colorado 80112

Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation and Chairman of the Board of
Shareholder Services, Inc.

Arthur Zimmer, Vice President and Portfolio Manager, Age: 54.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President of the Manager (since June 1997) and HarbourView Asset
Management Corporation (since April 1999); Vice President of Centennial Asset
Management Corporation (since September 1991); an officer of other Oppenheimer
funds; formerly Vice President of the Manager (October 1990 - June 1997).

Joseph Welsh, Assistant Vice President and Portfolio Manager; Age: 36.

Assistant Vice President of the Manager (since 1999); previously a high yield
bond analyst for the Manager (January 1995 to 1999), prior to which he was a
high yield bond analyst for W.R. Huff Asset Management (from November 1991 to
December 1994).

Margaret Hui, Assistant Vice President and Associate Portfolio Manager; Age: 42.
6803 South Tucson Way, Englewood, Colorado 80112

Assistant Vice President of the Manager (since October 1999); previously a Vice
President - Syndications of Sanwa Bank California (January 1998 - September
1999), prior to which she was a Vice President of Banque Nationale de Paris (May
1990 - January 1998).

Andrew J. Donohue, Vice President and Secretary; Age: 50
Two World Trade Center, 34th Floor, New York, New York 10048
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 the
Distributor; Executive Vice President, General Counsel and a
director of HarbourView Asset Management Corp., Shareholder
Services, Inc., Shareholder Financial Services, Inc. (all since
September 1995); and Oppenheimer Partnership Holdings, Inc.
(since September 1995) and of OFI Private Investments, Inc.
(since March 2000); President and a director of Centennial Asset
Management Corp. (since September 1995); President, General
Counsel and a director of Oppenheimer Real Asset Management, Inc.
(since July 1996); General Counsel (since May 1996) and Secretary
(since April 1997) of Oppenheimer Acquisition Corp.; Vice
President and a director of OppenheimerFunds International Ltd.
and Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds.

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

Robert J. Bishop, Assistant Treasurer; 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 for
the Manager.

Scott 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 for
the Manager.

Robert G. Zack, Assistant Secretary; Age: 52

Two World Trade Center, 34th Floor, 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), and Shareholder Financial Services, Inc. (since November
1989); Assistant Secretary (since October 1997) of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc; an officer of other
Oppenheimer funds.

Remuneration of Trustees. The officers of the Fund and two of the Trustees of
the Fund (Ms. Macaskill and Mr. Swain) are affiliated with the Manager and
receive no salary or fee from the Fund. The remaining Trustees of the Fund
received the compensation shown below. The compensation paid by the Fund in the
table below is the amount paid by the Fund during the Fund's first full fiscal
year ended July 31, 2000. The compensation from all of the Denver-based
Oppenheimer funds includes represents compensation received as a director,
trustee, managing general partner or member of a committee of the Board during
the calendar year 1999.

Total Compensation
Aggregate Compensation From all Denver-Based
From Fund Oppenheimer Funds1
(38 Funds)

Trustee's Name and Position
<S> <C> <C>

William H. Armstrong $101 $14,542

Robert G. Avis $154 $67,998

George C. Bowen
Audit Committee Member $110 $23,879

Edward L. Cameron $ 97 $ 2,430

Jon. S. Fossel
Review Committee Member $152 $66,586

Sam Freedman
Chairman, Review Committee $171 $73,998

Raymond J. Kalinowski
Former Audit Committee Member $159 $73,248

C. Howard Kast
Chairman, Audit Committee; $184 $78,873
Review Committee Chairman

Robert M. Kirchner
Audit Committee Member $162 $69,248

----------------------------------------- -------------------------------- ---------------------------------
</TABLE>

1. For the 1999 calendar year. Compensation is only from those of
the 38 Denver-based Oppenheimer funds on whose Board a Trustee
served during that year. Messrs. William A. Baker and Ned M.
Steel, Trustees Emeritus of the Fund, retired from the Board of
Trustees July 1, 2000. During the fiscal year ended 7/31/00, they
each received Trustee fees of $66 from the Fund.

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

|X| Major Shareholders. As of November 13, 2000, the only persons
owning of record or known by the Fund to be the beneficial owner of 5% or more
of the shares of any class of the Fund were as follows:

Star Industries, Inc., 425 Underhill Blvd., Syosset, NY 11791,
owned 199,250.674 Class A shares, representing 5.38% of the
issued and outstanding Class A shares;

Griffin Mortgage Co. Inc., P.O. Box 50784, Kalamazoo, MI 49005,
owned 301,912.279 Class A shares, representing 8.15% of the
issued and outstanding Class A shares; and

Charles Gross, 155 Cheek Road, Nashville, TN 37205, owned
266,689.496 Class A shares, representing 7.20% of the issued and
outstanding Class A shares.

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 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.

|X| The Investment Advisory Agreement. The Manager provides investment
advisory and management services to the Fund under an investment advisory
agreement between the Manager and the Fund. The Manager selects investments for
the Fund's portfolio and handles its day-to-day business. The portfolio managers
of the Fund are employed by the Manager and are the persons who are principally
responsible for the day-to-day management of the Fund's portfolio.

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

The Fund pays expenses not expressly assumed by the Manager under the
advisory agreement. The advisory agreement lists examples of expenses paid by
the Fund. The major categories relate to interest, taxes, brokerage commissions,
fees to certain Trustees, legal and audit expenses, custodian and transfer agent
expenses, share issuance costs, certain printing and registration costs and
non-recurring expenses, including litigation costs. The management fees paid by
the Fund to the Manager are calculated at the rates described in the Prospectus,
which are applied to the assets of the Fund as a whole. The fees are allocated
to each

class of shares based upon the relative Management Fees Paid to proportion of
the Fund's net assets OppenheimerFunds, Inc. represented by that class. Under
its voluntary expense limitation undertaking, the Manager waived its entire fee
for the period from September 8, 1999, to March 1, 2000.

For the period from March 1, 2000, to March 31, 2000, the Manager waived 0.50%
of the management fee. From and after April 1, 2000, the Manager waived 0.20% of
its fee under its current undertaking, which can be amended or terminated at any
time.

Fiscal Year Ended 7/31: Management Fees Paid to OppenheimerFunds, Inc.

2000 $920,997*

* Amount is without considering voluntary waivers in effect during all
or a portion of the fiscal year. The amount waived was $468,292.

The investment advisory agreement states that in the absence of willful
misfeasance, bad faith, gross negligence in the performance of its duties or
reckless disregard of its obligations and duties under the investment advisory
agreement, the Manager is not liable for any loss resulting from a good faith
error or omission on its part with respect to any of its duties under the
agreement.

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

Brokerage Policies of the Fund

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

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

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

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

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

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

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

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

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

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

During the fiscal year ended July 31, 2000, the Fund incurred no brokerage
commissions for portfolio transactions.

Distribution and Service Plans

The Distributor. Under its General Distributor's Agreement with the Fund, the
Distributor acts as the Fund's principal underwriter in the continuous public
offering of the different classes of shares of the Fund. The Distributor is not
obligated to sell a specific number of shares. Expenses normally attributable to
sales are borne by the Distributor.

The compensation paid to (or retained by) the Distributor from the sale of
shares or on the repurchase of shares during the fiscal year ended 7/31/00 is
shown in the table below.

Fiscal Year Ended 7/31: Concessions on Class B Shares Advanced Concessions on Class C Shares Advanced by
by the Distributor 1 the Distributor 1
<S> <C> <C>

2000 $2,369,945 $1,885,899

---------------------------- ------------------------------------------ ----------------------------------------------
</TABLE>

1. The Distributor advances concessions to dealers for sales of Class B and
Class C shares from its own resources at the time of sale. There are no
concessions on sales of Class A shares.

Fiscal Year Ended 7/31: Class A Early Withdrawal Class B Early Withdrawal Class C Early Withdrawal
Charges Retained by Charges Retained by Charges Retained by
Distributor Distributor Distributor
<S> <C> <C> <C>

2000 None $44,182 $37,162

-------------------------- ------------------------------ ----------------------------- ------------------------------
</TABLE>

Distribution and Service Plans. The Fund has adopted a Service Plan for Class A
shares and Distribution and Service Plans for Class B and Class C shares. 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.

Because the Fund is a closed-end fund and is not able to rely on the
provisions of Rule 12b-1 under the Investment Company Act that apply to open-end
funds, the Fund has requested and obtained from the Securities and Exchange
Commission exemptive relief from certain provisions of the Investment Company
Act, to permit the Fund to adopt Distribution and Service Plans and to make
payments under those plans to the Distributor. The operation of those plans is
contingent upon the continued availability of that exemptive relief from the
SEC. That exemptive order also permits the Fund to impose early withdrawal
charges on its Class B and Class C shares, under the circumstances described in
the Prospectus and elsewhere in this Statement of Additional Information.

Each plan has been approved by a vote of the Board of Trustees,
including a majority of the Independent Trustees2, cast in person at a meeting
called for the purpose of voting on that plan. Each plan has also been approved
by the holders of a "majority" (as defined in the Investment Company Act) of the
shares of the applicable class. The shareholder votes were cast by the Manager
as the sole initial shareholder of each class of shares of the Fund.

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

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

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

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

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

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

|X| Class A Service Plan. 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 of up to 0.25% of the
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.

|X| Class B and Class C Service and Distribution Plans. 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
allows the Distributor to be compensated at a flat rate for its services,
whether the Distributor's distribution expenses are more or less than the
amounts paid by the Fund under the plan during the period for which the fee is
paid. The types of services that recipients provide are similar to the services
provided under the Class A service plan, described above.

The Class B and the Class C 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 will make 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 or Class C shares are repurchased by the Fund during the
first year after their purchase, the recipient of the service fees on those
shares will be obligated to repay the Distributor a pro rata portion of the
advance payment of the service fee made on those shares.

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

The asset-based sales charges on Class B 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. The Fund pays the
asset-based sales charges to the Distributor for its services rendered in
distributing Class B and Class C shares. The payments are made to the
Distributor in recognition that the Distributor: o pays sales commissions to
authorized brokers and dealers at the time of sale and pays service fees as
described above,
o may finance payment of sales commissions and/or the advance of
the service fee payment to recipients under the plans, or may
provide such financing from its own resources or from the
resources of an affiliate,
o employs personnel to support distribution of Class B and Class C
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 and Class C shares
may be more than the payments it receives from the early withdrawal charges
collected on repurchased shares and from the Fund under the plans. If either the
Class B or the Class C 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.

Under the exemptive order granted to the Fund by the Securities and
Exchange Commission that allows the Fund to establish the Distribution and
Service Plans and to pay fees to the Distributor under those plans, 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 performance. These terms include "dividend yield,"
"average annual total return," and "cumulative total return." An
explanation of how yields and 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 www.oppenheimerfunds.com.

The Fund's illustrations of its performance data in advertisements must
comply with rules of the Securities and Exchange Commission. Advertisement by
the Fund of its performance data may include the average annual total returns
for the advertised class of shares of the Fund. Those returns may 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) and/or cumulative total
returns over a stated period. Dividend yields may also be shown for a class of
shares.

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

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

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

o An investment in the Fund is not insured by the FDIC or any other
government agency.

o The principal value of the Fund's shares, and its yields and total
returns, are not guaranteed and normally will fluctuate on a daily
basis.

o When you sell your shares, they may be worth more or less than
their original cost.

o Yields and total returns for any given past period represent
historical performance information and are not, and should not be
considered, a prediction of future yields or returns.

o The performance of each class of shares is shown separately. The
performance of each class of shares will usually be different,
because each class bears different expenses. The yields and
total returns of each class of shares of the Fund are affected by
market conditions, the quality of the Fund's investments, the
maturity of those investments, the types of investments the Fund
holds, and its operating expenses that are allocated to the
particular class.
o Unlike open-end mutual funds, closed-end funds are not required to
calculate or depict performance in a standardized manner. However,
the Fund may choose to follow the performance calculation
methodology used by open-end funds.

|X| Dividend Yield. Each class of shares calculates its dividend yield
separately because of the different expenses that affect each class. Dividend
yield is a distribution return based on the dividends paid on a class of shares
during the actual dividend period. To calculate dividend yield, the dividends of
a class declared during a stated period are added together, and the sum is
multiplied by 12 (to annualize the yield) and divided by the maximum offering
price on the last day of the dividend period. The formula is shown below:

Dividend Yield = (dividends paid / No. of days in period x No. of days
in calendar year)
_________________________________________________________________________
Maximum Offering Price (payment date)

The maximum offering price for Class A, Class B and Class C shares is
the net asset value per share, without considering the effect of Early
Withdrawal Charges.

The Fund's Dividend Yields for the 30-Day Period Ended 7/31/00:
Class of Shares Dividend Yield

Class A 8.65%

Class B 8.25%

Class C 8.25%

|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 repurchased 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 for open-end funds. The methodology is discussed below.

In calculating total returns for Class B shares, the applicable early
withdrawal charge is applied, depending on the period for which the return is
shown: 3.0% in the first year, 2.0% in the second year, 1.5% in the third and
fourth years, 1.0% in the fifth year, and none thereafter. For Class C shares,
the 1% early withdrawal charge is deducted for returns for the 1-year period.
There is no sales charge for Class A 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:

( ) 1/n
( ERV )
( ----- ) - 1 = Average Annual total Return
( P )

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

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

|_| Total Returns at Net Asset Value. From time to time the Fund may also
quote a cumulative or an average annual total return "at net asset value"
(without deducting sales charges) for Class B or Class C 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 early withdrawal 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*
<TABLE>
<CAPTION>
Cumulative Total Returns
Class of Shares
<S> <C>

------------------------------- --------------------------------------------------------------------------------------
------------------------------- ----------------------------------------- --------------------------------------------
Without Early Withdrawal Charge After Early Withdrawal Charge

Class B 6.56% 3.56%

Class C 6.51% 5.52%

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

* From inception of each class, 9/8/99.

</TABLE>

Other Performance Comparisons. The Fund may compares its performance to that of
an appropriate broadly-based market index. The Fund may also compare its
performance to that of other investments, including other mutual funds, or use
ratings or rankings of its performance by independent ranking entities. Examples
of these performance comparisons are set forth below.

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

|X| Morningstar Ratings and Rankings. From time to time the Fund may
publish the ranking and/or star rating of the performance of its classes of
shares by Morningstar, Inc., an independent fund monitoring service. Morningstar
rates and ranks open and closed-end funds in broad investment categories. The
Fund expects to be included in the "ultrashort bond" funds category. A fund's
Morningstar rating is a relative ranking of the fund within its peer group and
does not necessarily mean that the fund had high total returns.

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.

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

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

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

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 early withdrawal arrangements and waivers offered by the Fund, and the
circumstances in which early withdrawal charges may be reduced or waived for
certain classes of investors.

AccountLink. When shares are purchased through AccountLink, each purchase must
be at least $25. Shares will be purchased on the regular business day you
instruct the Distributor to initiate the Automated Clearing House ("ACH")
transfer to buy the shares. Dividends will begin to accrue on shares purchased
with the proceeds of ACH transfers on the business day the Distributor is
instructed to initiate the ACH system before the close of The New York Stock
Exchange. The Exchange normally closes at 4:00 P.M., but may close earlier on
certain days. If Federal Funds are received on a business day after the close of
the Exchange, the shares will be purchased and dividends will begin to accrue on
the next regular business day. The proceeds of ACH transfers are normally
received by the Fund 3 days after the transfers are initiated. The Distributor
and the Fund are not responsible for any delays in purchasing shares resulting
from delays in ACH transmissions.

The Oppenheimer Funds. The Oppenheimer funds include the Fund as well
as those open-end mutual funds for which the Distributor acts as the
distributor or the sub-distributor and currently include the following:

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

Rochester Fund Municipals

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 described above except the Fund and 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.

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. 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 plan 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 automatically debited. 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. As stated in the Prospectus, the Fund does not offer to redeem
its shares daily, and the quarterly repurchase offers cannot guarantee that the
entire number of shares tendered by a shareholder will be repurchased by the
Fund in a particular repurchase offer. Therefore, the Fund may not be an
appropriate investment for retirement plans, especially if the investor must
take regular periodic distributions of a specific amount from the plan to
satisfy the minimum distribution requirements of the Internal Revenue Code that
apply to plans after the investor reaches age 70 1/2. The same limitations apply
to plans that would otherwise wish to offer the Fund as part of a
"multi-manager" product, because investments in the Fund could not be readily
liquidated to fund investments in other plan investment choices. Additionally,
because exchanges of Fund shares for shares of other Oppenheimer funds are
limited to quarterly repurchase offers, the Fund may not be appropriate for
plans that need to offer their participants the ability to make more frequent
exchanges.

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
repurchasing shares from any account registered in that investor's name, or the
Fund or the Distributor may seek other redress.

Classes of Shares. The Fund's multiple class structure is available because the
Fund has obtained from the Securities and Exchange Commission an exemptive order
(discussed in "Distribution Plans") permitting it to offer more than one class
of shares. The available of the Fund's share classes is contingent upon the
continued availability of the relief under that order.

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 or
Class C shares and the dividends payable on Class B or Class C 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. While Class B
and Class C shares have no initial sales charge, the purpose of the early
withdrawal charge and asset-based sales charge on Class B and Class C shares is
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.

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

|X| Allocation of Expenses. The Fund pays expenses related to its daily
operations, such as custodian fees, Trustees' fees, transfer agency fees, legal
fees and auditing costs. Those expenses are paid out of the Fund's assets and
are not paid directly by shareholders. However, those expenses reduce the net
asset 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 commissions, and non-recurring expenses,
such as litigation costs.

Other expenses that are directly attributable to a particular class are
allocated equally to each outstanding share within that class. Examples of such
expenses include distribution and service plan 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 U.S.
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 those days, when shareholders
may not purchase or redeem shares. Additionally, trading on European and Asian
stock exchanges and over-the-counter markets normally is completed before the
close of The New York Stock Exchange.

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

|X| 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, to the extent such prices are
available for the debt security.

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.

In the case of Senior Loans and other loan obligations, 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 services
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.

Securities (including Senior Loans and other loans for which reliable
bids are not available from dealers or pricing services, and other 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). The special factors used by the Manager to derive a fair value for
Senior Loans for which reliable market prices are not available are discussed in
the Prospectus.

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.

Periodic Offers to Repurchase Shares

Information about the Fund's periodic offers to repurchase shares ("Repurchase
Offers") is stated in the Prospectus. The information below provides additional
information about the procedures and conditions for selling shares in a
Repurchase Offer.

Reinvestment Privilege. Within six months after the Fund repurchases Class A or
Class B shares as part of a Repurchase offer, a shareholder may reinvest all or
part of the proceeds of any Class A or Class B shares that were subject to an
early withdrawal charge at the time of repurchase.

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

Any capital gain that was realized when the shares were redeemed is
taxable, and reinvestment will not alter any capital gains tax payable on that
gain. If there has been a capital loss on the repurchase, 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 repurchase 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 repurchased
may not include the amount of the sales charge paid. That would reduce the loss
or increase the gain recognized from the repurchase. However, in that case the
sales charge would be added to the basis of the shares acquired by the
reinvestment of the repurchase proceeds.

Involuntary Repurchases. The Fund's Board of Trustees has the right to cause the
involuntary repurchase of the shares held in any account if the aggregate net
asset value of those shares is less than $200 or such lesser amount as the Board
may fix. The Board will not cause the involuntary repurchase 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 repurchased.

Transfers of Shares. A transfer of shares to a different registration is not an
event that triggers the payment of early withdrawal charges. Therefore, shares
are not subject to the payment of an early withdrawal 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 an early withdrawal charge are transferred, the transferred
shares will remain subject to the early withdrawal 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 an early withdrawal charge
if sold in a Repurchase Offer at the time of transfer, the priorities described
in the Prospectus under "How to Buy Shares" for the imposition of the Class A,
Class B or Class C early withdrawal charge will be followed in determining the
order in which shares are transferred.

Distributions From Retirement Plans. Distributions from Retirement plans holding
shares of the Fund may be made only in conjunction with quarterly Repurchase
offers by the Fund. Requests for distributions from OppenheimerFunds-sponsored
IRAs, 403(b)(7) custodial plans, 401(k) plans or pension or profit-sharing plans
should accompany Repurchase Requests, and should be sent to the Transfer Agent
in the manner described in the Notice to Shareholders of the Repurchase Offer.
The request for distributions 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 Repurchase
Offer 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 the
Fund to repurchase shares for their accounts. The plan administrator or
fiduciary must sign the request.

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

How to Exchange Shares

As stated in the Prospectus, shares of a particular class of
Oppenheimer funds having more than one class of shares may be exchanged only for
shares of the same class of other Oppenheimer funds. Shares of Oppenheimer funds
that have a single class without a class designation are deemed "Class A" shares
for this purpose. You can obtain a current list showing which funds offer which
classes by calling the Distributor at 1-800-525-7048.

o You may exchange your shares of the Fund only in connection with a
Repurchase Offer. You may not be able to exchange all of the
shares you wish to exchange if a Repurchase is oversubscribed.

o Class A shares of the Fund are not available by exchange of Class
A shares of Oppenheimer Cash Reserves and Oppenheimer Money Market
Fund, Inc. If any Class A shares of another Oppenheimer fund that
are exchanged for shares of the Fund are subject to the Class A
contingent deferred sales charge of the other Oppenheimer fund at
the time of exchange, the holding period for that Class A
contingent deferred sales charge will carry over to the Fund. The
Fund shares acquired by exchange will be subject to the Fund's
Class A Early Withdrawal Charge if they are repurchased before the
expiration of that holding period.

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

o This Fund does not offer Class N or Class Y shares.

o Oppenheimer Main Street California Municipal Fund currently offers only Class
A and Class B shares. o Class B and Class C shares of Oppenheimer Cash Reserves
are generally available only by exchange from
the same class of shares of other Oppenheimer funds or through
OppenheimerFunds-sponsored 401 (k) plans.
o Only certain Oppenheimer funds currently offer Class Y shares.
Class Y shares of Oppenheimer Real Asset Fund may not be exchanged
for shares of any other fund.
o Class M shares of Oppenheimer Convertible Securities Fund may be
exchanged only for Class A shares of other Oppenheimer funds. They
may not be acquired by exchange of shares of any class of any
other Oppenheimer funds except Class A shares of Oppenheimer Money
Market Fund or Oppenheimer Cash Reserves acquired by exchange of
Class M shares.
o Class X shares of Limited Term New York Municipal Fund can be
exchanged only for Class B shares of other Oppenheimer funds and
no exchanges may be made to Class X shares.

o Shares of Oppenheimer Capital Preservation Fund may not be
exchanged for shares of Oppenheimer Money Market Fund, Inc.,
Oppenheimer Cash Reserves or Oppenheimer Limited-Term Government
Fund. Only participants in certain retirement plans may purchase
shares of Oppenheimer Capital Preservation Fund, and only those
participants may exchange shares of other Oppenheimer funds for
shares of Oppenheimer Capital Appreciation Fund.

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

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

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

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

How Exchanges Affect Early Withdrawal Charges. No contingent deferred sales
charge or early withdrawal charge is imposed on exchanges of shares of any class
purchased subject to a contingent deferred sales charge or an early withdrawal
charge. However, if Class A, Class B or Class C shares of the Fund acquired by
exchange are subsequently repurchased by the Fund in a Repurchase Offer, this
Fund's applicable early withdrawal charge will be applied based on the holding
period of the shares measured from their initial purchase in the original
Oppenheimer fund. The Fund's Class A early withdrawal charge is imposed on Class
A shares of the Fund acquired by exchange from another Oppenheimer fund if they
were subject to the Class A contingent deferred sales charge of that other fund
at the time of exchange and are subsequently repurchased by the Fund in a
Repurchase Offer within 18 months of the initial purchase of the exchanged Class
A shares. The Fund's Class B early withdrawal charge is imposed on Class B
shares of the Fund acquired by exchange if they are repurchased within 5 years
of the initial purchase of the exchanged Class B shares. The Fund's Class C
early withdrawal sales charge is imposed on Class C shares of the Fund acquired
by exchange if they are repurchased within 12 months of the initial purchase of
the exchanged Class C shares.

When Class B or Class C shares are repurchased by the Fund to effect an
exchange to another Oppenheimer fund in a Repurchase Offer, the priorities
described in "How To Buy Shares" in the Prospectus for the imposition of the
Class B or the Class C early withdrawal 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 early
withdrawal charge that might be imposed in the subsequent repurchase of
remaining shares. Shareholders owning shares of more than one class must specify
which class of shares they wish to exchange.

If Class B shares of another Oppenheimer fund are exchanged for shares
of the Fund or Oppenheimer Limited Term Government Fund, Oppenheimer
Intermediate Municipal Fund or Limited Term New York Municipal Fund, and those
shares acquired by exchanged are subsequently repurchased (in the case of the
Fund) or redeemed, they will be subject to the contingent deferred sales charge
of the Oppenheimer fund from which they were exchanged. The contingent deferred
sales charge rates of Class B shares of other Oppenheimer funds are typically
higher for the same holding period than for Class B shares of Oppenheimer
Limited-Term Government Fund, Oppenheimer Intermediate Municipal Fund or Limited
Term New York Municipal Fund or the early withdrawal charge for Class B shares
of the Fund.

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

Processing Exchange Requests. You may exchange your shares of the Fund only in
connection with a Repurchase Offer. Shares to be exchanged are governed by the
terms of the Repurchase Offers described in the Prospectus. The Transfer Agent
must receive your exchange request no later than the close of business (normally
4:00 p.m. New York time) on the Repurchase Request Deadline. Normally, shares of
the fund to be acquired are purchased on the Repurchase Pricing 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
exchange proceeds.

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. Additionally, shares of the
Fund tendered for exchange in a Repurchase Offer are subject to possible
pro-ration of the exchange request if the Repurchase Offer is oversubscribed. 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 consult a
financial advisor to assure that the fund selected is appropriate for his or her
investment portfolio 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 repurchase proceeds in such cases. However, a different tax
treatment may apply to exchanges of less than all of a shareholder's shares of
the Fund, to the extent that the repurchase of Fund shares to effect the
exchange is not treated as a "sale" for tax purposes (please refer to "Taxes" in
the Prospectus). 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.

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

Dividends, Capital Gains and Taxes

Dividends and Distributions. If the Fund pays dividends, they will be payable on
shares held of record at the time of the previous determination of net asset
value, or as otherwise described in "How to Buy Shares." Daily dividends will
not be declared or paid on newly purchased shares until such time as Federal
Funds (funds credited to a member bank's account at the Federal Reserve Bank)
are available from the purchase payment for such shares. Normally, purchase
checks received from investors are converted to Federal Funds on the next
business day. Shares purchased through dealers or brokers normally are paid for
by the third business day following the placement of the purchase order.

Shares that the Fund repurchases in a Repurchase Offer will be paid
dividends through and including the Repurchase Pricing Date. If the Fund
repurchases all shares in an account, all dividends accrued on shares of the
same class in the account will be paid together with the repurchase proceeds.

The Fund has no fixed dividend rate for Class A, Class B and Class C
shares. 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 and Class C shares are expected to be lower than dividends on Class A shares.
That is because of the effect of the asset-based sales charge on Class B and
Class C 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 purchases of shares by the
Fund represented by checks returned to the Transfer Agent by the Postal Service
as undeliverable will be invested in shares of Oppenheimer Money Market Fund,
Inc. Reinvestment will be made as promptly as possible after the return of such
checks to the Transfer Agent, to enable the investor to earn a return on
otherwise idle funds. Unclaimed accounts may be subject to state escheatment
laws, and the Fund and the Transfer Agent will not be liable to shareholders or
their representatives for compliance with those laws in good faith.

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

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

|X| Qualification as a Regulated Investment Company. The Fund has
elected to be taxed as a regulated investment company under Subchapter M of the
Internal Revenue Code of 1986, as amended. As a regulated investment company,
the Fund is not subject to federal income tax on the portion of its net
investment income (that is, taxable interest, dividends, and other taxable
ordinary income, net of expenses) and capital gain net income (that is, the
excess of capital gains over capital losses) that it distributes to
shareholders. That qualification enables the Fund to "pass through" its income
and realized capital gains to shareholders without having to pay tax on them.
This avoids a "double tax" on that income and capital gains, since shareholders
normally will be taxed on the dividends and capital gains they receive from the
Fund (unless their Fund shares are held in a retirement account or the
shareholder is other exempt from tax). The Internal Revenue Code contains a
number of complex tests relating to qualification that the Fund might not meet
in a particular year. If it did not qualify as a regulated investment company,
the Fund would be treated for tax purposes as an ordinary corporation and would
receive no tax deduction for payments made to shareholders.

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

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

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

|X| Excise Tax on Regulated Investment Companies. Under the Internal
Revenue Code, by December 31 each year, the Fund must distribute 98% of its
taxable investment income earned from January 1 through December 31 of that year
and 98% of its capital gains realized in the period from November 1 of the prior
year through October 31 of the current year. If it does not, the Fund must pay
an excise tax on the amounts not distributed. It is presently anticipated that
the Fund will meet those requirements. To meet this requirement, in certain
circumstances the Fund might be required to liquidate portfolio investments to
make sufficient distributions to avoid excise tax liability. However, the Board
of 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.

|X| Taxation of Fund Distributions. The Fund anticipates distributing
substantially all of its investment company taxable income for each taxable
year. Those distributions will be taxable to shareholders as ordinary income and
treated as dividends for federal income tax purposes. Special provisions of the
Internal Revenue Code govern the eligibility of the Fund's dividends for the
dividends-received deduction for corporate shareholders. Long-term capital gains
distributions are not eligible for the deduction. The amount of dividends paid
by the Fund that may qualify for the deduction is limited to the aggregate
amount of qualifying dividends that the Fund derives from portfolio investments
that the Fund has held for a minimum period, usually 46 days. A corporate
shareholder will not be eligible for the deduction on dividends paid on Fund
shares held for 45 days or less. To the extent the Fund's dividends are derived
from gross income from option premiums, interest income or short-term gains from
the sale of securities or dividends from foreign corporations, those dividends
will not qualify for the deduction. Since it is anticipated that most of the
Fund's income will be derived from interest it receives on its investments, the
Fund does not anticipate that its distributions will qualify for this deduction.

The Fund may either retain or distribute to shareholders its net
capital gain for each taxable year. The Fund currently intends to distribute any
such amounts. If net long term capital gains are distributed and designated as a
capital gain distribution, it will be taxable to shareholders as long-term
capital gain. It does not matter how long the shareholder has held his or her
shares or whether that gain was recognized by the Fund before the shareholder
acquired his or her shares.

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

Investment income that may be received by the Fund from sources within
foreign countries may be subject to foreign taxes withheld at the source. The
United States has entered into tax treaties with many foreign countries which
entitle the Fund to a reduced rate of, or exemption from, taxes on such income.

Distributions by the Fund that do not constitute ordinary income
dividends or capital gain distributions will be treated as a return of capital
to the extent of the shareholder's tax basis in their shares. Any excess will be
treated as gain from the sale of those shares, as discussed below. Shareholders
will be advised annually as to the U.S. federal income tax consequences of
distributions made (or deemed made) during the year. If prior distributions made
by the Fund must be re-characterized as a non-taxable return of capital at the
end of the fiscal year as a result of the effect of the Fund's investment
policies, they will be identified as such in notices sent to shareholders.

Distributions by the Fund will be treated in the manner described above
regardless of whether the distributions are paid in cash or reinvested in
additional shares of the Fund (or of another fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares received,
determined as of the reinvestment date.

The Fund will be required in certain cases to withhold and remit to the
U.S. Treasury 31% of ordinary income dividends and capital gain distributions
and the proceeds of repurchase of shares, paid to any shareholder (1) who has
failed to provide a correct, certified taxpayer identification number, (2) who
is subject to backup withholding for failure to report the receipt of interest
or dividend income properly, or (3) who has failed to certify to the Fund that
the shareholder is not subject to backup withholding or is an "exempt recipient"
(such as a corporation).

|X| Tax Effects of Repurchases of Shares. If a shareholder tenders all
of his or her shares during a Repurchase Offer and they are repurchased by the
Fund, and as a result the shareholder is not considered to own any shares of the
Fund under the attribution rules under the Internal Revenue Code, the
shareholder will recognize gain or loss on the repurchased shares in an amount
equal to the difference between the proceeds of the repurchased shares and the
shareholder's adjusted tax basis in the shares. All or a portion of any loss
recognized in that manner may be disallowed if the shareholder purchases other
shares of the Fund within 30 days before or after the repurchase.

In general, any gain or loss arising from the repurchase of shares of
the Fund will be considered capital gain or loss, if the shares were held as a
capital asset. It will be long-term capital gain or loss if the shares were held
for more than one year. However, any capital loss arising from the repurchase of
shares held for six months or less will be treated as a long-term capital loss
to the extent of the amount of capital gain dividends received on those shares.
Special holding period rules under the Internal Revenue Code apply in this case
to determine the holding period of shares and there are limits on the
deductibility of capital losses in any year.

Different tax effects may apply to tendering and non-tendering
shareholders in connection with a Repurchase Offer by the Fund, and these
consequences will be disclosed in the related offering documents. For example,
if a tendering shareholder tenders less than all shares owned by or attributed
to that shareholder, and if the payment to that shareholder does not otherwise
qualify under the Internal Revenue Code as a sale or exchange, the proceeds
received would be treated as a taxable dividend, a return of capital or capital
gain, depending on the Fund's earnings and profits and the shareholder's basis
in the repurchased shares. Additionally, there is a risk that non-tendering
shareholders might be deemed to have received a distribution that may be a
taxable dividend in whole or in part.

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

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

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

The tax consequences to a foreign shareholder entitled to claim the
benefits of an applicable tax treaty may be different from those described
herein. Foreign shareholders are urged to consult their own tax advisers with
respect to the particular tax consequences to them of an investment in the Fund,
including the applicability of foreign taxes.

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
Class B and Class C 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 the 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. The Transfer Agent 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. OFS acts as Transfer Agent 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's responsibilities include safeguarding and controlling the Fund's
portfolio securities and handling the delivery of such securities to and from
the Fund. It will be the practice of the Fund to deal with the Custodian in a
manner uninfluenced by any banking relationship the Custodian may have with the
Manager and its affiliates. The Fund's cash balances with the custodian in
excess of $100,000 are not protected by Federal deposit insurance. Those
uninsured balances at times may be substantial.

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

Financial Information About the Fund

Independent Auditors' Report

INDEPENDENT AUDITORS' REPORT

===============================================================================
THE BOARD OF TRUSTEES AND SHAREHOLDERS OF
OPPENHEIMER SENIOR FLOATING RATE FUND:

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Senior Floating Rate Fund, including the statement of investments,
as of July 31, 2000, and the related statement of operations for the period
then ended, the statement of changes in net assets for the period then ended,
and the financial highlights for September 8, 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 Senior Floating Rate Fund as of July 31, 2000, the results of its
operations for the period then ended, the changes in its net assets for period
then ended, and the financial highlights for September 8, 1999 (commencement of
operations) to July 31, 2000, in conformity with accounting principles
generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Denver, Colorado
August 21, 2000

<PAGE>

STATEMENT OF INVESTMENTS July 31, 2000

<TABLE>
<CAPTION>
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
=========================================================================================================================
<S> <C> <C>
CORPORATE LOANS--81.2%
-------------------------------------------------------------------------------------------------------------------------
AEROSPACE/DEFENSE--4.0%
DeCrane Aircraft Holdings, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche D, 10.78%, 12/17/06(1,2) $3,989,989 $ 3,957,571
-------------------------------------------------------------------------------------------------------------------------
Fairchild Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.62%-9.772%, 4/30/06(1,2) 3,243,135 3,059,359
-------------------------------------------------------------------------------------------------------------------------
Titan Corp., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 9.711%, 2/23/07(1,2) 2,493,750 2,501,543
Tranche C, 9.798%-11.50%, 2/23/07(1,2) 2,992,500 3,005,592
-----------
12,524,065

-------------------------------------------------------------------------------------------------------------------------
CHEMICALS--2.6%
Georgia Gulf Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.375%, 11/12/06(1,2) 4,974,978 5,008,664
-------------------------------------------------------------------------------------------------------------------------
Lyondell Chemical Co., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.37%, 6/30/05(1,2) 3,230,720 3,266,688
-----------
8,275,352

-------------------------------------------------------------------------------------------------------------------------
CONSUMER DURABLES--0.6%
Sleepmaster LLC, Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.39%, 12/31/06(1,2) 2,000,000 2,012,500
-------------------------------------------------------------------------------------------------------------------------
CONSUMER NON-DURABLES--2.2%
Joan Fabrics Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.531%-10.031%, 8/28/06(1,2) 3,921,124 3,901,520
-------------------------------------------------------------------------------------------------------------------------
Polymer Group, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche C, 9.88%, 4/17/00(1.2) 3,000,000 2,911,875
-----------
6,813,395

-------------------------------------------------------------------------------------------------------------------------
ENERGY--2.5%
Key Energy Services, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.33%-10.63%, 6/14/04(1,2) 4,960,696 4,969,998
-------------------------------------------------------------------------------------------------------------------------
Port Arthur Coker Co., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 11.984%, 6/15/07(1,2) 3,000,000 2,859,375
-----------
7,829,373

-------------------------------------------------------------------------------------------------------------------------
FOOD/TOBACCO--1.6%
Triarc Consumer Products Group, Sr. Sec. Credit Facilities Term Loan:
Tranche B, 10.188%-10.25%, 2/25/06(1,2) 1,452,121 1,457,966
Tranche C, 10.438%-10.50%, 2/25/07(1,2) 3,535,247 3,549,474
-----------
5,007,440

-------------------------------------------------------------------------------------------------------------------------
FOREST PRODUCTS/CONTAINERS--3.2%
Stone Container Corp., Sr. Sec. Credit Facilities Term Loan:
Tranche E, 10.187%-10.375%, 10/1/03(1,2) 5,000,000 5,015,864
Tranche G, 10.187%, 12/31/06(1,2) 2,683,333 2,680,258
-------------------------------------------------------------------------------------------------------------------------
Tekni-Plex, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.312%, 6/30/07(1,2) 2,500,000 2,514,062
-----------
10,210,184
</TABLE>

10 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
=========================================================================================================================
<S> <C> <C>
GAMING/LEISURE--3.2%
Isle of Capri Casinos, Inc., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 9.586%, 3/2/06(1,2) $2,660,000 $ 2,674,726
Tranche C, 10.226%-10.445%, 3/2/07(1,2) 2,327,499 2,340,385
-------------------------------------------------------------------------------------------------------------------------
Starwood Hotels & Resorts Worldwide, Inc., Sr. Sec. Credit Facilities
Term Loan, Tranche II, 9.37%-9.38%, 2/23/03(1,2) 5,000,000 5,018,749
-----------
10,033,860

-------------------------------------------------------------------------------------------------------------------------
HEALTHCARE--4.1%
Apria Healthcare Group, Inc., Revolving Credit Facilities Term Loan,
10.125%, 8/9/01(1,2) 4,282,968 4,232,999
-------------------------------------------------------------------------------------------------------------------------
Omnicare, Inc., Revolving Credit Facilities Term Loan,
7.625%-7.688%, 10/22/01(1,2) 3,900,000 3,797,625
-------------------------------------------------------------------------------------------------------------------------
Triad Hospitals Holdings, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.62%-10.63%, 11/11/05(1,2) 4,949,696 4,968,774
-----------
12,999,398

-------------------------------------------------------------------------------------------------------------------------
HOUSING--2.1%
Grant Forest Products Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.38%, 6/15/03(1,2) 1,130,434 1,131,141
-------------------------------------------------------------------------------------------------------------------------
Lennar Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.187%, 5/2/07(1,2) 2,500,000 2,505,207
-------------------------------------------------------------------------------------------------------------------------
Therma-Tru Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.125%, 5/3/07(1,2) 2,985,000 2,992,462
-----------
6,628,810

-------------------------------------------------------------------------------------------------------------------------
INFORMATION TECHNOLOGY--3.2%
Amkor Technology, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.67%, 11/1/05(1,2) 4,987,500 5,020,896
-------------------------------------------------------------------------------------------------------------------------
SCG Holding Corp., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 10.312%, 8/4/06(1,2) 2,407,407 2,426,366
Tranche C, 10.563%, 8/4/07(1,2) 2,592,592 2,613,009
-----------
10,060,271

-------------------------------------------------------------------------------------------------------------------------
MANUFACTURING--5.5%
Blount International, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.66%-10.83%, 8/12/06(1,2) 3,448,811 3,468,213
-------------------------------------------------------------------------------------------------------------------------
Citation Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.625%, 12/1/07(1,2) 6,000,000 5,917,500
-------------------------------------------------------------------------------------------------------------------------
Flowserve Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.25%, 4/20/08(1,2) 2,000,000 2,005,000
-------------------------------------------------------------------------------------------------------------------------
Terex Corp., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 9.37%, 7/15/05(1,2) 2,956,691 2,956,923
Tranche C, 9.62%-9.826%, 2/5/06(1,2) 2,983,349 2,986,548
-----------
17,334,184
</TABLE>

11 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

STATEMENT OF INVESTMENTS Continued

<TABLE>
<CAPTION>
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
=========================================================================================================================
<S> <C> <C>
MEDIA/ENTERTAINMENT: BROADCASTING--3.2%
Pegasus Media & Communications Co., Sr. Sec. Credit Facilities Term
Loan, Tranche B, 10.187%, 4/30/05(1,2) $5,000,000 $ 4,988,540
-------------------------------------------------------------------------------------------------------------------------
Young Broadcasting, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10%, 11/30/06(1,2) 5,000,000 5,027,500
-----------
10,016,040

-------------------------------------------------------------------------------------------------------------------------
MEDIA/ENTERTAINMENT: CABLE/WIRELESS VIDEO--4.7%
Century Holdings LLC, Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.73%, 6/30/09(1,2) 5,000,000 5,019,095
-------------------------------------------------------------------------------------------------------------------------
Charter Communication Holdings LLC, Sr. Sec. Credit Facilities Term
Loan, Tranche B, 9.24%, 3/18/08(1,2) 4,999,999 4,972,185
-------------------------------------------------------------------------------------------------------------------------
Charter Communications, Inc. VI Operating Co. LLC, Sr. Sec. Credit
Facilities Term Loan, Tranche B, 9.73%, 9/23/08(1,2) 5,000,000 4,997,500
-----------
14,988,780
-------------------------------------------------------------------------------------------------------------------------
MEDIA/ENTERTAINMENT: DIVERSIFIED MEDIA--4.9%
Dreamworks Film Trust II, Sr. Sec. Credit Facilities Term Loan,
Tranche II, 9.434%, 1/12/09(1,2) 2,000,000 2,013,126
-------------------------------------------------------------------------------------------------------------------------
Mail-Well, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.28%-9.29%, 3/3/07(1,2) 4,987,500 4,985,944
-------------------------------------------------------------------------------------------------------------------------
SFX Entertainment, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.13%, 6/30/06(1,2) 5,000,000 5,005,000
-------------------------------------------------------------------------------------------------------------------------
Ziff Davis, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.26%, 3/31/07(1,2) 3,327,215 3,328,464
-----------
15,332,534

-------------------------------------------------------------------------------------------------------------------------
MEDIA/ENTERTAINMENT: TELECOMMUNICATIONS--4.7%
CFW Communications Co., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.62%, 7/26/08(1,2) 4,000,000 3,990,000
-------------------------------------------------------------------------------------------------------------------------
NEXTLINK Communications, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.94%, 6/30/07(1,2) 6,000,000 6,020,418
-------------------------------------------------------------------------------------------------------------------------
Pacific Crossings, Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.25%, 7/31/06(1,2) 5,000,000 4,918,750
-----------
14,929,168

-------------------------------------------------------------------------------------------------------------------------
MEDIA/ENTERTAINMENT: WIRELESS COMMUNICATIONS--9.4%
American Tower Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.98%, 12/17/07(1,2) 3,700,000 3,716,398
-------------------------------------------------------------------------------------------------------------------------
Crown Castle International Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.37%, 3/15/08(1,2) 2,500,000 2,507,590
-------------------------------------------------------------------------------------------------------------------------
McLeodUSA, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.62%, 5/26/08(1,2) 5,000,000 5,011,160
</TABLE>

12 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

<TABLE>
<CAPTION>
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
MEDIA/ENTERTAINMENT: WIRELESS COMMUNICATIONS Continued
Nextel Communications, Inc., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 10.125%, 1/29/08(1,2) $3,500,000 $ 3,520,562
Tranche C, 10.375%, 7/29/08(1,2) 3,500,000 3,520,563
Tranche D, 9.812%, 3/31/09(1,2) 3,000,000 2,987,643
-------------------------------------------------------------------------------------------------------------------------
VoiceStream Wireless Corp., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.76%, 2/25/09(1,2) 8,500,000 8,469,451
-----------
29,733,367

-------------------------------------------------------------------------------------------------------------------------
METALS/MINERALS--0.9%
Ispat Inland LP, Sr. Sec. Credit Facilities Term Loan:
Tranche B, 9.03%, 7/16/05(1,2) 1,488,927 1,457,597
Tranche C, 9.53%, 7/16/06(1,2) 1,488,927 1,457,597
-----------
2,915,194

-------------------------------------------------------------------------------------------------------------------------
SERVICE--8.0%
Allied Waste North America, Inc., Sr. Sec. Credit Facilities Term Loan:
Tranche B, 9.563%, 7/21/06(1,2) 3,318,181 3,197,533
Tranche C, 9.75%-9.812%, 7/21/07(1,2) 4,681,817 4,511,587
-------------------------------------------------------------------------------------------------------------------------
Casella Waste Systems, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.215%, 12/14/06(1,2) 5,000,000 4,948,750
-------------------------------------------------------------------------------------------------------------------------
Dyncorp, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.50%-10.812%, 12/10/06(1,2) 2,772,000 2,769,691
-------------------------------------------------------------------------------------------------------------------------
Jostens, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 10.22%, 6/30/09(1,2) 5,000,000 5,016,145
-------------------------------------------------------------------------------------------------------------------------
United Rentals, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche C, 9.16%, 6/30/06(1,2) 5,000,000 4,940,625
-----------
25,384,331

-------------------------------------------------------------------------------------------------------------------------
TRANSPORTATION--6.6%
Atlas Air, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 8.74%, 5/29/04(1,2) 493,750 494,213
-------------------------------------------------------------------------------------------------------------------------
Kansas City Southern Industries, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche X, 9.88%, 1/11/01(1,2) 5,000,000 5,010,940
-------------------------------------------------------------------------------------------------------------------------
Meridian Automotive Systems, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 11.15%, 3/31/07(1,2) 4,000,000 3,988,752
-------------------------------------------------------------------------------------------------------------------------
Motor Coach Industries International, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.97%-10.31%, 6/16/06(1,2) 7,399,999 7,298,250
-------------------------------------------------------------------------------------------------------------------------
RailAmerica, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B, 9.938%-10%, 1/14/07(1,2) 3,979,999 4,001,890
-----------
20,794,045
</TABLE>

13 OPPENHEIMER SENIOR FLOATING RATE FUND
<PAGE>

STATEMENT OF INVESTMENTS Continued

<TABLE>
<CAPTION>
PRINCIPAL MARKET VALUE
AMOUNT SEE NOTE 1
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
UTILITY--4.0%
AES EDC Funding Corp., Sr. Sec. Credit Facilities Term Loan:
9.63%, 10/21/01(1,2) $ 857,142 $ 855,357
9.793%, 10/21/01(1,2) 2,142,857 2,138,394
-------------------------------------------------------------------------------------------------------------------------
Broadwing, Inc., Sr. Sec. Credit Facilities Term Loan,
Tranche B 8.92%-9.06%, 1/12/07(1,2) 9,499,999 9,519,218
-----------
12,512,969
-----------
Total Corporate Loans (Cost $256,931,542) 256,335,260

=========================================================================================================================
LOAN PARTICIPATIONS--0.9%
Ferrell Cos., Inc., Sr. Sec. Loan Participation Nts., Series B,
10.853%, 7/17/06(1, 2) (Cost $2,973,750) 3,000,000 2,947,500

=========================================================================================================================
CORPORATE BONDS AND NOTES--1.6%
-------------------------------------------------------------------------------------------------------------------------
Ascent Entertainment Group, Inc., Sr. Sec. Disc. Nts., 0%/11.875%, 12/15/04(3) 2,500,000 2,062,500
-------------------------------------------------------------------------------------------------------------------------
Century Communications, Inc., Sr. Nts., 9.50%, 8/15/00 3,000,000 3,015,000
-----------
Total Corporate Bonds and Notes (Cost $5,056,080) 5,077,500

=========================================================================================================================
REPURCHASE AGREEMENTS--18.3%
-------------------------------------------------------------------------------------------------------------------------
Repurchase agreement with Paine Webber, Inc., 6.53%, dated 7/31/00,
to be repurchased at $57,780,479 on 8/1/00, collateralized by
U.S. Treasury Nts., 5.50%-7.50%, 3/31/01-8/15/09, with a value of
$58,966,266 (Cost $57,770,000) 57,770,000 57,770,000
-------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS, AT VALUE (COST $322,731,372) 102.0% 322,130,260
-------------------------------------------------------------------------------------------------------------------------
LIABILITIES IN EXCESS OF OTHER ASSETS (2.0) (6,433,675)
-----------------------------
NET ASSETS 100.0% $315,696,585
=============================
</TABLE>

FOOTNOTES TO STATEMENT OF INVESTMENTS

1. Identifies issues considered to be illiquid or restricted--See Note 5 of
Notes to Financial Statements.

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

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

14 OPPENHEIMER SENIOR FLOATING RATE FUND
<PAGE>

STATEMENT OF ASSETS AND LIABILITIES JULY 31, 2000

<S> <C>
======================================================================================================
ASSETS
Investments, at value (cost $322,731,372)--see accompanying statement $ 322,130,260
------------------------------------------------------------------------------------------------------
Cash 1,133
------------------------------------------------------------------------------------------------------
Receivables and other assets:
Shares of beneficial interest sold 3,767,856
Interest 2,144,601
Commitment fees 442
Other 72,090
------------------
Total assets 328,116,382

======================================================================================================
LIABILITIES
Payables and other liabilities:
Investments purchased 8,971,250
Shares of beneficial interest repurchased 2,702,950
Dividends 621,085
Distribution and service plan fees 61,655
Trustees' compensation 1,261
Transfer and shareholder servicing agent fees 107
Other 61,489
------------------
Total liabilities 12,419,797

======================================================================================================
NET ASSETS $315,696,585
===================

======================================================================================================
COMPOSITION OF NET ASSETS
Par value of shares of beneficial interest $ 31,662
------------------------------------------------------------------------------------------------------
Additional paid-in capital 316,064,977
------------------------------------------------------------------------------------------------------
Undistributed net investment income 151,365
------------------------------------------------------------------------------------------------------
Accumulated net realized gain on investment transactions 49,693
------------------------------------------------------------------------------------------------------
Net unrealized depreciation on investments (601,112)
------------------

NET ASSETS $315,696,585
===================
</TABLE>

======================================================================================================
NET ASSET VALUE PER SHARE
<S> <C>
Class A Shares:
Net asset value per share (based on net assets of $22,420,653
and 2,250,374 shares of beneficial interest outstanding) $9.96
------------------------------------------------------------------------------------------------------
Class B Shares:
Net asset value, repurchase price and offering price per share (based on net
assets of $98,342,918 and 9,865,146 shares of beneficial interest outstanding) $9.97
------------------------------------------------------------------------------------------------------
Class C Shares:
Net asset value, repurchase price and offering price per share (based on net
assets of $194,933,014 and 19,546,782 shares of beneficial interest outstanding) $9.97
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

15 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM SEPTEMBER 8, 1999 (COMMENCEMENT OF OPERATIONS) TO JULY 31,
2000

<TABLE>
<CAPTION>
======================================================================================================
<S> <C>
INVESTMENT INCOME
Interest $11,384,588
------------------------------------------------------------------------------------------------------
Commitment fees 1,121

======================================================================================================
EXPENSES
Management fees 920,997
------------------------------------------------------------------------------------------------------
Distribution and service plan fees:
Class A 14,558
Class B 328,291
Class C 552,397
------------------------------------------------------------------------------------------------------
Legal, auditing and other professional fees 140,362
------------------------------------------------------------------------------------------------------
Transfer and shareholder servicing agent fees 65,631
-------------------------------------------------------------------------------------------------------
Registration and filing fees 35,460
-------------------------------------------------------------------------------------------------------
Custodian fees and expenses 27,189
-------------------------------------------------------------------------------------------------------
Trustees' compensation 1,422
-------------------------------------------------------------------------------------------------------
Other 76,178
------------------
Total expenses 2,162,485
Less expenses paid indirectly (13,851)
Less waiver of expenses (468,292)
------------------
Net expenses 1,680,342

=======================================================================================================
NET INVESTMENT INCOME 9,705,367

=======================================================================================================
REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain on investments 49,693
-------------------------------------------------------------------------------------------------------
Net change in unrealized depreciation investments (601,112)
------------------
Net realized and unrealized loss (551,419)

=======================================================================================================
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $9,153,948
==================
</TABLE>

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

16 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>
STATEMENT OF CHANGES IN NET ASSETS

PERIOD ENDED JULY 31, 2000(1)
=======================================================================================================
OPERATIONS
-------------------------------------------------------------------------------------------------------
<S> <C>
Net investment income $ 9,705,367
-------------------------------------------------------------------------------------------------------
Net realized gain 49,693
-------------------------------------------------------------------------------------------------------
Net change in unrealized depreciation (601,112)
------------------
Net increase in net assets resulting from operations 9,153,948

=======================================================================================================
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income:
Class A (508,876)
Class B (3,381,755)
Class C (5,691,842)

=======================================================================================================
BENEFICIAL INTEREST TRANSACTIONS
Net increase in net assets resulting from beneficial interest transactions:
Class A 22,345,061
Class B 98,514,949
Class C 195,163,100

=======================================================================================================
NET ASSETS
Total increase 315,594,585
-------------------------------------------------------------------------------------------------------
Beginning of period 102,000(2)
--------------------
End of period (including undistributed net investment
income of $151,365 for the period ended July 31, 2000) $315,696,585
=====================
</TABLE>

1. For the period from September 8, 1999 (commencement of operations) to July
31, 2000.
2. Reflects the value of the Manager's initial seed money investment at August
26, 1999.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

17 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>
FINANCIAL HIGHLIGHTS

=======================================================================================================
TOTAL RETURN, AT NET ASSET VALUE(2) 6.94% 6.56% 6.51%

1. For the period from September 8, 1999 (commencement of operations) to July
31, 2000.

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

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.

18 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>
NOTES TO FINANCIAL STATEMENTS

===============================================================================
1. SIGNIFICANT ACCOUNTING POLICIES

Oppenheimer Senior Floating Rate Fund (the Fund) is registered under the
Investment Company Act of 1940, as amended, as a closed-end management
investment company. The Fund seeks as high a level of current income and
preservation of capital as is consistent with investing primarily in senior
floating rate loans and other debt securities. The Fund's investment advisor is
OppenheimerFunds, Inc. (the Manager).

The Fund offers Class A, Class B and Class C shares. Class A shares are not
available for direct purchase and are available only upon automatic conversion
of Class B shares or exchange of shares of certain other Oppenheimer funds.
Class B and Class C shares are sold without an initial sales charge but may be
subject to an Early Withdrawal Charge. 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 shares have
separate distribution and/or service plans. Class B shares will automatically
convert to Class A shares 72 months after the end of the month in which you
purchase them. The following is a summary of significant accounting policies
consistently followed by the Fund.

-------------------------------------------------------------------------------
SECURITIES VALUATION. Securities for which quotations are readily available are
valued at the last sale price, or if in the absence of a sale, 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 cost
(or last determined market value) and adjusted for amortization or accretion to
maturity of any premium or discount.

-------------------------------------------------------------------------------
SENIOR LOANS. Under normal market conditions, the Fund will invest at least 80%
of its total assets in collateralized floating rate senior loans made to U.S.
and foreign borrowers that are corporations, partnerships or other business
entities. The Fund will do so either as an original lender or as a purchaser of
an assignment of a loan or a participation interest in a loan. Senior loans are
subject to credit risk. Credit risk relates to the ability of the borrower
under a senior loan to make interest and principal payments on the loan as they
become due and ultimately, the risk of default. Many senior loans are illiquid.
As of July 31, 2000, securities with an aggregate market value of $256,335,260,
representing 81.2% of the Fund's net assets were composed of senior loans.

-------------------------------------------------------------------------------
SECURITY CREDIT RISK. Senior loans are subject to credit risk. Credit risk
relates to the ability of the borrower under a senior loan to make interest and
principal payments on the loan as they become due. The Fund's investments in
senior loans are subject to risk of default.

19 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

NOTES TO FINANCIAL STATEMENTS CONTINUED

===============================================================================
1. SIGNIFICANT ACCOUNTING POLICIES Continued

NON-DIVERSIFICATION RISK. The Fund is "non-diversified" and can invest in the
securities of a single issuer without limit. To the extent the Fund invests a
relatively high percentage of its assets in the obligations of a single issuer
or a limited number of issuers, the Fund is subject to additional risk of loss
if those obligations lose market value or the borrower or issuer of those
obligations defaults.

-------------------------------------------------------------------------------
REPURCHASE AGREEMENTS. The Fund requires its custodian bank 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.

-------------------------------------------------------------------------------
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 primarily because of paydown gains and losses and the
recognition of certain foreign currency gains (losses) as ordinary income
(loss) for 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,

20 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

amounts have been reclassified to reflect a decrease in paid-in capital of
$28,471. 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. Discount on securities purchased is
accreted over the life of the respective securities, in accordance with federal
income tax requirements. Realized gains and losses on investments and options
written and unrealized appreciation and depreciation are determined on an
identified cost basis, which is the same basis used for federal income tax
purposes. Dividends-in-kind are recognized as income on the ex-dividend date,
at the current market value of the underlying security. Interest on
payment-in-kind debt instruments is accrued as income at the coupon rate and a
market adjustment is made periodically.

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.

===============================================================================
2. SHARES OF BENEFICIAL INTEREST

The Fund has adopted the following policies concerning periodic repurchase
offers as fundamental policies, which means that the Board of Trustees of the
Fund cannot change those policies without the favorable vote of the holders of
a "majority of the Fund's outstanding voting securities" (as that term is
defined in the Investment Company Act of 1940):

- The Fund will make periodic Repurchase Offers, pursuant to Rule 23c-3
under the Investment Company Act (as that rule may be amended from time to
time).

- Repurchase offers shall be made at periodic intervals of three months
between Repurchase Request Deadlines. The Repurchase Request Deadlines
will be at the time on a regular business day (normally the last regular
business day) in the months of January, April, July and October to be
determined by the Fund's Board of Trustees.

- The Repurchase Pricing Date for a particular Repurchase Offer shall be not
more than 14 days after the Repurchase Request Deadline for the Repurchase
Offer. If that day is not a regular business day, then the Repurchase
Pricing Date will be the following regular business day.

For the period ended July 31, 2000, the Fund extended three Repurchase Offers
of 10% of its outstanding Class A, Class B and Class C shares for each offer.

21 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

NOTES TO FINANCIAL STATEMENTS CONTINUED

===============================================================================
2. SHARES OF BENEFICIAL INTEREST Continued

The Fund is authorized to issue an unlimited number of shares of each class and
at the date of this report has registered 50 million shares, par value $0.001
each. Class A shares are not available for direct purchase except by exchange
of shares of certain other Oppenheimer funds. The Fund sells Class B and Class
C shares continuously at the respective offering price for each class of
shares. Transactions in shares of beneficial interest were as follows:

PERIOD ENDED JULY 31, 2000(1)
SHARES AMOUNT
--------------------------------------------------------------------------------------------------------
CLASS A
<S> <C> <C>
Converted and exchanges 2,328,140 $ 23,217,522
Dividends and/or distributions reinvested 35,505 353,496
Repurchased (123,271) (1,225,957)
----------------------------------------
Net increase 2,240,374 $ 22,345,061
========================================

--------------------------------------------------------------------------------------------------------
CLASS B
Sold 10,074,777 $100,606,072
Dividends and/or distributions reinvested 224,174 2,236,258
Repurchased (433,905) (4,327,381)
----------------------------------------
Net increase 9,865,046 $ 98,514,949
========================================

--------------------------------------------------------------------------------------------------------
CLASS C
Sold 19,689,783 $196,591,216
Dividends and/or distributions reinvested 399,870 3,989,459
Repurchased (542,971) (5,417,575)
----------------------------------------
Net increase 19,546,682 $195,163,100
========================================
</TABLE>

1. For the period from September 8, 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
$361,151,118 and $85,948,521, respectively.

As of July 31, 2000, unrealized depreciation based on cost of securities for
federal income tax purposes of $322,731,372 was:

Gross unrealized appreciation $ 515,597
Gross unrealized depreciation (1,116,709)
-------------
Net unrealized depreciation $ (601,112)
=============

22 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

--------------------------------------------------------------------------------
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 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 net assets in excess of $800 million. The Manager voluntarily agreed to
reduce its management fee by 0.20% annually starting April 1, 2000. From March
1, 2000 through March 31, 2000, the Manager reduced its management fee by
0.50%, and from commencement of operations through the period ended March 1,
2000, the Manager voluntarily waived the fee entirely. The currently effective
waiver may be terminated or amended at any time. The Fund's management fee for
the period ended July 31, 2000, was an annualized rate of 0.74%, before any
waiver by the Manager.

--------------------------------------------------------------------------------
TRANSFER AGENT FEES. OppenheimerFunds Services (OFS), a division of the Manager,
is the transfer and shareholder servicing agent for the Fund and for other
registered investment companies. OFS's total costs of providing such services
are allocated ratably to these companies.

--------------------------------------------------------------------------------
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 repurchase of shares is shown in the table below for the period
indicated.

COMMISSIONS COMMISSIONS COMMISSIONS
ON CLASS A ON CLASS B ON CLASS C
SHARES SHARES SHARES
ADVANCED BY ADVANCED BY ADVANCED BY
PERIOD ENDED DISTRIBUTOR(1) DISTRIBUTOR(1) DISTRIBUTOR(1)
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
July 31, 2000 $-- $2,369,945 $1,885,899
</TABLE>

1. The Distributor advances commission payments to dealers for sales of Class B
and Class C shares from its own resources at the time of sale.

CLASS B CLASS C
EARLY WITHDRAWAL EARLY WITHDRAWAL
CHARGES CHARGES
PERIOD ENDED (RETAINED BY DISTRIBUTOR) (RETAINED BY DISTRIBUTOR)
-------------------------------------------------------------------------------------------------
<S> <C> <C>
July 31, 2000 $44,182 $37,162
</TABLE>

The Fund has adopted a Service Plan for Class A shares and Distribution and
Service Plans for Class B and Class C. Because the Fund is a closed-end fund and
is not able to rely on the provisions of Rule 12b-1 of the Investment Company
Act (the Act), the Fund has requested and obtained from the Securities and
Exchange Commission (the SEC) exemptive relief from certain provisions of the
Act. The operation of those plans is contingent upon the continued availability
of that exemptive relief from the SEC. 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.

23 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

NOTES TO FINANCIAL STATEMENTS CONTINUED

===============================================================================
4. FEES AND OTHER TRANSACTIONS WITH AFFILIATES Continued

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. While the plan permits the Board of Trustees 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 of the Fund. For the period
ended July 31, 2000, payments under the Class A plan totaled $14,558 prior to
Manager waivers if applicable, all of which were paid by the Distributor to
recipients, and included $1,222 paid to an affiliate of the Manager. Any
unreimbursed expenses the Distributor incurs with respect to Class A shares in
any fiscal year cannot be recovered in subsequent years.

-------------------------------------------------------------------------------
CLASS B AND CLASS C 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 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.

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

Distribution fees paid to the Distributor for the period ended July 31, 2000,
were as follows:

DISTRIBUTOR'S DISTRIBUTOR'S
AGGREGATE UNREIMBURSED
UNREIMBURSED EXPENSES AS %
TOTAL PAYMENTS AMOUNT RETAINED EXPENSES OF NET ASSETS
UNDER PLAN BY DISTRIBUTOR UNDER PLAN OF CLASS
-------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B Plan $328,291 $301,586 $2,593,785 2.64%
Class C Plan 552,397 520,827 3,111,890 1.60
</TABLE>

24 OPPENHEIMER SENIOR FLOATING RATE FUND

<PAGE>

================================================================================
5. ILLIQUID SECURITIES

As of July 31, 2000, investments in securities included issues that are
illiquid. A security may be considered illiquid if it lacks a readily available
market or if its valuation has not changed for a certain period of time. Many
senior loans and many of the Fund's other investments are illiquid. The
aggregate value of illiquid securities subject to this limitation as of July
31, 2000, was $259,987,564, which represents 82.36% of the Fund's net assets.

===============================================================================-
6. LOAN COMMITMENTS

Pursuant to the terms of certain credit agreements, the Fund has unfunded loan
commitments of $714,598 at July 31, 2000. These unfunded loan commitments must
be funded by the Fund upon the borrower's discretion. The Fund is obligated to
fund these commitments at the time of the request by the borrower. The Fund
generally will maintain with its custodian, short-term investments having an
aggregate value at least equal to the amount of unfunded loan commitments.

===============================================================================
7. BANK BORROWINGS

The Fund may borrow up to a certain percentage of its total assets from a bank
to finance share repurchases during Repurchase Offers, to finance the purchase
of additional investments (a technique referred to as "leverage") and to fund
additional loan commitments. The Fund has entered into an agreement which
enables it to participate with certain other Oppenheimer funds in an unsecured
line of credit with a bank, which permits borrowings up to $100 million,
collectively. Interest is charged to each fund, based on its borrowings, at a
rate equal to the Federal Funds Rate plus 0.625%. 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 0.09% per annum.

The Fund had no borrowings outstanding at July 31, 2000.

<PAGE>

Appendix A

Industry Classifications

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

<PAGE>

B-12

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."3 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.

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.4

(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.5

(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 and Class C Sales Charges of Oppenheimer Funds

The Class B and Class C 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 and Class C 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.6

(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.7

(9) On account of the participant's separation from service.8

(10) Participant-directed redemptions to purchase shares of a
mutual fund (other than a fund managed by the Manager or a subsidiary
of the Manager) 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 and Class C
shares sold or issued in the following cases:

|_| Shares sold to the Manager or its affiliates.

|_| Shares sold to registered management investment
companies or separate accounts of insurance companies having
an agreement with the Manager or the Distributor for that
purpose.

|_| Shares issued in plans of reorganization to which the
Fund is a party.

|_| Shares sold to present or former officers, directors,
trustees or employees (and their "immediate families" as
defined above in Section I.A.) of the Fund, the Manager and
its affiliates and retirement plans established by them for
their employees.

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

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

<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 Fund
Quest for Value New York Tax-Exempt Fund
Quest for Value Investment Quality Income Fund
Quest for Value National Tax-Exempt Fund
Quest for Value Global Income Fund
Quest for Value California Tax-Exempt Fund

All of the funds listed above are referred to in this Appendix as the
"Former Quest for Value Funds." The waivers of initial and contingent deferred
sales charges described in this Appendix apply to shares of an Oppenheimer fund
that are either:

|_| acquired by such shareholder pursuant to an exchange of
shares of an Oppenheimer fund that was one of the Former
Quest for Value Funds, or

|_| purchased by such shareholder by exchange of shares of
another Oppenheimer fund that were acquired pursuant to the
merger of any of the Former Quest for Value Funds into that
other Oppenheimer fund on November 24, 1995.

A. Reductions or Waivers of Class A Sales Charges.

|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.

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

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 Securities Account
CMIA LifeSpan Capital Appreciation Account
Connecticut Mutual Income Account
CMIA LifeSpan Balanced Account
Connecticut Mutual Growth Account
CMIA Diversified Income Account

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

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

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

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

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

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

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

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

In addition to the waivers set forth in the Prospectus and in this Appendix,
above, the contingent deferred sales charge will be waived for redemptions of
Class A and Class B shares of a Fund and exchanges of Class A or Class B shares
of a Fund into Class A or Class B shares of a Former Connecticut Mutual Fund
provided that the Class A or Class B shares of the Fund to be redeemed or
exchanged were (i) acquired prior to March 18, 1996 or (ii) were acquired by
exchange from an Oppenheimer fund that was a Former Connecticut Mutual Fund.
Additionally, the shares of such Former Connecticut Mutual Fund must have been
purchased prior to March 18, 1996:

(1) by the estate of a deceased shareholder;

(2) upon the disability of a shareholder, as defined in Section 72(m)(7) of the
Internal Revenue Code;

(3) for retirement distributions (or loans) to
participants or beneficiaries from retirement plans qualified
under Sections 401(a) or 403(b)(7)of the Code, or from IRAs,
deferred compensation plans created under Section 457 of the
Code, or other employee benefit plans;

(4) as tax-free returns of excess contributions to such retirement or employee
benefit plans;

(5) in whole or in part, in connection with shares sold to any
state, county, or city, or any instrumentality, department, authority, or
agency thereof, that is prohibited by applicable investment laws from paying a
sales charge or 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 services.

<PAGE>

Oppenheimer Senior Floating Rate Fund

Internet Web Site:
www.oppenheimerfunds.com

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

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
Deloitte & Touche LLP
555 Seventeenth Street
Denver, Colorado 80202

Legal Counsel
Myer, Swanson, Adams & Wolf, P.C.
1600 Broadway
Denver, Colorado 80202

PX291.11-00