OPPENHEIMER GLOBAL FUND
485APOS, 2000-11-15
Previous: BERGER GROWTH FUND INC, 485APOS, 2000-11-15
Next: OPPENHEIMER GLOBAL FUND, 485APOS, EX-99, 2000-11-15



                                         Registration No. 2-31661
                                         File No. 811-1810

                                    SECURITIES AND EXCHANGE COMMISSION
                                           WASHINGTON, DC 20549
                                               FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933                                                    [ x ]

Pre-Effective Amendment No. _____                              [   ]


Post-Effective Amendment No. 74                                [ x ]
                                    and/or


REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY OF 1940   [ x ]


Amendment No. 35                                             [ x ]


---------------------------------------------------------------------------
                          Oppenheimer Global Fund
---------------------------------------------------------------------------
                         (Exact Name of Registrant as Specified in Charter)

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

                          6803 South Tucson Way, Englewood, CO 80112

---------------------------------------------------------------------------
                        (Address of Principal Executive Offices) (Zip Code)

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

                                    303.768.3200

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

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

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


[ ] Immediately  upon filing  pursuant to paragraph  (b)

[ ] On _______________ pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph  (a)(1)

[ x ] On January 19, 2001 pursuant to paragraph  (a)(1) [ ] 75 days after filing
pursuant to paragraph (a)(2)

[ ] On _______________ pursuant to paragraph (a)(2) of Rule 485


If appropriate, check the following box:

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

<PAGE>



Oppenheimer
Global Fund


Prospectus dated January 19, 2001


Oppenheimer  Global Fund is a mutual  fund.  It seeks  capital  appreciation  by
investing mainly in common stocks of U.S. and foreign companies. This Prospectus
contains  important  information  about the  Fund's  objective,  its  investment
policies, strategies and risks. It also contains important information about how
to buy and sell shares of the Fund and other account features.  Please read this
Prospectus  carefully  before you invest and keep it for future  reference about
your account.

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








<PAGE>



CONTENTS

                  ABOUT THE FUND

                  The Fund's Investment Objective and Strategies

                  Main Risks of Investing in the Fund

                  The Fund's Past Performance

                  Fees and Expenses of the Fund

                  About the Fund's Investments

                  How the Fund is Managed


                  ABOUT YOUR ACCOUNT


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


                  Special Investor Services
                  AccountLink
                  PhoneLink
                  OppenheimerFunds Internet Web Site
                  Retirement Plans

                  How to Sell Shares
                  By Mail
                  By Telephone

                  How to Exchange Shares

                  Shareholder Account Rules and Policies

                  Dividends, Capital Gains and Taxes

                  Financial Highlights





<PAGE>


A B O U T   T H E   F U N D


The Fund's Investment Objective and Strategies

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


WHAT DOES THE FUND MAINLY INVEST IN? The Fund invests mainly in common stocks of
companies in the U.S. and foreign  countries.  The Fund can invest without limit
in foreign  securities and can invest in any country,  including  countries with
developed  or  emerging  markets.   However,   the  Fund  currently   emphasizes
investments  in developed  markets such as the United States,  Western  European
countries and Japan.  The Fund does not limit its  investments to companies in a
particular  capitalization  range,  but  currently  focuses its  investments  in
mid-cap and large-cap companies.


         The  Fund  is not  required  to  allocate  its  investments  in any set
percentages  in any  particular  countries.  As a fundamental  policy,  the Fund
normally will invest in at least three countries (one of which may be the United
States).  Typically the Fund invests in a number of different  countries.  These
investments are more fully explained in "About the Fund's Investments," below.

HOW DOES  THE  PORTFOLIO  MANAGER  DECIDE  WHAT  SECURITIES  TO BUY OR SELL?  In
selecting  securities for the Fund, the Fund's portfolio manager looks primarily
for foreign and U.S.  companies with high growth potential.  He uses fundamental
analysis of a company's financial statements,  management structure,  operations
and product  development,  and considers factors affecting the industry of which
the issuer is part.

         The  portfolio   manager   considers   overall  and  relative  economic
conditions   in  U.S.   and  foreign   markets,   and  seeks   broad   portfolio
diversification  in different  countries to help  moderate the special  risks of
foreign investing.  The portfolio manager currently focuses on the factors below
(which may vary in particular cases and may change over time), looking for:
     o  Stocks  of  small-,  medium-  and  large-cap  growth-oriented  companies
worldwide, o Companies that stand to benefit from global growth trends,
     o Businesses  with strong  competitive  positions and high demand for their
products or services.
o Cyclical  opportunities  in the business cycle and sectors or industries  that
may benefit from those opportunities.

         In applying these and other selection  criteria,  the portfolio manager
considers  the effect of  worldwide  trends on the  growth of  various  business
sectors.   The  trends,  or  global  "themes,"   currently   considered  include
development of new  technologies,  corporate  restructuring,  the growth of mass
affluence and demographic changes.

WHO IS THE FUND  DESIGNED  FOR?  The Fund is designed  primarily  for  investors
seeking  capital growth in their  investment over the long term from a fund that
invest in the U.S. and abroad.  Those investors  should be willing to assume the
risks  of  short-term  share  price  fluctuations  that are  typical  for a fund
investing  in stocks  and  foreign  securities.  The Fund does not seek  current
income and the income from its  investments  will likely be small,  so it is not
designed for investors needing current income. Because of its focus on long-term
growth opportunities,  the Fund may be appropriate for a portion of a retirement
plan investment. The Fund is not a complete investment program.

Main Risks of Investing in the Fund

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

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

         Other  factors  can affect a  particular  stock's  price,  such as poor
earnings  reports  by the  issuer,  loss of major  customers,  major  litigation
against the issuer, or changes in government  regulations  affecting the issuer.
While the Fund currently  invests mainly in securities of large and  medium-size
companies,  it also buys stocks of small  companies which may have more volatile
stock prices.

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

     o   Cyclical  Opportunities.  The Fund may also seek to take  advantage  of
         changes  in the  business  cycle by  investing  in  companies  that are
         sensitive  to those  changes if the Manager  believes  they have growth
         potential.  The Fund might sometimes seek to take tactical advantage of
         short-term market movements or events affecting  particular  issuers or
         industries.  There  is a risk  that if the  event  does  not  occur  as
         expected,  the  value of the  stock  could  fall,  which in turn  could
         depress the Fund's share prices.

RISKS OF FOREIGN INVESTING.  The Fund normally invests a substantial  percentage
of its assets in foreign securities.  While foreign securities may offer special
investment opportunities, there are also special risks.

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

HOW RISKY IS THE FUND OVERALL?  The risks described above  collectively form the
overall  risk  profile  of the  Fund and can  affect  the  value  of the  Fund's
investments,  its investment  performance  and its prices per share.  Particular
investments and investment strategies also have risks. These risks mean that you
can lose money by investing in the Fund.  When you redeem your shares,  they may
be worth more or less than what you paid for them.  There is no  assurance  that
the Fund will achieve its investment objective.  In the short term, domestic and
foreign stock markets can be volatile, and the price of the Fund's shares can go
up and down substantially. The Fund does not seek income from debt securities to
try to reduce the volatility of its share prices. The Fund generally may be less
volatile than funds  focusing on  investments  in emerging  markets or small-cap
stocks, but the Fund has greater risks than funds that focus solely on large-cap
domestic stocks or stocks and bonds.

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

The Fund's Performance

         The bar  chart  and  table  below  show  one  measure  of the  risks of
investing in the Fund,  by showing  changes in the Fund's  performance  (for its
Class A shares) from year to year for the last ten calendar years and by showing
how the average  annual total returns of the Fund's shares compare to those of a
broad-based  market  index.  The  Fund's  past  investment  performance  is  not
necessarily an indication of how the Fund will perform in the future.

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

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


Sales charges are not included in the  calculations of return in this bar chart,
and if those charges were included,  the returns would be less than those shown.
During the period shown in the bar chart,  the highest  return (not  annualized)
for a calendar quarter was _____% (4Q'99) and the lowest return (not annualized)
for a calendar quarter was _______% (3Q'98).




<TABLE>
<CAPTION>
Average Annual Total Returns
for the year ended December                                            5 Years                     10 Years
31, 2000                                  1 Year             (or life of class, if less)  (or life of class, if less)
<S>                                       <C>                <C>                          <C>

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

Class A Shares                            _____%                       _____%                       _____%
(inception 12/22/69)

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

MSCI World Index                          _____%                       _____%                       _____%1


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

Class B Shares                            _____%                       _____%                       _____%
(inception 8/17/93)

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

Class C Shares                            _____%                       _____%                         N/A
(inception 10/2/95)

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

Class Y Shares                            _____%                       _____%                         N/A
(inception 11/17/98)

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

1.  From 12/31/89.

The Fund's average annual total returns include the applicable sales charge: for
Class A, the current  maximum  initial  sales charge of 5.75%;  for Class B, the
contingent  deferred sales charges of 5% (1-year) and 2% (5-years);  for Class C
shares, the 1% contingent  deferred sales charge for the 1-year period.  Because
Class B shares convert to Class A shares 72 months after purchase,  the "life of
class" return for Class B does not include any contingent  deferred sales charge
on  redemption  and uses Class A  performance  for the period after  conversion.
There is no sales charge for Class N and Class Y shares.


The returns  measure the  performance of a hypothetical  account and assume that
all dividends and capital gains distributions have been reinvested in additional
shares.  The  performance  for Class A shares is compared to the Morgan  Stanley
Capital  International  World Index, an unmanaged index of issuers listed on the
stock  exchanges  of 20 foreign  countries  and the U.S.  The index  performance
reflects  the  reinvestment  of income  but does not  consider  the  effects  of
transaction  costs.  Also, the Fund may have investments that vary from those in
the index.

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 sales  charges and account
transaction  charges.  The following tables are meant to help you understand the
fees  and  expenses  you may pay if you buy and hold  shares  of the  Fund.  The
numbers  below are based on the Fund's  expenses  during  its fiscal  year ended
September 30, 2000,  except that the numbers for Class N shares,  which is a new
class,  are based on the Fund's  anticipated  expenses for Class N shares during
the upcoming year.


Shareholder Fees (charges paid directly from your investment):

<TABLE>
<CAPTION>

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

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

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

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

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

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

1. A contingent deferred sales charge may apply to redemptions of investments of
$1 million or more  ($500,000 for  retirement  plan accounts) of Class A shares.
See "How to Buy Shares" for details.

2. Applies to redemptions in first year after purchase.  The contingent deferred
sales charge declines to 1% in the sixth year and is eliminated after that.


3.       Applies to shares redeemed within 12 months of purchase.
4.       Applies to shares redeemed within 18 months of purchase.









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



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

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

Management Fees
                                          ---%                  ----%                 ------%                  ----%      -----%

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

Distribution and/or
Service (12b-1) Fees                            _______%              ______%                 ______%          _____%    _____%

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

Other Expenses                                   ____%                 _____%                 _____%           _____%     ______%

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

Total Annual Operating
Expenses                                        ______%              ________%           _______________%    ______%    _____%

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

Expenses may vary in future years. "Other expenses" include transfer agent fees,
custodial expenses, and accounting and legal expenses the Fund pays.


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

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

<TABLE>
<CAPTION>
------------------------------------ --------------------- -------------------- ------------------ -------------------
If shares are redeemed:                     1 Year               3 Years             5 Years         10 Years1
<S>                                         <C>                  <C>                 <C>             <C>
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------

Class A Shares                                $                     $                   $                  $

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

Class B Shares                                $                     $                   $                  $

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

Class C Shares                                $                     $                   $                  $

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

Class N Shares                                $                     $                   $                  $

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

Class Y Shares                                $                     $                   $                  $

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

------------------------------------ --------------------- -------------------- ------------------ -------------------
If shares are not redeemed:                 1 Year               3 Years             5 Years           10 Years1
------------------------------------ --------------------- -------------------- ------------------ -------------------
------------------------------------ --------------------- -------------------- ------------------ -------------------

Class A Shares                                $                     $                   $                  $

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

Class B Shares                                $                     $                   $                  $

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

Class C Shares                                $                     $                   $                  $

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

Class N Shares                                $                     $                   $                  $

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

Class Y Shares                                $                     $                   $                  $

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


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

     after 6 years.

About the Fund's Investments

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

         The Manager tries to reduce risks by carefully  researching  securities
before they are  purchased.  The Fund  attempts to reduce its exposure to market
risks by  diversifying  its  investments,  that is, by not holding a substantial
percentage  of the stock of any one  company  and by not  investing  too great a
percentage  of the  Fund's  assets in any one  issuer.  Also,  the Fund does not
concentrate 25% or more of its total assets in investments in any one industry.

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

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

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

Other Equity Investments. While the Fund invests mainly in common stocks, it can
buy other equity securities,  such as preferred stocks,  warrants and securities
convertible  into  common  stocks  (which  may be  subject  to credit  risks and
interest rate risks,  as described in the  Statement of Additional  Information.
Currently, these are not a principal investment of the Fund.

Illiquid and Restricted Securities.  Investments may be illiquid because they do
not have an active trading market,  making it difficult to value them or dispose
of them promptly at an acceptable price. A restricted security is one that has a
contractual  restriction on its resale or which cannot be sold publicly until it
is registered  under the  Securities  Act of 1933. The Fund will not invest more
than 10% of its net assets in illiquid or restricted  securities  (the Board may
increase that limit to 15%). Certain restricted securities that are eligible for
resale to qualified  institutional  purchasers may not be subject to that limit.
The Manager  monitors  holdings of illiquid  securities  on an ongoing  basis to
determine whether to sell any holdings to maintain adequate liquidity.

Special  Risks of Emerging  and  Developing  Markets.  While the Fund  currently
focuses on  investing in developed  markets  such as the U.S.,  Canada,  Europe,
Japan,  Australia and New Zealand,  it can also invest in emerging or developing
markets.  Securities  of issuers in emerging  and  developing  markets may offer
special  investment  opportunities,  but present  risks not found in more mature
markets.  Those  securities may be more difficult to sell at an acceptable price
and their  prices  may be more  volatile  than  securities  of  issuers  in more
developed  markets.  Settlements  of trades may be subject to greater  delays so
that the Fund might not receive the proceeds of a sale of a security on a timely
basis. These investments may be very speculative.

         These  countries   might  have  less  developed   trading  markets  and
exchanges.   Emerging  market  countries  may  have  less  developed  legal  and
accounting systems and investments may be subject to greater risks of government
restrictions  on withdrawing  the sale proceeds of securities  from the country.
Economics  of  developing  countries  may be more  dependent on  relatively  few
industries  that  may  be  highly   vulnerable  to  local  and  global  changes.
Governments may be more unstable and present greater risks of nationalization or
restrictions on foreign ownership of stocks of local companies.

Derivative  Investments.  The Fund can invest in a number of different  kinds of
"derivative" investments to seek increased returns or to try to hedge investment
risks. It does not do so currently to a significant  degree. In general terms, a
derivative  investment  is one whose value  depends on (or is derived  from) the
value of an underlying  asset,  interest rate or index.  Options,  futures,  and
forward contracts are examples of derivatives.

         Derivatives  have risks.  If the issuer of the derivative  does not pay
the  amount  due,  the Fund can lose  money on the  investment.  The  underlying
security or investment  on which the  derivative  is based,  and the  derivative
itself,  might not perform the way the Manager  expected it to perform.  If that
happens,  the Fund's share price could decline or the Fund could get less income
than  expected.  The  Fund has  limits  on the  amount  of  particular  types of
derivatives it can hold.  However,  using derivatives can cause the Fund to lose
money on its investment and/or increase the volatility of its share prices.

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

              The Fund could buy and sell options, futures and forward contracts
              for a number of  purposes.  It might  hedge to try to  manage  its
              exposure to changing  securities prices.  Forward contracts can be
              used to try to manage foreign currency risks on the Fund's foreign
              investments.

              Hedging  involves risks. If the Manager used a hedging  instrument
              at the wrong time or judged  market  conditions  incorrectly,  the
              strategy  could  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 or if it
              could not close out a position because of an illiquid market.

     Temporary Defensive Investments.  In times of adverse or unstable market or
     economic  conditions,  the  Fund can  invest  up to 100% of its  assets  in
     temporary defensive investments. These would ordinarily be U. S. government
     securities,  highly-rated  commercial  paper,  bank  deposits or repurchase
     agreements.   For  cash  management  purposes,   the  Fund  can  hold  cash
     equivalents such as commercial paper, repurchase agreements, Treasury bills
     and other  short-term U.S.  government  securities.  To the extent the Fund
     invests  defensively  in  these  securities,   it  might  not  achieve  its
     investment objective.

How the Fund Is Managed

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


         The Manager has operated as an investment advisor since January,  1960.
The Manager  (including  subsidiaries  and  affiliates)  managed  more than $130
billion in assets as of December 31, 2000,  including  other  Oppenheimer  funds
with more than 5 million  shareholder  accounts.  The  Manager is located at Two
World Trade Center, 34th Floor, New York, New York 10048-0203.


     Portfolio  Manager.  The portfolio manager of the Fund is William L. Wilby.
     He is a Vice  President  of the  Fund and a Senior  Vice  President  of the
     Manager. He has been the person principally  responsible for the day-to-day
     management of the Fund's  portfolio  since  October,  1992.  Mr. Wilby also
     serves as an officer and portfolio manager for other Oppenheimer  funds. He
     joined the Manager in 1991.


Advisory  Fees.  Under  the  investment  advisory  agreement,  the Fund pays the
Manager an advisory fee at an annual rate that declines on additional  assets as
the Fund grows:  0.80% of the first $250 million of average annual net assets of
the Fund, 0.77% of the next $250 million,  0.75% of the next $500 million, 0.69%
of the next $1 billion,  0.67% on the next $1.5 billion,  0.65% on the next $2.5
billion  and 0.63% of average  annual net  assets in excess of $6  billion.  The
Fund's  management  fee for its last fiscal year ended  September 30, 2000,  was
_____% of average annual net assets for each class of shares.



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

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



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

o        Paying by Federal Funds Wire.  Shares purchased through the Distributor
         may be paid for by  Federal  Funds  wire.  The  minimum  investment  is
         $2,500.  Before sending a wire, call the Distributor's  Wire Department
         at 1.800.525.7048 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  YOU  INVEST?  You can buy Fund  shares  with a  minimum  initial
investment of $1,000.  You can make  additional  investments at any time with as
little as $25. There are reduced minimum  investments  under special  investment
plans.
     o   With Asset Builder Plans,  403(b) plans,  Automatic  Exchange Plans and
         military   allotment   plans,  you  can  make  initial  and  subsequent
         investments for as little as $25. You can make additional  purchases of
         at least $25 through AccountLink.

     o   Under retirement plans, such as IRAs, pension and profit-sharing  plans
         and 401(k) plans, you can start your account with as little as $250. If
         your IRA is  started  under  an Asset  Builder  Plan,  the $25  minimum
         applies. Additional purchases may be as little as $25.

     o   The  minimum  investment  requirement  does not  apply  to  reinvesting
         dividends  from  the Fund or  other  Oppenheimer  funds (a list of them
         appears in the Statement of Additional Information, or you can ask your
         dealer or call the Transfer Agent), or reinvesting  distributions  from
         unit   investment   trusts  that  have  made   arrangements   with  the
         Distributor.

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

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

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

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

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



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




Class A Shares.  If you buy Class A shares,  you pay an initial sales charge (on
investments  up to $1 million  for  regular  accounts  or  $500,000  for certain
retirement  plans).  The amount of that sales charge will vary  depending on the
amount you invest. The sales charge rates are listed in "How Can You Buy Class A
Shares?" below.

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

Class C Shares.  If you buy Class C shares,  you pay no sales charge at the time
of purchase,  but you will pay an annual  asset-based  sales charge. If you sell
your shares within 12 months of buying them,  you will normally pay a contingent
deferred  sales  charge of 1%, as described in "How Can You Buy Class C Shares?"
below.


Class N Shares.  Class N shares are offered only through  retirement  plans that
purchase  $500,000 or more of Class N shares or one or more Oppenheimer funds or
that have assets of $500,000 or more or 100 or more eligible plan  participants.
Non-retirement plan investors cannot buy Class N shares directly.





Class Y  Shares.  Class Y  shares  are  offered  only to  certain  institutional
investors that have special agreements with the Distributor.



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

         The  discussion  below is not  intended  to be  investment  advice or a
recommendation,  because each investor's financial considerations are different.
The  discussion  below  assumes that you will purchase only one class of shares,
and not a combination of shares of different classes.

Of course,  these examples are based on approximations of the effects of current
sales  charges and expenses  projected  over time,  and do not detail all of the
considerations  in selecting a class of shares.  You should analyze your options
carefully with your financial advisor before making that choice.


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

     o   Investing  for the  Shorter  Term.  While  the  Fund is  meant  to be a
         long-term  investment,  if you have a relatively  short-term investment
         horizon  (that is,  you plan to hold your  shares for not more than six
         years),  you should  probably  consider  purchasing  Class A or Class C
         shares rather than Class B shares. That is because of the effect of the
         Class B  contingent  deferred  sales  charge if you  redeem  within six
         years, as well as the effect of




           the Class B  asset-based  sales charge on the  investment  return for
         that class in the  short-term.  Class C shares might be the appropriate
         choice  (especially  for  investments of less than  $100,000),  because
         there is no initial sales charge on Class C shares,  and the contingent
         deferred  sales charge does not apply to amounts you sell after holding
         them one year.


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

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

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

         Of course,  these examples are based on approximations of the effect of
         current  sales  charges and expenses  projected  over time,  and do not
         detail all of the  considerations  in selecting a class of shares.  You
         should  analyze  your options  carefully  with your  financial  advisor
         before making that choice.


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

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

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


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

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

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



<TABLE>
<CAPTION>
               Front-End Sales Charge   Front-End Sales Charge As
               As  Percentage of        a Percentage of Net Amount    Commission As Percentage
               Offering Price            Invested                     of Offering Price
Amount of
Purchase
<S>            <C>                      <C>                           <C>

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

Less than $25,000                          5.75%                        6.10%                        4.75%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

$25,000 or more but less than
$50,000                                    5.50%                        5.82%                        4.75%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

$50,000 or more but less than
$100,000                                   4.75%                        4.99%                        4.00%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

$100,000 or more but less
than $250,000                              3.75%                        3.90%                        3.00%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

$250,000 or more but less
than $500,000                              2.50%                        2.56%                        2.00%
------------------------------- ---------------------------- ---------------------------- ----------------------------
------------------------------- ---------------------------- ---------------------------- ----------------------------

$500,000 or more but less
than $1 million                            2.00%                        2.04%                        1.60%
------------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>



Class A Contingent  Deferred  Sales Charge.  There is no initial sales charge on
purchases  of  Class  A  shares  of any one or  more  of the  Oppenheimer  funds
aggregating $1 million or more or for certain  purchases by particular  types of
retirement  plans  described  in  Appendix  B to  the  Statement  of  Additional
Information.  The  Distributor  pays dealers of record  concessions in an amount
equal to 1.0% of purchases of $1 million or more other than by those  retirement
accounts.  For those  retirement  plan  accounts,  the concession is 1.0% of the
first $2.5 million, plus 0.50% of the next $2.5 million, plus 0.25% of purchases
over $5 million,  based on the cumulative  purchases  during the prior 12 months
ending with the current  purchase.  In either case, the concession  will be paid
only on purchases that were not previously  subject to a front-end  sales charge
and dealer concessions.1 That concession will not be paid on purchases of shares
in amounts of $1 million or more  (including  any rights of  accumulation)  by a
retirement plan that pays for the purchase with the redemption of Class C shares
of one or more Oppenheimer funds held by the plan for more than one year.


          If you redeem any of those shares within an 18-month  "holding period"
measured  from the end of the  calendar  month of their  purchase,  a contingent
deferred  sales charge  (called the "Class A contingent  deferred sales charge")
may be deducted from the redemption proceeds. That sales charge will be equal to
1.0% of the lesser of (1) the aggregate  net asset value of the redeemed  shares
at the  time of  redemption  (excluding  shares  purchased  by  reinvestment  of
dividends or capital gain  distributions) or (2) the original net asset value of
the redeemed shares.


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


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


HOW CAN YOU BUY CLASS B SHARES?  Class B shares are sold at net asset  value per
share without an initial sales charge.  However,  if Class B shares are redeemed
within 6 years of the end of the calendar month of their purchase,  a contingent
deferred sales charge will be deducted from the redemption proceeds. The Class B
contingent  deferred sales charge is paid to compensate the  Distributor for its
expenses of providing  distribution-related  services to the Fund in  connection
with the sale of Class B shares.


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

____________________
1. No concession will be paid on sales of Class A shares purchased with the
redemption proceeds of shares of another mutual fund offered as an investment
option in a retirement plan in which Oppenheimer funds are also offered as
investment options under a special arrangement with the Distributor, if the
purchase occurs more than 30 days after the Oppenheimer funds are added
as an investment option under that plan.


Years Since Beginning of                 Contingent Deferred Sales Charge
Month in which Purchase                  On Redemptions in That Year
Order Was Accepted                       (As % of Amount Subject to Charge)


0-1                                              5.0%

1-2                                              4.0%

2-3                                              3.0%

3-4                                              3.0%

4-5                                              2.0%

5-6                                              1.0%

6 and following                                  None

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

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


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

WHO CAN BUY CLASS N SHARES? As discussed above,  Class N shares are offered only
through retirement plans that purchase Class N shares of one or more Oppenheimer
funds totaling $500,000 or more, or that have assets of $500,000 or more, or 100
or more eligible plan  participants.  Non-retirement  plan investors  cannot buy
Class N shares  directly.  A contingent  deferred  sales charge of 1.00% will be
imposed if the retirement plan is terminated or Class N


shares of all  Oppenheimer  funds are terminated as an investment  option of the
plan and Class N shares are  redeemed  within 18 months  after the plan's  first
purchase of Class N shares of any Oppenheimer fund.

         If you want to receive multiple copies of these materials, you may call
the Transfer Agent at 1.800.525.7048.  You may also notify the Transfer Agent in
writing.  Individual  copies of  prospectuses  and  reports  will be sent to you
within  30  days  after  the  Transfer  Agent  receives  your  request  to  stop
householding.

WHO CAN BUY CLASS Y SHARES? Class Y shares are sold at net asset value per share
without  sales  charge  directly  to certain  institutional  investors,  such as
insurance companies, registered investment companies and employee benefit plans,
that have special agreements with the Distributor for this purpose. For example,
Massachusetts  Mutual Life Insurance Company,  an affiliate of the Manager,  may
purchase  Class Y shares  of the Fund and  other  Oppenheimer  funds (as well as
Class Y shares of funds advised by Mass Mutual) for asset  allocation  programs,
investment  companies or separate  investment accounts it sponsors and offers to
its customers. Individual investors cannot buy Class Y shares directly.


         While Class Y shares are not subject to initial or contingent  deferred
sales charges or asset-based sales charges, an institutional investor buying the
shares for its  customers'  accounts may impose charges on those  accounts.  The
procedures for purchasing,  redeeming,  exchanging,  or transferring  the Fund's
other  classes of shares  (other than the time those  orders must be received by
the Distributor or Transfer Agent),  and the special account features  available
to  purchasers  of those other  classes of shares  described  elsewhere  in this
Prospectus  do not  apply  to  Class  Y  shares.  Instructions  for  purchasing,
redeeming,  exchanging or  transferring  Class Y shares must be submitted by the
institutional  investor,  not by its  customers for whose benefit the shares are
held.


DISTRIBUTION AND SERVICE (12b-1) PLANS.

Service Plan for Class A Shares. The Fund has adopted a Service Plan for Class A
shares.  It reimburses the  Distributor  for a portion of its costs incurred for
services  provided to accounts that hold Class A shares.  Reimbursement  is made
quarterly  at an annual rate of up to 0.25% of the average  annual net assets of
Class A shares of the Fund. The Distributor  currently uses all of those fees to
pay dealers,  brokers,  banks and other  financial  institutions  quarterly  for
providing  personal  service and maintenance of accounts of their customers that
hold Class A shares.


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

         The  asset-based  sales  charge and service fees  increase  Class B and
Class C expenses by 1.00% and the  asset-based  sales charge  increases  Class N
expenses by 0.25% of the net assets per year of the  respective  class.  Because
these fees are paid out of the Fund's  assets on an  on-going  basis,  over time
these fees will increase the cost of your  investment and may cost you more than
other types of sales charges.

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

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

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

         The  Distributor  currently  pays  sales  concessions  of  1.00% of the
purchase  price of Class N shares to dealers from its own  resources at the time
of sale. The Distributor retains the asset-based sales charge on Class N shares.


Special Investor Services

     ACCOUNTLINK.  You can use our AccountLink feature to link your Fund account
     with an account at a U.S. bank or other financial  institution.  It must be
     an Automated Clearing House (ACH) member. AccountLink lets you:

     o   transmit funds  electronically to purchase shares by telephone (through
         a service  representative or by PhoneLink) or automatically under Asset
         Builder Plans, or
     o   have the Transfer Agent send redemption  proceeds or transmit dividends
         and  distributions  directly  to your  bank  account.  Please  call the
         Transfer  Agent  for  more  information.  You may  purchase  shares  by
         telephone  only after your  account has been  established.  To purchase
         shares in amounts up to
$250,000   through  a  telephone   representative,   call  the   Distributor  at
1.800.852.8457. The purchase payment will be debited from your bank account.

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

PHONELINK.  PhoneLink is the  OppenheimerFunds  automated  telephone system that
enables shareholders to perform a number of account  transactions  automatically
using a touch-tone  phone.  PhoneLink  may be used on  already-established  Fund
accounts after you obtain a Personal Identification Number (PIN), by calling the
special PhoneLink number, 1.800.533.3310.

Purchasing  Shares.  You may purchase shares in amounts up to $100,000 by phone,
by calling  1.800.533.3310.  You must have established AccountLink privileges to
link your bank account with the Fund to pay for these purchases.

Exchanging  Shares.  With the  OppenheimerFunds  exchange  privilege,  described
below, you can exchange shares  automatically by phone from your Fund account to
another  OppenheimerFunds  account you have already  established  by calling the
special PhoneLink number.

Selling Shares. You can redeem shares by telephone  automatically by calling the
PhoneLink  number  and  the  Fund  will  send  the  proceeds  directly  to  your
AccountLink  bank  account.  Please  refer to "How to Sell  Shares,"  below  for
details.

CAN YOU SUBMIT  TRANSACTION  REQUESTS BY FAX? You may send  requests for certain
types of account transactions to the Transfer Agent by fax (telecopier).  Please
call 1.800.525.7048 for information about which transactions may be handled this
way.  Transaction  requests  submitted  by fax are subject to the same rules and
restrictions as written and telephone requests described in this Prospectus.


OPPENHEIMERFUNDS  INTERNET WEB SITE. You can obtain  information about the Fund,
as well as your account balance, on the  OppenheimerFunds  Internet web site, at
http://www.oppenheimerfunds.com.   Additionally,   shareholders  listed  in  the
account  registration  (and the dealer of record)  may request  certain  account
transactions  through a special  section of that web site.  To  perform  account
transactions,  you must first obtain a personal  identification  number (PIN) by
calling  the  Transfer  Agent  at  1.800.533.3310.  If you do not  want  to have
Internet  account  transaction  capability  for your  account,  please  call the
Transfer Agent at  1.800.525.7048.  At times, the website may be inaccessible or
its transaction features may be unavailable.


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


REINVESTMENT  PRIVILEGE.  If you  redeem  some or all of your Class A or Class B
shares  of the  Fund,  you have up to 6 months  to  reinvest  all or part of the
redemption  proceeds  in Class A shares of the Fund or other  Oppenheimer  funds
without  paying a sales charge.  This  privilege  applies only to Class A shares
that you purchased  subject to an initial sales charge and to Class A or Class B
shares on which you paid a  contingent  deferred  sales charge when you redeemed
them.  This privilege does not apply to Class C, Class N or Class Y shares.  You
must be sure to ask the  Distributor  for this  privilege  when  you  send  your
payment.




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

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

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

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

401(k) Plans.  These are special retirement plans for businesses.

Pension and  Profit-Sharing  Plans.  These plans are designed for businesses and
self-employed individuals.

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

How to Sell Shares

         You  can  sell  (redeem)  some  or all of your  shares  on any  regular
business  day.  Your shares will be sold at the next net asset value  calculated
after your order is received  in proper  form  (which  means that it must comply
with the procedures  described below) and is accepted by the Transfer Agent. The
Fund lets you sell your shares by writing a letter or by telephone. You can also
set up Automatic  Withdrawal  Plans to redeem shares on a regular basis.  If you
have  questions  about  any of  these  procedures,  and  especially  if you  are
redeeming shares in a special  situation,  such as due to the death of the owner
or from a retirement  plan  account,  please call the Transfer  Agent first,  at
1.800.525.7048, for assistance.

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

          o You wish to redeem more than $100,000 and receive a check

          o The redemption  check is not payable to all  shareholders  listed on
          the account statement

          o The  redemption  check is not sent to the  address of record on your
          account  statement o Shares are being  transferred  to a Fund  account
          with a different owner or name

          o Shares are being  redeemed by someone  (such as an  Executor)  other
          than the owners

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

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

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

Sending Redemption Proceeds by Wire. While the Fund normally sends your money by
check,  you can  arrange  to have the  proceeds  of the  shares you sell sent by
Federal Funds wire to a bank account you designate. It must be a commercial bank
that is a member of the Federal Reserve wire system.  The minimum redemption you
can have sent by wire is $2,500.  There is a $10 fee for each 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 SELL SHARES BY MAIL? Write a letter of instructions that includes: o
     Your name o The Fund's name o Your Fund  account  number (from your account
     statement)  o The  dollar  amount or number of shares to be  redeemed o Any
     special payment  instructions o Any share  certificates  for the shares you
     are  selling o The  signatures  of all  registered  owners  exactly  as the
     account is registered, and
     o Any special  documents  requested by the Transfer  Agent to assure proper
authorization of the person asking to sell the shares.

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


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


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

          o  To  redeem   shares   through  a   service   representative,   call
          1.800.852.8457

          o To redeem shares automatically on PhoneLink, call 1.800.533.3310

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


Are There Limits On Amounts Redeemed By Telephone?


Telephone Redemptions Paid by Check. Up to $100,000 may be redeemed by telephone
in any 7-day  period.  The check  must be payable to all owners of record of the
shares and must be sent to the address on the account statement. This service is
not available within 30 days of changing the address on an account.

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

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

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


HOW CONTINGENT DEFERRED SALES CHARGES AFFECT REDEMPTIONS. If you purchase shares
subject to a Class A, Class B or Class C  contingent  deferred  sales charge and
redeem any of those shares during the applicable holding period for the class of
shares you own, the  contingent  deferred sales charge will be deducted from the
redemption  proceeds  (unless you are eligible for a waiver of that sales charge
based on the  categories  listed in Appendix B to the  Statement  of  Additional
Information and you advise the Transfer Agent of your eligibility for the waiver
when you place your redemption  request.  With respect to Class N shares, if you
redeem your shares within 18 calendar months of the end of the calendar month in
which the retirement plan first  purchased  shares of the Fund or the retirement
plan is terminated or eliminates  Class N shares of all Oppenheimer  funds as an
investment  option within 18 calendar months of the end of the calendar month in
which the Fund was selected  and you redeem your shares  within 18 months of the
plan's first purchase of the Fund, a 1% contingent deferred sales charge will be
imposed.


         A contingent  deferred  sales charge will be based on the lesser of the
net asset value of the redeemed shares at the time of redemption or the original
net asset value. A contingent deferred sales charge is not imposed on:

     o the amount of your account value  represented by an increase in net asset
     value  over  the  initial   purchase  price,  o  shares  purchased  by  the
     reinvestment  of  dividends  or capital  gains  distributions,  or o shares
     redeemed  in the  special  circumstances  described  in  Appendix  B to the
     Statement of Additional Information.

         To determine  whether a contingent  deferred  sales charge applies to a
redemption, the Fund redeems shares in the following order:

          1. shares  acquired by  reinvestment  of dividends  and capital  gains
          distributions,
         2.  shares held for the holding period that applies to that class, and
         3.  shares held the longest during the holding period.


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

How to Exchange Shares

         Shares of the Fund may be exchanged  for shares of certain  Oppenheimer
funds at net  asset  value  per  share at the time of  exchange,  without  sales
charge.  Shares  of the Fund can be  purchased  by  exchange  of shares of other
Oppenheimer  funds on the same basis. To exchange shares,  you must meet several
conditions:
o Shares of the fund  selected for exchange  must be available  for sale in your
state of  residence.  o The  prospectuses  of both funds must offer the exchange
privilege.  o You must hold the shares you buy when you  establish  your account
for at least 7 days before you can exchange them. After the
         account is open 7 days, you can exchange shares every regular  business
day.
     o You must meet the minimum purchase requirements for the fund whose shares
     you purchase by exchange.  o Before exchanging into a fund, you must obtain
     and read its prospectus.

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

         You can  find a list  of  Oppenheimer  funds  currently  available  for
exchanges in the Statement of Additional  Information or obtain one by calling a
service  representative  at  1.800.525.7048.  That list can change  from time to
time.

          HOW DO YOU SUBMIT  EXCHANGE  REQUESTS?  Exchanges  may be requested in
          writing or by telephone:

Written Exchange  Requests.  Submit an  OppenheimerFunds  Exchange Request form,
signed  by all  owners  of the  account.  Send it to the  Transfer  Agent at the
address on the back cover. Exchanges of shares held under certificates cannot be
processed unless the Transfer Agent receives the certificates with the request.

Telephone Exchange  Requests.  Telephone exchange requests may be made either by
calling a service  representative at  1.800.852.8457,  or by using PhoneLink for
automated exchanges by calling  1.800.533.3310.  Telephone exchanges may be made
only between  accounts  that are  registered  with the same name(s) and address.
Shares held under certificates may not be exchanged by telephone.

          ARE  THERE  LIMITATIONS  ON  EXCHANGES?  There  are  certain  exchange
          policies you should be aware of:

     o   Shares are normally redeemed from one fund and purchased from the other
         fund in the exchange  transaction  on the same regular  business day on
         which the Transfer Agent receives an exchange  request that conforms to
         the policies  described  above. It must be received by the close of The
         New York Stock  Exchange that day,  which is normally 4:00 P.M. but may
         be earlier on some days. However, either fund may delay the purchase of
         shares  of the fund  you are  exchanging  into up to  seven  days if it
         determines  it would  be  disadvantaged  by a  same-day  exchange.  For
         example,  the  receipt of  multiple  exchange  requests  from a "market
         timer" might require the Fund to sell  securities at a  disadvantageous
         time and/or price.
     o   Because   excessive   trading  can  hurt  fund   performance  and  harm
         shareholders,  the Fund  reserves  the  right to  refuse  any  exchange
         request that it believes will  disadvantage  it, or to refuse  multiple
         exchange requests submitted by a shareholder or dealer.
     o   The Fund may amend,  suspend or terminate the exchange privilege at any
         time. The Fund will provide you notice whenever it is required to do so
         by applicable  law, but it may impose changes at any time for emergency
         purposes.
     o   If the  Transfer  Agent  cannot  exchange  all the shares  you  request
         because of a  restriction  cited  above,  only the shares  eligible for
         exchange will be exchanged.

Shareholder Account Rules and Policies

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

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

          Telephone  transaction   privileges  for  purchases,   redemptions  or
          exchanges may be modified,  suspended or terminated by the Fund at any
          time. If an account has more than one owner, the Fund and the Transfer
          Agent may rely on the instructions of any one owner. Telephone



       privileges   apply  to  each  owner  of  the   account   and  the  dealer
representative  of record for the account  unless the  Transfer  Agent  receives
cancellation instructions from an owner of the account.


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

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

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

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

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

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

Involuntary redemptions of small accounts may be made by the Fund if the account
value has  fallen  below  $200 for  reasons  other than the fact that the market
value of shares has dropped.  In some cases involuntary  redemptions may be made
to repay the  Distributor  for losses from the  cancellation  of share  purchase
orders.



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

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


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

If you want to  receive  multiple  copies of these  materials,  you may call the
Transfer  Agent at  1.800.525.7048.  You may also notify the  Transfer  Agent in
writing.  Individual  copies of  prospectuses  and  reports  will be sent to you
within  30  days  after  the  Transfer  Agent  receives  your  request  to  stop
householding.


Dividends, Capital Gains and Taxes


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


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


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


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

Reinvest   Dividends  or  Capital   Gains.   You  can  elect  to  reinvest  some
distributions  (dividends,  short-term  capital gains or long-term capital gains
distribution)  in the Fund while receiving other types of distributions by check
or having them sent to your bank account through AccountLink.

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

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

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

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

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


Avoid  "Buying  a  Distribution".  If you  buy  shares  on or  just  before  the
ex-dividend  date or just before the Fund declares a capital gain  distribution,
you will pay the full  price for the  shares  and then  receive a portion of the
price back as a taxable dividend or capital gain.


Remember,  There May be Taxes on  Transactions.  Because the Fund's  share price
fluctuates,  you may have a capital gain or loss when you sell or exchange  your
shares. A capital gain or loss is the difference  between the price you paid for
the shares and the price you  received  when you sold them.  Any capital gain is
subject to capital gains tax.

Returns of Capital Can Occur. In certain cases,  distributions  made by the Fund
may be  considered  a  non-taxable  return of capital to  shareholders.  If that
occurs, it will be identified in notices to shareholders.

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

Financial Highlights

The Financial  Highlights  Table is presented to help you  understand the Fund's
financial  performance for the past 5 fiscal years. Certain information reflects
financial  results  for a single  Fund  share.  The total  returns  in the table
represent the rate that an investor would have earned (or lost) on an investment
in the Fund (assuming  reinvestment  of all dividends and  distributions).  This
information has been audited by KPMG LLP, the Fund's independent auditors, whose
report, along with the Fund's financial statements, is included in the Statement
of Additional Information, which is available on request.

<PAGE>



FOR MORE INFORMATION ABOUT OPPENHEIMER GLOBAL 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
1.202.942.8090)  or the  EDGAR  database  on the  SEC's  Internet  web  site  at
http://www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the SEC's e-mail address: [email protected] or by writing
to the SEC's Public Reference Section,  Washington,  D.C. 20549-0102. No one has
been  authorized  to  provide  any  information  about  the  Fund or to make any
representations  about the Fund other than what is contained in this Prospectus.
This  Prospectus is not an offer to sell shares of the Fund,  nor a solicitation
of an offer to buy  shares  of the  Fund,  to any  person  in any state or other
jurisdiction where it is unlawful to make such an offer.

The Fund's shares are distributed by:
OppenheimerFunds Distributor, Inc.

SEC File No. 811-1810

PR0330.001.0101 Printed on recycled paper.



<PAGE>

                                             Appendix to Prospectus of
                                            Oppenheimer Global Fund


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

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

         Calendar                                    Annual
         Year                                        Total
         Ended                                       Returns


         12/31/91                                    27.37%
         12/31/92                                    -14.20%
         12/31/93                                    42.63%
         12/31/94                                    - 3.11%
         12/31/95                                    16.59%
         12/31/96                                    17.52%
         12/31/97                                    21.82%
         12/31/98                                    12.71%
         12/31/99                                    58.48%
         12/31/00                                    ____%





<PAGE>


Oppenheimer Global Fund



6803 South Tucson Way, Englewood, CO 80112

1.800.525.7048


Statement of Additional Information dated January 19, 2001

         This  Statement of Additional  Information  is not a  Prospectus.  This
document  contains  additional   information  about  the  Fund  and  supplements
information in the Prospectus dated January 19, 2001. 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...
     The Fund's Investment Policies.....................................
     Other Investment Techniques and Strategies.........................
     Investment Restrictions............................................
How the Fund is Managed ................................................
     Organization and History...........................................
     Trustees and Officers..............................................
     The Manager........................................................
Brokerage Policies of the Fund..........................................
Distribution and Service Plans..........................................
Performance of the Fund..................................................

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

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

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



<PAGE>


ABOUT THE FUND


Additional Information About the Fund's Investment Policies and Risks

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

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

         In selecting securities for the Fund's portfolio, the Manager evaluates
the merits of particular  equity and fixed-income  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.

         |X| Investments in Equity Securities.  The Fund focuses its investments
in equity  securities  of both  foreign and U.S.  companies.  Equity  securities
include common stocks,  preferred  stocks,  rights and warrants,  and securities
convertible  into common stock.  The Fund's  investments  can include  stocks of
companies  in any market  capitalization  range,  if the  Manager  believes  the
investment is consistent with the Fund's  objective,  including the preservation
of  principal.  Certain  equity  securities  may be selected  not only for their
appreciation possibilities but because they may provide dividend income.

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

              |_|  Growth  Companies.  The  Fund may  invest  in  securities  of
"growth"  companies.  Growth  companies  are those  companies  that the  Manager
believes  are  entering  into  a  growth  cycle  in  their  business,  with  the
expectation  that their stock will  increase in value.  They may be  established
companies as well as newer companies in the development stage.  Growth companies
may have a variety of characteristics  that in the Manager's view define them as
"growth" issuers.


         They may be  generating or applying new  technologies,  new or improved
distribution  techniques  or new  services.  They  may  own or  develop  natural
resources. They may be companies that can benefit from changing consumer demands
or  lifestyles,  or  companies  that have  projected  earnings  in excess of the
average for their sector or industry. In each case, they have prospects that the
Manager  believes are favorable for the long term. The portfolio  manager of the
Fund looks for growth companies with strong,  capable management sound financial
and accounting policies,  successful product development and marketing and other
factors.

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

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

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

          (1) whether, at the option of the investor,  the convertible  security
          can be  exchanged  for a fixed number of shares of common stock of the
          issuer,

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

              |_|  Rights  and  Warrants.  Warrants  basically  are  options  to
purchase  equity  securities at specific  prices valid for a specific  period of
time.  Their  prices  do not  necessarily  move  parallel  to the  prices of the
underlying securities. Rights are similar to warrants, but normally have a short
duration and are distributed directly by the issuer to its shareholders.  Rights
and warrants have no voting rights, receive no dividends and have no rights with
respect to the assets of the issuer.

|X|           Foreign   Securities.   The  Fund  expects  to  have   substantial
              investments in foreign securities. These include equity securities
              issued  by  foreign   companies  and  debt  securities  issued  or
              guaranteed  by  foreign   companies  or   governments,   including
              supra-national  entities.  "Foreign securities" include equity and
              debt securities of companies organized under the laws of countries
              other  than the  United  States  and  debt  securities  issued  or
              guaranteed  by  governments  other than the U.S.  government or by
              foreign supra-national  entities.  They also include securities of
              companies


              (including  those that are located in the U.S. or organized  under
              U.S.  law) that derive a  significant  portion of their revenue or
              profits from foreign  businesses,  investments  or sales,  or that
              have a  significant  portion of their assets  abroad.  They may be
              traded  on  foreign   securities   exchanges  or  in  the  foreign
              over-the-counter markets.

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

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

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

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

          o reduction of income by foreign taxes;

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

o        transaction charges for currency exchange;

o        lack of public information about foreign issuers;

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

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

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

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

o        greater difficulties in commencing lawsuits;
o        higher brokerage commission rates than in the U.S.;

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


          o  possibilities  in some  countries  of  expropriation,  confiscatory
          taxation,  political,  financial  or  social  instability  or  adverse
          diplomatic developments; and

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

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

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

         The  Fund  intends  to  invest  less  than 5% of its  total  assets  in
securities of issuers of Eastern European countries.  The social,  political and
economic  reforms in most Eastern  European  countries  are still in their early
stages, and there can be no assurance that these reforms will continue.  Eastern
European countries in many cases do not have a sophisticated or well-established
capital market  structure for the sale and trading of securities.  Participation
in the investment markets in some of those countries may be available  initially
or solely  through  investment in joint  ventures,  state  enterprises,  private
placements, unlisted securities or other similar illiquid investment vehicles.

         In addition,  although  investment  opportunities  may exist in Eastern
European countries,  any change in the leadership or policies of the governments
of those  countries,  or  changes in the  leadership  or  policies  of any other
government that exercises a significant influence over those countries, may halt
the expansion of or reverse the  liberalization of foreign  investment  policies
now occurring.  As a result investment  opportunities  which may currently exist
may be threatened.

         The prior authoritarian governments of a number of the Eastern European
countries  previously  expropriated large amounts of real and personal property,
which may  include  property  which will be  represented  by or held by entities
issuing the  securities  the Fund might wish to  purchase.  In many  cases,  the
claims of the prior property owners against those governments were never finally
settled.  There can be no assurance that any property  represented by or held by
entities issuing securities purchased by the Fund will not also be expropriated,
nationalized,  or confiscated. If that property were confiscated, the Fund could
lose a substantial  portion of its  investments  in such  countries.  The Fund's
investments  could also be adversely  affected by exchange  control  regulations
imposed in any of those countries.

         |X|  Investing in Debt  Securities.  While the Fund does not invest for
the  purpose of  seeking  current  income,  at times the Fund can invest in debt
securities,  including the convertible debt securities described above under the
description  of equity  investments.  Debt  securities  also can be selected for
investment by the Fund for defensive purposes,  as described below. For example,
when the stock market is volatile,  or when the portfolio  manager believes that
growth opportunities in stocks are not attractive, certain debt securities might
provide not only offer defensive  opportunities but also some  opportunities for
capital appreciation.

         The Fund's debt  investments  can include  corporate bonds and notes of
foreign or U.S. companies, as well as U.S. and foreign government securities. It
is not expected that this will be a significant  portfolio  strategy of the Fund
under normal  market  circumstances,  and the Fund  normally  does not intend to
invest more than 5% of its total assets in debt securities.

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


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


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

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

              Fluctuations in the market value of fixed-income  securities after
the Fund buys them will not affect the interest payable on those securities, nor
the cash income from them.  However,  those price fluctuations will be reflected
in the valuations of the  securities,  and therefore the Fund's net asset values
will be affected by those fluctuations.

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





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

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

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

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

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

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

          |X| Repurchase Agreements.  The Fund may acquire securities subject to
          repurchase agreements. It may do so

          o for  liquidity  purposes  to meet  anticipated  redemptions  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.


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

         The  majority of these  transactions  run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the purchase.
Repurchase  agreements  having a maturity  beyond  seven days are subject to the
Fund's limits on holding illiquid  investments.  There is no limit on the amount
of the Fund's net assets  that may be subject to  repurchase  agreements  having
maturities of seven days or less.

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

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

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

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


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

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

         The Fund will only enter  into  "covered"  rolls.  To assure its future
payment of the purchase  price,  the Fund will identify on its books cash,  U.S.
government  securities or other high-grade debt securities in an amount equal to
the payment obligation under the roll.

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

         |X| Loans of 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 approved by the Fund's Board of Trustees.
These  loans are  limited  to not more than 25% of the value of the  Fund's  net
assets.  The Fund  currently does not intend that its loans of securities in the
current year will exceed 15% of its total assets.

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

         When it  lends  securities,  the  Fund  receives  amounts  equal to the
dividends or interest on loaned securities.  It also receives one or more of (a)
negotiated  loan fees, (b) interest on securities  used as  collateral,  and (c)
interest on any short-term debt securities  purchased with such loan collateral.
Either type of interest may be shared with the  borrower.  The Fund may also pay
reasonable  finder's,  custodian bank 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  for  Leverage.  The Fund has the ability to borrow up to
10% of the value of its net assets  from banks on an  unsecured  basis to invest
the borrowed funds in portfolio securities.  This speculative technique is known
as  "leverage."  The Fund may borrow only from banks.  Under current  regulatory
requirements,  borrowings  can be made only to the extent  that the value of the
Fund's assets, less its liabilities other than borrowings,  is equal to at least
300% of all borrowings  (including the proposed borrowing).  If the value of the
Fund's assets fails to meet this 300% asset coverage requirement,  the Fund will
reduce its bank debt within  three days to meet the  requirement.  To do so, the
Fund might have to sell a portion of its investments at a disadvantageous time.

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

         |X|  Derivatives.  The Fund  can  invest  in a  variety  of  derivative
investments to seek income or for hedging purposes.  Some derivative investments
the Fund can use are the hedging  instruments  described below in this Statement
of  Additional  Information.  However,  the  Fund  does  not  use,  and does not
currently contemplate using, derivatives or hedging instruments to a significant
degree in the coming  year and it is not  obligated  to use them in seeking  its
objective.

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

         Other   derivative   investments   the  Fund  can   invest  in  include
"index-linked"  notes.  Principal and/or interest payments on these notes depend
on the  performance  of an underlying  index.  Currency-indexed  securities  are
another  derivative  the  Fund  may  use.  Typically  these  are  short-term  or
intermediate-term debt securities. Their value at maturity or the rates at which
they pay income are determined by the change in value of the U.S. dollar against
one or more foreign  currencies or an index. In some cases, these securities may
pay an amount at  maturity  based on a multiple  of the  amount of the  relative
currency  movements.  This  type of index  security  offers  the  potential  for
increased  income or  principal  payments  but at a greater  risk of loss than a
typical debt security of the same maturity and credit quality.

         |X| Hedging. Although the Fund does not anticipate the extensive use of
hedging instruments,  the Fund can use hedging instruments.  It is not obligated
to use them in seeking its objective.  To attempt to protect against declines in
the  market  value  of the  Fund's  portfolio,  to  permit  the  Fund to  retain
unrealized gains in the value of portfolio securities which have appreciated, or
to facilitate selling securities for investment reasons, the Fund could:
o        sell futures contracts,
o        buy puts on such futures or on securities, or


o             write covered  calls on  securities or futures.  Covered calls may
              also be used to increase the Fund's  income,  but the Manager does
              not expect to engage extensively in that practice.

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

         The Fund's strategy of hedging with futures and options on futures will
be  incidental  to the Fund's  activities  in the  underlying  cash market.  The
particular  hedging  instruments the Fund can use are described  below. The Fund
may employ new hedging  instruments and strategies  when they are developed,  if
those investment methods are consistent with the Fund's investment objective and
are permissible under applicable regulations governing the Fund.

              |_|  Futures.  The Fund can buy and sell  futures  contracts  that
relate to (1) broadly-based stock indices (these are referred to as "stock index
futures"), (2) bond indices (these are referred to as "bond 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 common  stocks  included in the index and its value  fluctuates in
response to the changes in value of the underlying  stocks. A stock index cannot
be purchased or sold directly. 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.

         No money is paid or received  by the Fund on the  purchase or sale of a
future. Upon entering into a futures  transaction,  the Fund will be required to
deposit an initial  margin  payment with the futures  commission  merchant  (the
"futures  broker").  Initial  margin  payments will be deposited with the Fund's
custodian bank in an account  registered in the futures broker's name.  However,
the  futures  broker  can gain  access  to that  account  only  under  specified
conditions.  As the future is marked to market (that is, its value on the Fund's
books is  changed) to reflect  changes in its market  value,  subsequent  margin
payments,  called  variation  margin,  will be paid to or by the futures  broker
daily.
         At any time prior to  expiration  of the future,  the Fund may elect to
close out its  position  by taking an opposite  position,  at which time a final
determination  of variation  margin is made and any additional cash must be paid
by or released to the Fund.  Any loss or gain on the future is then  realized by
the Fund for tax  purposes.  All futures  transactions  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 liquid
assets  identified  on the  Fund's  books  to  enable  the Fund to  satisfy  its
obligations  if the call is exercised.  Up to 25% of the Fund's total assets may
be subject to calls the Fund writes.

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

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

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

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



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

         The Fund may also write calls on a futures  contract without owning the
futures contract or securities  deliverable under the contract. To do so, at the
time the call is  written,  the  Fund  must  cover  the call by  identifying  an
equivalent  dollar amount of liquid  assets on the Fund's  books.  The Fund will
identify  additional  liquid  assets  on the  Fund's  books if the  value of the
identified  assets drops below 100% of the current value of the future.  Because
of this identification 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.  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  identified on the Fund's books 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  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 to
protect against the possibility  that the Fund's  portfolio will not participate
in an  anticipated  rise in the  securities  market.  When the Fund  buys a call
(other than in a closing purchase transaction), it pays a premium. The Fund then
has the right to buy the underlying  investment from a seller of a corresponding
call on the same  investment  during the call period at a fixed exercise  price.
The Fund  benefits  only if it sells the call at a profit or if, during the call
period,  the market price of the  underlying  investment is above the sum of the
call price plus the transaction  costs and the premium paid for the call and the
Fund  exercises  the  call.  If the Fund does not  exercise  the call or sell it
(whether or not at a profit),  the call will become  worthless at its expiration
date.  In that case the Fund will  have paid the  premium  but lost the right to
purchase the underlying investment.

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

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

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





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

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

         A call the Fund writes on a foreign  currency is  "covered" if the Fund
owns the underlying  foreign currency covered by the call or has an absolute and
immediate  right to  acquire  that  foreign  currency  without  additional  cash
consideration (or it can do so for additional cash  consideration  identified on
the Fund's books) 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 identified on the Fund's books.

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

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

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

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

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

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

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

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


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

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

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

         The Fund 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 contact price.

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

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

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

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

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

              |_|  Interest  Rate Swap  Transactions.  The Fund can  enter  into
interest rate swap  agreements.  In an interest rate swap,  the Fund and another
party exchange  their right to receive or their  obligation to pay interest on a
security.  For  example,  they  might swap the right to  receive  floating  rate
payments  for  fixed  rate  payments.  The Fund can  enter  into  swaps  only on
securities that it owns. The Fund will not enter into swaps with respect to more
than 25% of its total assets.  Also, the Fund will identify liquid assets on the
Fund's  books to cover any  amounts  it could owe under  swaps  that  exceed the
amounts it is  entitled to receive,  and it will  adjust that amount  daily,  as
needed.

         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
received.  Credit risk arises from the possibility  that the  counterparty  will
default. If the counterparty  defaults,  the Fund's loss will consist of the net
amount of contractual interest payments that the Fund has not yet received.  The
Manager  will  monitor  the  creditworthiness  of  counterparties  to the Fund's
interest rate swap transactions on an ongoing basis.

         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 Advisor as the Fund (or an Advisor that is
an affiliate of the Fund's  Advisor).  The exchanges also impose position limits
on futures  transactions.  An exchange  may order the  liquidation  of positions
found to be in violation of those limits and may impose certain other sanctions.

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

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

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

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


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

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

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

         |X|  Temporary  Defensive  Investments.   When  market  conditions  are
unstable, or the Manager believes it is otherwise appropriate to reduce holdings
in stocks,  the Fund can invest in a variety of debt  securities  for  defensive
purposes.  The Fund can also purchase these securities for liquidity purposes to
meet cash needs due to the  redemption of Fund shares,  or to hold while waiting
to reinvest cash received from the sale of other portfolio securities.  The Fund
can buy:

          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)  rated  in  the  three  top  rating
          categories of a nationally recognized rating organization,

o             short-term debt obligations of corporate issuers, rated investment
              grade (rated at least Baa by Moody's Investors Service, Inc. or at
              least BBB by Standard & Poor's Corporation, or a comparable rating
              by another rating  organization),  or unrated securities judged by
              the Manager to have a comparable  quality to rated  securities  in
              those categories,

          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.

Investment Restrictions

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

         The Fund's investment objective is a fundamental policy. Other policies
described in the  Prospectus  or this  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 buy  securities  issued or  guaranteed  by any one
              issuer if more than 5% of its total  assets  would be  invested in
              securities of that issuer or if it would then own more than 10% of
              that issuer's voting securities.  That restriction  applies to 75%
              of the Fund's total assets. The limit does not apply to securities
              issued  by  the  U.S.   Government  or  any  of  its  agencies  or
              instrumentalities.
o             The Fund  cannot lend  money.  However,  it can invest in all or a
              portion  of an issue of  bonds,  debentures,  commercial  paper or
              other similar corporate  obligations of the types that are usually
              purchased  by  institutions,  whether  or not  they  are  publicly
              distributed. The Fund may also enter into repurchase agreements.
o             The Fund  cannot  concentrate  investments.  That  means it cannot
              invest  25% or more of its total  assets in  companies  in any one
              industry.  Obligations  of the U.S.  government,  its agencies and
              instrumentalities  are not  considered to be part of an "industry"
              for the purposes of this restriction.
o             The Fund  cannot buy or sell real  estate.  However,  the Fund can
              purchase  debt  securities  secured by real estate or interests in
              real  estate,  or  issued  by  companies,  including  real  estate
              investment  trusts,  which  invest in real estate or  interests in
              real estate.
o             The  Fund  cannot  underwrite  securities  of other  companies.  A
              permitted  exception is in case it is deemed to be an  underwriter
              under the  Securities  Act of 1933 when  reselling any  securities
              held in its own portfolio.
o             The Fund cannot  invest in  commodities  or  commodity  contracts,
              other than the hedging  instruments  permitted by any of its other
              fundamental  policies.  It does not  matter  whether  the  hedging
              instrument is considered to be a commodity or commodity contract.
o             The Fund cannot invest in the securities issued by any company for
              the purpose of exercising management control of that company.
         o    The Fund  cannot  invest in or hold  securities  of any  issuer if
              officers  and  Trustees  of the Fund or the  Manager  individually
              beneficially  own more  than 1/2 of 1% of the  securities  of that
              issuer and  together  own more than 5% of the  securities  of that
              issuer.
o             The Fund cannot  mortgage  or pledge any of its  assets.  However,
              this does not prohibit  the Fund from  pledging its assets for the
              collateral  arrangements  in  connection  with the use of  hedging
              instruments.
o             The Fund cannot buy  securities on margin.  However,  the Fund can
              make  margin  deposits  in  connection  with  its  use of  hedging
              instruments.
o The Fund cannot invest in oil, gas or other mineral exploration or development
programs. o The Fund cannot invest in securities of other investment  companies,
except in connection with a merger,
              consolidation,  reorganization or acquisition of assets, or invest
              more than 5% of its net assets in closed-end investment companies,
              including small business investment companies.
o             The Fund  cannot  issue  "senior  securities",  but this  does not
              prohibit  certain  investment  activities  for which assets of the
              Fund are designated as identified on the Fund's books,  or margin,
              collateral or escrow  arrangements are  established,  to cover the
              related   obligations.   Examples  of  those  activities   include
              borrowing money, reverse repurchase  agreements,  delayed-delivery
              and   when-issued    arrangements    for   portfolio    securities
              transactions,  and contracts to buy or sell  derivatives,  hedging
              instruments, options or futures.
o             The  Fund  cannot  invest  more  than 5% of its  total  assets  in
              warrants or rights. That limit does not apply to warrants acquired
              as part of a unit or that are  attached  to other  securities.  No
              more  than  2% of the  Fund's  total  assets  may be  invested  in
              warrants that are not listed on either the New York Stock Exchange
              or the American Stock Exchange.

         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 as
described above, the Fund has adopted the industry  classifications set forth in
Appendix  A  to  this  Statement  of  Additional  Information.  This  is  not  a
fundamental policy.

         As a non-fundamental restriction, the Fund cannot sell securities short
except in "short sales  "against-the-box."  However, the Fund does not engage in
this type of transaction at all because of changes in applicable tax laws.

How the Fund is Managed

Organization  and  History.  The  Fund is an  open-end,  diversified  management
investment  company with an unlimited number of authorized  shares of beneficial
interest.  The  Fund  was  organized  in 1969 and is  presently  organized  as a
Massachusetts business trust.

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


         |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 five  classes  of
shares:  Class A, Class B, Class C, Class N and Class Y. All  classes  invest in
the same investment portfolio. Each class of shares:

o        has its own dividends and distributions,
o        pays certain expenses which may be different for the different classes,
o        may have a different net asset value,


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

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

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

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

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

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

Trustees  and Officers of the Fund.  The Fund's  Trustees and officers and their
principal  occupations and business affiliations and occupations during the past
five years are listed  below.  Trustees  denoted  with an asterisk (*) below are
deemed to be "interested  persons" of the Fund under the Investment Company Act.
All of the Trustees are Trustees or Directors of the  following  New  York-based
Oppenheimer funds1:


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

         Ms.  Macaskill and Messrs.  Donohue,  Wixted,  Zack,  Bishop and Farrar
respectively  hold the same  offices with the other New  York-based  Oppenheimer
funds as with the Fund. As of January ____,  2001,  the Trustees and officers of
the Fund as a group owned of record or  beneficially  less than 1% of each class
of shares of the Fund.  The foregoing  statement  does not reflect  ownership of
shares of the Fund held of record by an employee  benefit plan for  employees of
the  Manager,  other than the shares  beneficially  owned  under the plan by the
officers of the Fund listed above. Ms. Macaskill and Mr. Donohue are trustees of
that plan.

Leon Levy, Chairman of the Board of Trustees, Age: 75.
280 Park Avenue, New York, NY 10017

          General Partner of Odyssey  Partners,  L.P.  (investment  partnership)
          (since  1982) and  Chairman  of Avatar  Holdings,  Inc.  (real  estate
          development).


Robert G. Galli, Trustee, Age: 67.
19750 Beach Road, Jupiter, FL 33469
A Trustee or Director of other Oppenheimer funds. Formerly he held the following
positions:  Vice  Chairman  (October 1995 - December  1997) and  Executive  Vice
President  (December  1977 -  October  1995)  of  the  Manager;  Executive  Vice
President  and a  director  (April  1986 - October  1995) of  HarbourView  Asset
Management Corporation. Phillip A. Griffiths, Trustee, Age: 61.

97 Olden Lane, Princeton, N. J. 08540

The Director of the Institute for Advanced Study,  Princeton,  N.J. (since 1991)
and a member of the  National  Academy of Sciences  (since  1979);  formerly (in
descending chronological order) a director of Bankers Trust Corporation, Provost
and Professor of Mathematics at Duke University, a director of Research Triangle
Institute, Raleigh, N.C., and a Professor of Mathematics at Harvard University.

Benjamin Lipstein, Trustee, Age: 77.
591 Breezy Hill Road, Hillsdale, N.Y. 12529

          Professor  Emeritus of Marketing,  Stern  Graduate  School of Business
          Administration, New York University.


Bridget A. Macaskill*, President and Trustee; Age: 52.
Two World Trade Center, New York, New York 10048-0203
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director  (since  December 1994) of the Manager;  President  (since  September
1995) and a director (since October 1990) of Oppenheimer  Acquisition Corp., the
Manager's  parent holding  company;  President,  Chief  Executive  Officer and a
director  (since March 2000) of OFI Private  Investments,  Inc.,  an  investment
adviser  subsidiary  of the  Manager;  Chairman  and a director  of  Shareholder
Services,  Inc. (since August 1994) and  Shareholder  Financial  Services,  Inc.
(since September 1995),  transfer agent  subsidiaries of the Manager;  President
(since  September  1995) and a director  (since  November  1989) of  Oppenheimer
Partnership  Holdings,  Inc.,  a  holding  company  subsidiary  of the  Manager;
President and a director (since October 1997) of OppenheimerFunds  International
Ltd., an offshore fund  management  subsidiary of the Manager and of Oppenheimer
Millennium  Funds plc; a director of HarbourView  Asset  Management  Corporation
(since July 1991) and of Oppenheimer  Real Asset  Management,  Inc.  (since July
1996),  investment adviser  subsidiaries of the Manager; a director (since April
2000) of OppenheimerFunds Legacy Program, a charitable trust program established
by the  Manager;  a director of  Prudential  Corporation  plc (a U.K.  financial
service company);  President and a trustee of other Oppenheimer funds;  formerly
President of the Manager (June 1991 - August 2000).


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

Kenneth A. Randall, Trustee, Age: 73.
6 Whittaker's Mill, Williamsburg, Virginia 23185
          A director of  Dominion  Resources,  Inc.  (electric  utility  holding
          company),  Dominion  Energy,  Inc.  (electric  power  and  oil  &  gas
          producer),  and Prime Retail,  Inc.  (real estate  investment  trust);
          formerly  President  and Chief  Executive  Officer  of The  Conference
          Board,  Inc.  (international  economic  and business  research)  and a
          director of Lumb




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

Russell S. Reynolds, Jr., Trustee, Age: 68.
8 Sound Shore Drive, Greenwich, Connecticut 06830
          Chairman of The Directorship Search Group, Inc. (corporate  governance
          consulting and executive recruiting); a director of Professional Staff
          Limited  (a  U.K.  temporary  staffing  company);  a life  trustee  of
          International  House  (non-profit  educational  organization),  and  a
          trustee of the Greenwich Historical Society.

Donald W. Spiro, Vice Chairman of the Board of Trustees, Age: 74.
399 Ski Trail, Smoke Rise, New Jersey 07405
Formerly he held the  following  positions:  Chairman  Emeritus  (August  1991 -
August 1999),  Chairman  (November 1987 - January 1991) and a director  (January
1969 - August 1999) of the Manager;  President and Director of  OppenheimerFunds
Distributor,  Inc., a subsidiary of the Manager and the Fund's Distributor (July
1978 - January 1992).

Clayton K. Yeutter, Trustee, Age: 69.
10475 E. Laurel Lane, Scottsdale, Arizona 85259
          Of  Counsel,  Hogan &  Hartson  (a law  firm);  a  director  of Zurich
          Financial Services (financial  services),  Zurich Allied AG and Allied
          Zurich p.l.c.  (insurance investment  management);  Caterpillar,  Inc.
          (machinery),  ConAgra, Inc. (food and agricultural products),  Farmers
          Insurance Company (insurance), FMC Corp. (chemicals and machinery) and
          Texas  Instruments,   Inc.  (electronics);   formerly  (in  descending
          chronological order),  Counsellor to the President (Bush) for Domestic
          Policy,  Chairman of the Republican National  Committee,  Secretary of
          the U.S. Department of Agriculture, U.S. Trade Representative.

William L. Wilby, Vice President and Portfolio Manager, Age: 56.
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager (since July 1994) and of HarbourView  Asset
Management Corporation (since May 1999); Senior Investment Officer,  Director of
International Equities (since May 2000) of the Manager; an officer and portfolio
manager of another  Oppenheimer  fund;  formerly  Vice  President of the Manager
(October 1991- July 1994) and of HarbourView Asset Management  Corporation (June
1992 - May 1999).

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

Brian W. Wixted, Treasurer, Principal Financial and Accounting Officer, Age: 40.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
(since March 1999) of  HarbourView  Asset  Management  Corporation,  Shareholder
Services,  Inc.,  Oppenheimer  Real Asset  Management  Corporation,  Shareholder
Financial  Services,  Inc. and Oppenheimer  Partnership  Holdings,  Inc., of OFI
Private   Investments,   Inc.   (since  March  2000)  and  of   OppenheimerFunds
International  Ltd.  and  Oppenheimer  Millennium  Funds plc  (since  May 2000);
Treasurer and Chief  Financial  Officer (since May 2000) of PIMCO Trust Company;
Assistant  Treasurer (since March 1999) of Oppenheimer  Acquisition Corp. and of
Centennial Asset Management Corporation;  an officer of other Oppenheimer funds;
formerly Principal and Chief Operating  Officer,  Bankers Trust Company - Mutual
Fund  Services  Division  (March 1995 - March 1999);  Vice  President  and Chief
Financial Officer of CS First Boston Investment Management Corp. (September 1991
- March 1995).

Robert J. Bishop, Assistant Treasurer, Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Vice  President  of the  Manager/Mutual  Fund  Accounting  (since May 1996);  an
officer of other Oppenheimer funds;  formerly an Assistant Vice President of the
Manager/Mutual  Fund Accounting (April 1994 - May 1996) and a Fund Controller of
the Manager.  Vice  President of  OppenheimerFunds,  Inc.  (since May 1996);  an
officer of other Oppenheimer funds;  formerly an Assistant Vice President (April
1994 - May 1996) and a Fund Controller of OppenheimerFunds, Inc.

Scott T. Farrar, Assistant Treasurer, Age: 36.
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer  Millennium  Funds plc (since October 1997); an officer
of  other  Oppenheimer  Funds;  formerly  an  Assistant  Vice  President  of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller of
the  Manager.  Vice  President  of  OppenheimerFunds,  Inc.  (since  May  1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds;  formerly an Assistant Vice President (April
1994 - May 1996) and a Fund Controller of OppenheimerFunds, Inc.

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

         |X|  Remuneration  of  Trustees.  The  officers of the Fund and certain
Trustees of the Fund  (including  Ms.  Macaskill)  who are  affiliated  with the
Manager  receive no salary or fee from the Fund.  The remaining  Trustees of the
Fund received the compensation  shown below. The compensation  from the Fund was
paid during its fiscal period ended  September 30, 2000. The  compensation  from
all of the New York-based Oppenheimer funds (including the Fund) was received as
a director, trustee or member of a committee of the boards of those funds during
the calendar year 2000.




<PAGE>


<TABLE>
<CAPTION>
                                                                                          Total
                                                                Retirement                Compensation
                                                                Benefits                  From all
                                     Aggregate Compensation     Accrued as Part           New York based Oppenheimer
Trustee's Name                       from Fund1                 of Fund                   Funds (24 Funds)2
and Other Positions                                             Expenses
<S>                                  <C>                        <C>                       <C>
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Leon Levy
Chairman                             $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Robert G. Galli
Study Committee Member               $                          $                         $ 3
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Phillip A. Griffiths
                                     $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Benjamin Lipstein
Study Committee Chairman,
Audit Committee Member               $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Elizabeth B. Moynihan
Study Committee
Member                               $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Kenneth A. Randall
Audit Committee Member               $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Edward V. Regan
Proxy Committee Chairman, Audit
Committee Member                     $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Russell S. Reynolds, Jr.
Proxy Committee
Member                               $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Donald W. Spiro
Vice Chairman                        $                          $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
------------------------------------ -------------------------- ------------------------- ----------------------------
Clayton K. Yeutter
Proxy Committee
Member                               $  4                       $                         $
------------------------------------ -------------------------- ------------------------- ----------------------------
----------------------------
</TABLE>

          1 Aggregate compensation includes fees, deferred compensation, if any,
          and retirement plan benefits accrued for a Trustee.

2 For the 2000 calendar year.

3 Total compensation for the 2000 calendar year includes  compensation  received
for  serving as Trustee or Director of 11 other  Oppenheimer  funds.

          4 Includes $______ deferred under Deferred Compensation Plan described
          below.

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

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

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

          |X| Major Shareholders. As of January ____, 2001, the only persons who
owned of record or was known by the Fund to own  beneficially  5% or more of any
class of the Fund's  outstanding shares was Nationwide  Insurance Company,  P.O.
Box 182029,  Columbus, OH 43218, which owned _____________ Class A shares (____%
of the then  outstanding  class A shares) and Merrill  Lynch  Pierce  Fenner and
Smith  for  the  sole  benefit  of  its  customers,  4800  Deer  Lake  Drive  E,
Jacksonville,  FL 32246-6484,  which owned  ___________ Class C shares (____% of
the Class C shares then outstanding).

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

         The Code of Ethics is an exhibit to the Fund's  registration  statement
filed with the Securities and Exchange Commission and can be reviewed and copied
at  the  SEC's  Public  Reference  Room  in  Washington,  D.C.  You  can  obtain
information about the hours of operation of the Public Reference Room by calling
the SEC at 1.202.942.8090.  The Code of Ethics can also be viewed as part of the
Fund's registration  statement on the SEC's EDGAR database at the SEC's Internet
web  site  at  http://www.sec.gov.  Copies  may  be  obtained,  after  paying  a
duplicating  fee,  by  electronic  request  at  the  following  E-mail  address:
[email protected],  or by  writing  to  the  SEC's  Public  Reference  Section,
Washington, D.C. 20549-0102.

The Manager.  The Manager is  wholly-owned by Oppenheimer  Acquisition  Corp., a
holding company controlled by Massachusetts  Mutual Life Insurance Company.  The
Manager and the Fund 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.
Compliance  with the Code of Ethics is carefully  monitored  and enforced by the
Manager.

          |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  securities for
the Fund's portfolio and handles its day-to-day business.  The portfolio manager
of the Fund is  employed  by the  Manager  and is the person who is  principally
responsible for the day-to-day management of the Fund's portfolio. Other members
of the  Manager's  Equity  Portfolio  Team  provide the  portfolio  manager with
counsel and support in managing the Fund's portfolio.

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

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



Fiscal Year ended 9/30:       Management Fees Paid to OppenheimerFunds, Inc.

 1998                                        $30,654,007

 1999                                        $32,640,013

 2000                                        $


      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  advisor 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
advisor or general distributor. If the Manager shall no longer act as investment
advisor to the Fund,  the Manager may  withdraw the right of the Fund to use the
name "Oppenheimer" as part of its name.

Brokerage Policies of the Fund

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

         Under the investment advisory agreement, the Manager may select brokers
(other than affiliates) that provide  brokerage and/or research services for the
Fund and/or the other  accounts  over which the Manager or its  affiliates  have
investment  discretion.  The 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 advisor.

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

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

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

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

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

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

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

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


Fiscal Year Ended 9/30:     Total Brokerage Commissions Paid by the Fund 1

    1998                                                    $10,871,416

    1999                                                    $12,794,179

    2000                                                    $       2

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

          2. In the  fiscal  year  ended  9/30/00,  the  amount of  transactions
          directed to brokers for research services was $_______________ and the
          amount of the commissions  paid to  broker-dealers  for those services
          was $--------------.


Distribution and Service Plans

The Distributor.  Under its General  Distributor's  Agreement with the Fund, the
Distributor  acts as the Fund's principal  underwriter in the continuous  public
offering  of the Fund's  different  classes of shares.  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  redemption  of shares  during the Fund's  three most recent
fiscal years is shown in the table below.

<TABLE>
<CAPTION>


                Aggregate           Class A Front-End   Commissions on       Commissions on      Commissions on
Fiscal Year     Front-End Sales     Sales Charges       Class A Shares       Class B Shares      Class C Shares
Ended 9/30:     Charges on Class    Retained by         Advanced by          Advanced by         Advanced by
                A Shares            Distributor         Distributor1         Distributor1        Distributor1
<S>             <C>                 <C>                 <C>                  <C>                 <C>
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
     1998           $6,261,092          $1,978,731           $409,160            $8,602,381           $521,410
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
     1999           $4,813,415          $1,429,704           $737,421            $6,375,406           $485,546
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
     2000               $                   $                    $                   $                   $
--------------- ------------------- ------------------- -------------------- ------------------- -------------------
</TABLE>

1.   The Distributor  advances  commission payments to dealers for certain sales
     of Class A shares and for sales of Class B and Class C shares  from its own
     resources at the time of sale.

<TABLE>
<CAPTION>

                  Class A Contingent Deferred     Class B Contingent Deferred      Class C Contingent Deferred
Fiscal Year       Sales Charges Retained by       Sales Charges Retained by        Sales Charges Retained by
Ended 9/30        Distributor                     Distributor                      Distributor
<S>               <C>                             <C>                              <C>
----------------- ------------------------------- -------------------------------- ---------------------------------
----------------- ------------------------------- -------------------------------- ---------------------------------
      2000                      $                                $                                $
----------------- ------------------------------- -------------------------------- ---------------------------------
</TABLE>

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

         Each  plan  has  been  approved  by a vote of the  Board  of  Trustees,
including a majority of the Independent  Trustees2,  cast in person at a meeting
called for the purpose of voting on that plan.

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

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

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

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

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

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

         |X| Class A Service  Plan  Fees.  Under the Class A service  plan,  the
Distributor  currently  uses the fees it receives  from the Fund to pay brokers,
dealers and other financial  institutions (they are referred to as "recipients")
for personal  services and account  maintenance  services they provide for their
customers who hold Class A shares. The services include, among others, answering
customer  inquiries about the Fund,  assisting in  establishing  and maintaining
accounts in the Fund, making the Fund's investment plans available and providing
other  services  at the request of the Fund or the  Distributor.  While the plan
permits the Board to authorize  payments to the Distributor to reimburse  itself
for  services  under the plan,  the Board has not yet done so.  The  Distributor
makes  payments  to plan  recipients  quarterly  at an annual rate not to exceed
0.25% of the average annual net assets  consisting of Class A shares held in the
accounts of the recipients or their customers.

         For the fiscal period ended September 30, 2000 payments under the Class
A Plan  totaled  $_________,  all of  which  was  paid  by  the  Distributor  to
recipients.  That included  $_________ paid to an affiliate of the Distributor's
parent company. Any unreimbursed expenses the Distributor incurs with respect to
Class A shares in any fiscal year cannot be recovered in subsequent  years.  The
Distributor  may not use payments  received under the Class A Plan to pay any of
its interest expenses, carrying charges, or other financial costs, or allocation
of overhead.

         |X| Class B, Class C and Class N 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, Class C and Class N
plans provide for the Distributor to be compensated at a flat rate,  whether the
Distributor's  distribution  expenses  are more or less than the amounts paid by
the Fund under the plan  during the period for which the fee is paid.  The types
of services that recipients  provide 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 makes service fee payments  quarterly on those
shares.  The  advance  payment is based on the net asset  value of shares  sold.
Shares purchased by exchange do not qualify for the advance service fee payment.
If Class B or Class C shares are  redeemed  during  the first  year after  their
purchase, the recipient of the service fees on those shares will be obligated to
repay the  Distributor a pro rata portion of the advance  payment of the service
fee made on those shares.

         The  Distributor  retains the  asset-based  sales charge on Class B and
Class N shares. The Distributor  retains the asset-based sales charge on Class C
shares during the first year the shares are outstanding. It pays the asset-based
sales  charge  as an  ongoing  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,  Class C and/or  Class N
service fee and the asset-based  sales charge to the dealer quarterly in lieu of
paying the sales commissions and service fee in advance at the time of purchase.

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

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

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


 Distribution Fees Paid to the Distributor in the Fiscal Year Ended 9.30.00

<TABLE>
<CAPTION>

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

 Class B Plan     $                        $                        $                                   %
 ---------------- ------------------------ ------------------------ ------------------------ ------------------------
 ---------------- ------------------------ ------------------------ ------------------------ ------------------------
 Class C Plan     $                        $                        $                                   %
 ---------------- ------------------------ ------------------------ ------------------------ ------------------------
</TABLE>

         All  payments  under  the  Class B,  Class C and the  Class N plans are
subject  to  the  limitations  imposed  by the  Conduct  Rules  of the  National
Association of Securities Dealers, Inc. on payments of asset-based sales charges
and service  fees.  Because no Class N shares were issued  prior to 9.30.00,  no
payments were made under the Class N Plan prior to that date.

Performance of the Fund

Explanation  of  Performance  Terminology.  The Fund uses a variety  of terms to
illustrate its investment  performance.  Those terms include  "cumulative  total
return,"  "average  annual total  return,"  "average  annual total return at net
asset value" and "total return at net asset value." An  explanation of how total
returns are  calculated  is set forth  below.  The charts  below show the Fund's
performance as of the Fund's most recent fiscal year end. You can obtain current
performance  information by calling the Fund's Transfer Agent at  1.800.525.7048
or    by    visiting    the    OppenheimerFunds    Internet    web    site    at
http://www.oppenheimerfunds.com.

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

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

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

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

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

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

              |_| 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

         During a portion of the periods  for which total  returns are shown for
Class A shares,  the Fund's maximum  initial sales charge rate was higher.  As a
result,  performance of an actual  investment during those periods would be less
than the results shown.

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



             The Fund's Total Returns for the Periods Ended 9/30/00

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

<TABLE>
<CAPTION>
                                                                           5-Years                   10-Years
                                                  1-Year              (or life-of-class)        (or life-of-class)
<S>             <C>             <C>              <C>                  <C>                       <C>
-------------- -------------------------- ------------------------ ------------------------- -------------------------
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
               After Sales   Without      After       Without      After        Without      After        Without
               Charge        Sales        Sales       Sales        Sales        Sales        Sales        Sales
                             Charge       Charge      Charge       Charge       Charge       Charge       Charge
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
Class A        %(1)          %(1)         %           %            %            %            %            %
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
Class B        %(2)          %(2)         %           %            %            %            %(2)         %(2)
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
Class C        %(3)          %(3)         %           %            % (3)        %(3)         N/A          N/A
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
Class Y        %(4)          %(4)         %(4)        %(4)         %(4)         N/A          N/A          N/A
-------------- ------------- ------------ ----------- ------------ ------------ ------------ ------------ ------------
</TABLE>

          1. Inception of Class A: 12/22/69

          2.  Inception of Class B: 8/17/93.  Because Class B shares  convert to
          Class A shares 72 months after purchase,  the  "life-of-class"  return
          for Class B uses Class A performance for the period after conversion.

          3. Inception of Class C: 10/2/95

          4. Inception of Class Y: 11/17/98.

Other  Performance  Comparisons.  The Fund compares its performance  annually to
that of an  appropriate  broadly-based  market  index in its  Annual  Report  to
shareholders.  You can obtain that  information by contacting the Transfer Agent
at the addresses or telephone  numbers  shown on the cover of this  Statement of
Additional  Information.  The Fund may also compare its  performance  to that of
other  investments,  including  other  mutual  funds,  or  use  rankings  of its
performance  by  independent  ranking  entities.  Examples of these  performance
comparisons are set forth below.

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

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

         Morningstar  proprietary star ratings reflect historical  risk-adjusted
total investment return.  Investment return measures a fund's (or class's) one-,
three-,  five- and ten-year  average  annual  total  returns  (depending  on the
inception  of the fund or  class) in excess of the  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 the 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"  rating (top 10% of the funds in a category),  four stars
is "above average" (next 25%), 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  rating  (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 ratings.  Those total
return rankings are percentages  from one percent to one hundred percent and are
not risk adjusted. For example, if a fund is in the 94th percentile,  that means
that 94% of the funds in the same category performed better than it did.

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

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

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


A B O U T   Y O U R   A C C O U N T


How to Buy Shares

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

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

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

     |X| Right of Accumulation. To qualify for the lower sales charge rates that
apply to  larger  purchases  of Class A  shares,  you and  your  spouse  can add
together:  o Class  A and  Class B  shares  you  purchase  for  your  individual
accounts,  or for your joint  accounts,  or for trust or  custodial  accounts on
behalf of your children who are minors, and

o             current  purchases  of Class A and  Class B shares of the Fund and
              other  Oppenheimer  funds to  reduce  the sales  charge  rate that
              applies to current purchases of Class A shares, and
o             Class A and Class B shares  of  Oppenheimer  funds you  previously
              purchased  subject  to an  initial or  contingent  deferred  sales
              charge to reduce the sales  charge rate for current  purchases  of
              Class A shares,  provided  that you still hold your  investment in
              one of the Oppenheimer funds.

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

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

Oppenheimer Bond Fund               Oppenheimer 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 Municipal
         Fund                          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 except the money  market  funds and  Oppenheimer
Senior Floating Rate Fund,  which does not make Class A shares  available except
upon the automatic conversion of its Class B shares. Under certain circumstances
described in this Statement of Additional  Information,  redemption  proceeds of
certain money market fund shares may be subject to a contingent  deferred  sales
charge.

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

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

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

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


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

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

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

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

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

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

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

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


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

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

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

Asset Builder Plans.  To establish an Asset Builder Plan to buy shares  directly
from a bank  account,  you must  enclose a check  (the  minimum  is $25) for the
initial purchase with your  application.  Shares purchased by Asset Builder Plan
payments  from bank  accounts  are subject to the  redemption  restrictions  for
recent purchases described in the Prospectus.  Asset Builder Plans are available
only if your bank is an ACH member.  Asset  Builder Plans may not be used to buy
shares for  OppenheimerFunds  employer-sponsored  qualified retirement accounts.
Asset Builder Plans also enable shareholders of Oppenheimer Cash Reserves to use
their fund account to make monthly  automatic  purchases of shares of up to four
other Oppenheimer funds.





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

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

Retirement  Plans.  Certain types of  Retirement  Plans are entitled to purchase
shares of the Fund without  sales charge or at reduced  sales charge  rates,  as
described in Appendix B to this  Statement of  Additional  Information.  Certain
special sales charge arrangements described in that Appendix apply to retirement
plans whose records are maintained on a daily  valuation  basis by Merrill Lynch
Pierce Fenner & Smith, Inc. or an independent  record keeper that has a contract
or special  arrangement  with  Merrill  Lynch.  If on the date the plan  sponsor
signed the Merrill Lynch record keeping service agreement the plan has less than
$3 million in assets (other than assets invested in money market funds) invested
in applicable  investments,  then the retirement  plan may purchase only Class B
shares of the  Oppenheimer  funds.  Any  retirement  plans in that category that
currently  invest in Class B shares of the Fund will have  their  Class B shares
converted to Class A shares of the Fund when the plan's  applicable  investments
reach $5 million.

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

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

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

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

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

         |X| Allocation of Expenses. The Fund pays expenses related to its daily
operations,  such as custodian bank 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  bank  expenses,  share issuance  costs,  organization  and
start-up costs,  interest,  taxes and brokerage  commissions,  and non-recurring
expenses, such as litigation costs.

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

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
Board of  Trustees  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.

              |_| The  following  securities  are valued at the mean between the
"bid" and "asked" prices  determined by a pricing service approved by the Fund's
Board of Trustees or obtained by the Manager  from two active  market  makers in
the security on the basis of reasonable inquiry:

     1. debt instruments that have a maturity of more than 397 days when issued,

     2. debt instruments that had a maturity of 397 days or less when issued and
have a remaining maturity of more than 60 days, and

     3.  non-money  market debt  instruments  that had a maturity of 397 days or
less when issued and which have a remaining maturity of 60 days or less.

              |_| The  following  securities  are valued at cost,  adjusted  for
amortization of premiums and accretion of discounts:

     1. money market debt securities held by a non-money  market fund that had a
maturity of less than 397 days when issued that have a remaining  maturity of 60
days or less,  and

     2. debt  instruments  held by a money  market  fund  that have a  remaining
maturity of 397 days or less.

              |_|  Securities  (including  restricted   securities)  not  having
readily-available  market  quotations are valued at fair value  determined under
the Board's  procedures.  If the  Manager is unable to locate two market  makers
willing to give  quotes,  a security may be priced at the mean between the "bid"
and "asked"  prices  provided by a single  active market maker (which in certain
cases may be the "bid" price if no "asked" price is available).

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

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

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

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

How to Sell Shares

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

          Reinvestment  Privilege.   Within  six  months  of  a  redemption,   a
          shareholder may reinvest all or part of the redemption proceeds of:

o             Class A shares  purchased  subject to an initial  sales  charge or
              Class A shares on which a  contingent  deferred  sales  charge was
              paid, or

o Class B shares  that were  subject to the Class B  contingent  deferred  sales
charge when redeemed.

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

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

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

         The Fund has elected to be governed by Rule 18f-1 under the  Investment
Company Act.  Under that rule,  the Fund is obligated to redeem shares solely in
cash up to the lesser of $250,000 or 1% of the net assets of the Fund during any
90-day  period for any one  shareholder.  If shares are  redeemed  in kind,  the
redeeming  shareholder  might  incur  brokerage  or other  costs in selling  the
securities for cash. The Fund will value  securities  used to pay redemptions in
kind  using the same  method  the Fund uses to value  its  portfolio  securities
described  above  under  "Determination  of Net Asset  Values Per  Share."  That
valuation will be made as of the time the redemption price is determined.

Involuntary Redemptions. The Fund's Board of Trustees has the right to cause the
involuntary  redemption  of the shares held in any account if the  aggregate net
asset value of those shares is less than $200 or such lesser amount as the Board
may fix.  The Board will not cause the  involuntary  redemption  of shares in an
account if the  aggregate  net asset value of such  shares has fallen  below the
stated minimum solely as a result of market fluctuations. If the Board exercises
this right, it may also fix the  requirements  for any notice to be given to the
shareholders  in question (not less than 30 days).  The Board may  alternatively
set  requirements  for the shareholder to increase the investment,  or set other
terms and conditions so that the shares would not be involuntarily redeemed.

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

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

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

     (1) state the reason for the distribution;

     (2) state the owner's  awareness of tax  penalties if the  distribution  is
premature; and

     (3) conform to the requirements of the plan and the Fund's other redemption
requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

How to Exchange Shares

         As  stated  in  the  Prospectus,   shares  of  a  particular  class  of
Oppenheimer funds having more than one class of shares may be exchanged only for
shares of the same class of other Oppenheimer funds. Shares of Oppenheimer 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             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 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 A shares of Senior Floating Rate Fund are not available by exchange
of shares of Oppenheimer Money Market Fund or Class A shares of Oppenheimer Cash
Reserves.  If any Class A shares of another  Oppenheimer fund that are exchanged
for Class A shares of Oppenheimer  Senior  Floating Rate Fund are subject to the
Class A contingent  deferred sales charge of the other  Oppenheimer  fund at the
time of exchange,  the holding period for that Class A contingent deferred sales
charge will carry over to the Class A shares of Oppenheimer Senior Floating Rate
Fund acquired in the exchange. The Class A shares of Oppenheimer Senior Floating
Rate  Fund  acquired  in that  exchange  will be  subject  to the  Class A Early
Withdrawal  Charge  of  Oppenheimer  Senior  Floating  Rate  Fund  if  they  are
repurchased before the expiration of the holding period.

o             Class X shares  of  Limited  Term New York  Municipal  Fund can be
              exchanged only for Class B shares of other  Oppenheimer  funds and
              no exchanges may be made to Class X shares.
o             Shares  of  Oppenheimer  Capital  Preservation  Fund  may  not  be
              exchanged  for shares of  Oppenheimer  Money  Market  Fund,  Inc.,
              Oppenheimer Cash Reserves or Oppenheimer  Limited-Term  Government
              Fund. Only  participants in certain  retirement plans may purchase
              shares of Oppenheimer  Capital  Preservation  Fund, and only those
              participants  may exchange shares of other  Oppenheimer  funds for
              shares of Oppenheimer Capital Preservation Fund.

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



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

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

|X| How  Exchanges  Affect  Contingent  Deferred  Sales  Charges.  No contingent
deferred  sales charge is imposed on exchanges of shares of any class  purchased
subject to a contingent  deferred  sales  charge.  However,  when Class A shares
acquired  by  exchange of Class A shares of other  Oppenheimer  funds  purchased
subject to a Class A contingent  deferred  sales  charge are redeemed  within 18
months of the end of the calendar month of the initial purchase of the exchanged
Class A shares,  the Class A contingent  deferred sales charge is imposed on the
redeemed  shares.  The Class B  contingent  deferred  sales charge is imposed on
Class B shares  acquired by exchange if they are redeemed  within 6 years of the
initial  purchase  of the  exchanged  Class B  shares.  The  Class C  contingent
deferred sales charge is imposed on Class C shares  acquired by exchange if they
are redeemed  within 12 months of the initial  purchase of the exchanged Class C
shares.  With  respect to Class N shares,  if you redeem your  shares  within 18
months of the retirement plan's first purchase or the retirement plan eliminates
the Fund as a plan  investment  option within 18 months of selecting the Fund, a
1% contingent deferred sales charge will be imposed on the plan.


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

         If Class B shares  of an  Oppenheimer  fund are  exchanged  for Class B
shares of Oppenheimer  Limited-Term  Government  Fund or  Limited-Term  New York
Municipal Fund and those shares acquired by exchange are subsequently  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 and  Limited-Term  New York Municipal Fund. They will not be subject to the
contingent deferred sales charge of Oppenheimer  Limited-Term Government Fund or
Limited-Term New York Municipal Fund.

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

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

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

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

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

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

Dividends, Capital Gains and Taxes

         Dividends and Distributions.  The dividends and distributions paid by a
class of shares will vary from time to time depending on market conditions,  the
composition  of the Fund's  portfolio,  and expenses  borne by the Fund or borne
separately by a class.  Dividends are calculated in the same manner, at the same
time, and on the same day for each class of shares. However,  dividends on Class
B, Class C and Class N shares are expected to be lower than dividends on Class A
shares.  That is because of the effect of the asset-based  sales charge on Class
B, Class C and Class N shares.  Those  dividends will also differ in amount as a
consequence of any  difference in the net asset values of the different  classes
of shares.

         The Fund's practice of attempting to pay dividends on Class A shares at
a targeted  level  requires the Manager to monitor the Fund's  portfolio and, if
necessary, to select higher-yielding securities when it is deemed appropriate to
seek income at the level  needed to meet the target.  Those  securities  must be
within the Fund's investment parameters however.

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

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

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

         Under the Internal  Revenue  Code,  by December 31 each year,  the Fund
must  distribute  98% of its taxable  investment  income  earned from  January 1
through  December 31 of that year and 98% of its capital  gains  realized in the
period from November 1 of the prior year through October 31 of the current year.
If it does not, the Fund must pay an excise tax on the amounts not  distributed.
It is presently anticipated that the Fund will meet those requirements. However,
the Board of Trustees and the Manager might  determine in a particular year that
it would be in the best interests of shareholders  for the Fund not to make such
distributions  at  the  required  levels  and  to  pay  the  excise  tax  on the
undistributed  amounts.  That would reduce the amount of income or capital gains
available for distribution to shareholders.

         The Fund intends to qualify as a "regulated  investment  company" under
the Internal Revenue Code (although it reserves the right not to qualify).  That
qualification enables the Fund to "pass through" its income and realized capital
gains to  shareholders  without having to pay tax on them.  This avoids a double
tax on that income and capital gains, since shareholders  normally will be taxed
on the dividends and capital gains they receive from the Fund (unless the Fund's
shares are held in a retirement  account or the shareholder is otherwise  exempt
from tax). If the Fund qualifies as a "regulated  investment  company" under the
Internal Revenue Code, it will not be liable for federal income taxes on amounts
paid by it as dividends  and  distributions.  The Fund  qualified as a regulated
investment company in its last fiscal year. The Internal Revenue Code contains a
number of complex tests relating to qualification  which the Fund might not meet
in any particular year. If it did not so qualify,  the Fund would be treated for
tax  purposes  as an  ordinary  corporation  and  receive no tax  deduction  for
payments made to shareholders.

         If prior  distributions made by the Fund must be  re-characterized as a
non-taxable  return of capital at the end of the fiscal  year as a result of the
effect of the Fund's  investment  policies,  they will be  identified as such in
notices sent to shareholders.

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

Additional Information About the Fund

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

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

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

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


<PAGE>



                                       A-1

                                   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 & Truckers
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 - Long Distance
Electrical Equipment                      Telephone - Utility
Electronics                               Textile, Apparel & Home Furnishings
Energy Services                           Tobacco
Entertainment/Film                        Trucks and Parts
Environmental                             Wireless Services
Food




<PAGE>





                                   Appendix B

          OppenheimerFunds Special Sales Charge Arrangements and Waivers

In certain cases,  the initial sales charge that applies to purchases of Class A
shares1 of the  Oppenheimer  funds or the contingent  deferred sales charge that
may apply to Class A, Class B or Class C shares may be waived.2  That is because
of the  economies of sales  efforts  realized by  OppenheimerFunds  Distributor,
Inc.,  (referred  to in this  document as the  "Distributor"),  or by dealers or
other  financial  institutions  that offer  those  shares to certain  classes of
investors.

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

For the purposes of some of the waivers  described  below and in the  Prospectus
and Statement of Additional Information of the applicable Oppenheimer funds, the
term "Retirement Plan" refers to the following types of plans:
(1) plans  qualified  under  Sections  401(a) or 401(k) of the Internal  Revenue
Code, (2) non-qualified deferred compensation plans, (3) employee benefit plans3
(4) Group Retirement Plans4 (5) 403(b)(7) custodial plan accounts (6) Individual
Retirement Accounts ("IRAs"),  including  traditional IRAs, Roth IRAs, SEP-IRAs,
SARSEPs or
                SIMPLE plans

The  interpretation  of these  provisions as to the  applicability  of a special
arrangement  or waiver in a  particular  case is in the sole  discretion  of the
Distributor or the transfer agent (referred to in this document as the "Transfer
Agent")  of  the  particular   Oppenheimer   fund.  These  waivers  and  special
arrangements  may be amended or terminated at any time by a particular fund, the
Distributor, and/or OppenheimerFunds,  Inc. (referred to in this document as the
"Manager").
Waivers  that apply at the time shares are  redeemed  must be  requested  by the
shareholder and/or dealer in the redemption request.

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

1.  Certain  waivers  also  apply  to  Class  M  shares  of
Oppenheimer Convertible Securities Fund.

     2.  In  the   case  of   Oppenheimer   Senior   Floating   Rate   Fund,   a
continuously-offered  closed-end fund,  references to contingent  deferred sales
charges mean the Fund's Early Withdrawal Charges and references to "redemptions"
mean "repurchases" of shares.

     3. An "employee benefit plan" means any plan or arrangement, whether or not
it is "qualified" under the Internal Revenue Code, under which Class A shares of
an Oppenheimer fund or funds are purchased by a fiduciary or other administrator
for the account of  participants  who are  employees of a single  employer or of
affiliated employers.  These may include, for example, medical savings accounts,
payroll  deduction plans or similar plans.  The fund accounts must be registered
in the name of the  fiduciary  or  administrator  purchasing  the shares for the
benefit of participants in the plan. 4. The term "Group  Retirement  Plan" means
any qualified or non-qualified retirement plan for employees of a corporation or
sole  proprietorship,  members and employees of a partnership  or association or
other  organized  group of  persons  (the  members  of which may  include  other
groups), if the group has made special arrangements with the Distributor and all
members of the group  participating  in (or who are eligible to participate  in)
the plan  purchase  Class A shares  of an  Oppenheimer  fund or funds  through a
single investment dealer,  broker or other financial  institution  designated by
the group.  Such plans include 457 plans,  SEP-IRAs,  SARSEPs,  SIMPLE plans and
403(b)  plans  other than plans for public  school  employees.  The term  "Group
Retirement  Plan" also includes  qualified  retirement  plans and  non-qualified
deferred  compensation  plans  and  IRAs  that  purchase  Class A  shares  of an
Oppenheimer fund or funds through a single  investment  dealer,  broker or other
financial  institution that has made special  arrangements  with the Distributor
enabling  those plans to purchase  Class A shares at net asset value but subject
to the Class A contingent  deferred sales charge.  I.  Applicability  of Class A
Contingent Deferred Sales Charges in Certain Cases

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

         There is no initial  sales charge on purchases of Class A shares of any
of the Oppenheimer funds in the cases listed below. However, these purchases may
be subject to the Class A contingent deferred sales charge if redeemed within 18
months of the end of the calendar month of their  purchase,  as described in the
Prospectus (unless a waiver described  elsewhere in this Appendix applies to the
redemption).  Additionally,  on shares  purchased  under these  waivers that are
subject to the Class A contingent  deferred sales charge,  the Distributor  will
pay the  applicable  commission  described  in the  Prospectus  under  "Class  A
Contingent Deferred Sales Charge."1 This waiver provision applies to:
|_| Purchases of Class A shares aggregating $1 million or more.
|_|  Purchases  by a Retirement  Plan (other than an IRA or 403(b)(7)  custodial
plan) that:

(1) buys shares costing $500,000 or more, or (2) has, at the time of
purchase,  100 or more  eligible  employees  or total plan assets of $500,000 or
more,  or
     (3)  certifies  to the  Distributor  that it  projects  to have annual plan
purchases of $200,000 or more.

     |_|  Purchases  by  an  OppenheimerFunds-sponsored  Rollover  IRA,  if  the
purchases are made:

     (1) through a broker,  dealer,  bank or registered  investment adviser that
has made special arrangements with the Distributor for those purchases, or

(2)                 by a direct  rollover  of a  distribution  from a  qualified
                    Retirement Plan if the  administrator  of that Plan has made
                    special   arrangements   with  the   Distributor  for  those
                    purchases.
|_|           Purchases of Class A shares by  Retirement  Plans that have any of
              the following record-keeping arrangements:

     (1) The record keeping is performed by Merrill Lynch Pierce Fenner & Smith,
Inc.  ("Merrill  Lynch") on a daily valuation basis for the Retirement  Plan. On
the date the plan  sponsor  signs  the  record-keeping  service  agreement  with
Merrill Lynch,  the Plan must have $3 million or more of its assets  invested in
(a) mutual  funds,  other than those  advised or managed by Merrill  Lynch Asset
Management,  L.P.  ("MLAM"),  that are made available under a Service  Agreement
between   Merrill  Lynch  and  the  mutual  fund's   principal   underwriter  or
distributor,  and (b) funds  advised or managed by MLAM (the funds  described in
(a) and (b) are referred to as "Applicable Investments").

(2)                 The record keeping for the Retirement Plan is performed on a
                    daily  valuation basis by a record keeper whose services are
                    provided  under  a  contract  or  arrangement   between  the
                    Retirement  Plan  and  Merrill  Lynch.  On the date the plan
                    sponsor  signs the record  keeping  service  agreement  with
                    Merrill Lynch,  the Plan must have $3 million or more of its
                    assets  (excluding  assets  invested in money market  funds)
                    invested in Applicable Investments.
(3)                 The record keeping for a Retirement  Plan is handled under a
                    service  agreement  with  Merrill  Lynch and on the date the
                    plan sponsor signs that agreement,  the Plan has 500 or more
                    eligible  employees (as determined by the Merrill Lynch plan
                    conversion manager).
|_|           Purchases  by  a  Retirement   Plan  whose  record  keeper  had  a
              cost-allocation agreement with the Transfer Agent on or before May
              1, 1999.


<PAGE>

             II. Waivers of Class A Sales Charges of Oppenheimer Funds

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

Class A shares purchased by the following investors are not subject to any Class
A sales  charges  (and  no  commissions  are  paid  by the  Distributor  on such
purchases):

|_| The Manager or its affiliates.

|_|           Present or former officers, directors, trustees and employees (and
              their  "immediate  families")  of the Fund,  the  Manager  and its
              affiliates,  and  retirement  plans  established by them for their
              employees.  The term  "immediate  family"  refers to one's spouse,
              children,  grandchildren,  grandparents,  parents, parents-in-law,
              brothers  and  sisters,  sons- and  daughters-in-law,  a sibling's
              spouse, a spouse's siblings,  aunts,  uncles,  nieces and nephews;
              relatives by virtue of a remarriage (step-children,  step-parents,
              etc.) are included.
|_|           Registered management  investment companies,  or separate accounts
              of insurance companies having an agreement with the Manager or the
              Distributor for that purpose.
|_|           Dealers  or  brokers  that  have  a  sales   agreement   with  the
              Distributor, if they purchase shares for their own accounts or for
              retirement plans for their employees.
|_|           Employees and  registered  representatives  (and their spouses) of
              dealers or brokers described above or financial  institutions that
              have entered into sales  arrangements with such dealers or brokers
              (and which are identified as such to the  Distributor) or with the
              Distributor.  The purchaser must certify to the Distributor at the
              time of  purchase  that the  purchase is for the  purchaser's  own
              account  (or for the  benefit of such  employee's  spouse or minor
              children).
|_|           Dealers,  brokers,  banks or registered  investment  advisors that
              have  entered  into an agreement  with the  Distributor  providing
              specifically  for  the use of  shares  of the  Fund in  particular
              investment products made available to their clients. Those clients
              may be charged a transaction fee by their dealer,  broker, bank or
              advisor for the purchase or sale of Fund shares.
|_|           Investment  advisors and financial  planners who have entered into
              an agreement for this purpose with the  Distributor and who charge
              an advisory,  consulting  or other fee for their  services and buy
              shares for their own accounts or the accounts of their clients.
|_|           "Rabbi  trusts"  that buy  shares for their own  accounts,  if the
              purchases  are made  through a broker or agent or other  financial
              intermediary   that  has  made  special   arrangements   with  the
              Distributor for those purchases.
|_|           Clients of investment  advisors or financial  planners  (that have
              entered into an agreement  for this purpose with the  Distributor)
              who buy shares for their own  accounts  may also  purchase  shares
              without  sales  charge but only if their  accounts are linked to a
              master account of their investment advisor or financial planner on
              the  books  and  records  of  the  broker,   agent  or   financial
              intermediary  with  which the  Distributor  has made such  special
              arrangements . Each of these investors may be charged a fee by the
              broker, agent or financial intermediary for purchasing shares.
|_|           Directors,  trustees,  officers or  full-time  employees  of OpCap
              Advisors or its affiliates, their relatives or any trust, pension,
              profit  sharing  or other  benefit  plan which  beneficially  owns
              shares for those persons.
|_|           Accounts for which  Oppenheimer  Capital (or its successor) is the
              investment  advisor  (the  Distributor  must  be  advised  of this
              arrangement)  and  persons  who are  directors  or trustees of the
              company or trust which is the beneficial owner of such accounts.
|_| A unit investment trust that has entered into an appropriate  agreement with
the Distributor.

|_| Dealers, brokers, banks, or registered investment advisers
that have entered into an agreement with the
              Distributor  to  sell  shares  to  defined  contribution  employee
              retirement  plans  for  which the  dealer,  broker  or  investment
              adviser provides administration services.


<PAGE>


         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)

<PAGE>


          To return  contributions  made due to a mistake of fact.  (4) Hardship
          withdrawals,  as defined in the plan.2 (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.3
              (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.4

          (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.5
(9)      On account of the participant's separation from service.6
(10)                Participant-directed  redemptions  to  purchase  shares of a
                    mutual fund  (other than a fund  managed by the Manager or a
                    subsidiary of the Manager)  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 Global Fund


Internet Web Site:
         www.oppenheimerfunds.com

Investment Advisor
         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
         KPMG LLP
         707 Seventeenth Street
         Denver, Colorado 80202

Legal Counsel
          Mayer, Brown & Platt
          1675 Broadway
          New York, NY 10019-5820


(OppenheimerFunds logo)
<PAGE>
                                OPPENHEIMER GLOBAL FUND

                                       FORM N-1A

                                        OTHER INFORMATION

Item 23.  Exhibits

     (a)  Amended  and  Restated  Declaration  of  Trust  dated  as  of  8/1/95:
Previously filed with Registrant's Post-Effective Amendment No. 65, 7/27/95, and
incorporated herein by reference.

     (b)  By-Laws  Amended as of  8/6/87:  Previously  filed  with  Registrant's
Post-Effective Amendment No. 63, 12/1/94, and incorporated herein by reference.

     (c)  (i)  Specimen  Class  A  Share  Certificate:   Previously  filed  with
Registrant's  Post-Effective Amendment No. 72, 11/23/99, and incorporated herein
by reference.

     (ii) Specimen Class B Share Certificate: Previously filed with Registrant's
Post-Effective Amendment No. 72, 11/23/99, and incorporated herein by reference.

     (iii)  Specimen   Class  C  Share   Certificate:   Previously   filed  with
Registrant's  Post-Effective Amendment No. 72, 11/23/99, and incorporated herein
by reference.


         (iv)  Specimen Class N Share Certificate: Filed herewith.


     (v) Specimen Class Y Share Certificate:  Previously filed with Registrant's
Post-Effective Amendment No. 72, 11/23/99, and incorporated herein by reference.

          (d) Amended and Restated  Investment  Advisory  Agreement  dated as of
          12/11/97:  Previously filed with Registrant's Post-Effective Amendment
          No. 69, 1/28/98, and incorporated herein by reference.

          (e) (i) General  Distributor's  Agreement dated  12/10/92:  Previously
          filed with  Registrant's  Post-Effective  Amendment  No. 59,  1/29/93,
          refiled with  Registrant's  Post-Effective  Amendment No. 63, 12/1/94,
          pursuant to Item 102 of  Regulation  S-T, and  incorporated  herein by
          reference.

          (ii) Form of Dealer Agreement of OppenheimerFunds  Distributor,  Inc.:
          Previously   filed  with   Pre-Effective   Amendment   No.  2  to  the
          Registration  Statement of  Oppenheimer  Trinity Value Fund (Reg.  No.
          333-79707), 8/25/99, and incorporated herein by reference.

          (iii) Form of Agency Agreement of OppenheimerFunds Distributor,  Inc.:
          Previously   filed  with   Pre-Effective   Amendment   No.  2  to  the
          Registration  Statement of  Oppenheimer  Trinity Value Fund (Reg.  No.
          333-79707), 8/25/99, and incorporated herein by reference.

          (iv) Form of Broker Agreement of OppenheimerFunds,  Distributor, Inc.:
          Previously   filed  with   Pre-Effective   Amendment   No.  2  to  the
          Registration  Statement of  Oppenheimer  Trinity Value Fund (Reg.  No.
          333-79707), 8/25/99, and incorporated herein by reference.

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

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

          (g)  (i)  Amended  and  Restated  Custody  Agreement  dated  11/12/92:
          Previously filed with  Registrant's  Post-Effective  Amendment No. 59,
          1/29/93,  refiled with Registrant's  Post-Effective  Amendment No. 63,
          12/1/94,  pursuant to Item 102 of  Regulation  S-T,  and  incorporated
          herein by reference.

          (ii) Foreign Custody Manager Agreement between Registrant and The Bank
          of New York:  Previously filed with  Pre-Effective  Amendment No. 2 to
          the  Registration  Statement of Oppenheimer  World Bond Fund (Reg. No.
          333-48973), 4/23/98, and incorporated herein by reference.

(h)      Not applicable.

          (i) (i) Opinion and Consent of Counsel dated 3/2/87:  Previously filed
          with  Registrant's  Post-Effective  Amendment  No.  52,  1/27/89,  and
          refiled with  Registrant's  Post-Effective  Amendment No. 63, 12/1/94,
          pursuant to Item 102 of  Regulation  S-T, and  incorporated  herein by
          reference.


          (ii) Opinion and Consent of Counsel for Class N shares dated 11/13/98:
          To be filed by Amendment.

          (iii)  Opinion  and  Consent  of  Counsel  for  Class Y  shares  dated
          11/13/98:  Previously filed with Registrant's Post-Effective Amendment
          No. 71, 11/17/98, and incorporated herein by reference.

(j)      Independent Auditors' Consent: To be filed by Amendment.


(k)      Not applicable.

(l)      Not applicable.

          (m) (i)  Service  Plan and  Agreement  for Class A Shares  dated as of
          6/10/93:  Previously filed with Registrant's  Post-Effective Amendment
          No. 60, 11/24/93, and incorporated herein by reference.

          (ii)  Distribution  and Service Plan and  Agreement for Class B Shares
          dated as of 2/20/97  pursuant  to Rule  12b-1:  Previously  filed with
          Registrant's   Post-Effective   Amendment   No.   70,   9/15/98,   and
          incorporated herein by reference.

          (iii)  Distribution  and Service Plan and Agreement for Class C Shares
          dated as of 2/20/97  pursuant  to Rule  12b-1:  Previously  filed with
          Registrant's   Post-Effective   Amendment   No.   70,   9/15/98,   and
          incorporated herein by reference.



          (iv) Form of  Distribution  and  Service  Plan  Agreement  for Class N
          Shares: Filed herewith.


          (n)  Oppenheimer  Funds  Multiple  Class Plan under Rule 18f-3 updated
          through 8/24/99:  Previously filed with Pre-Effective  Amendment No. 1
          to the Registration Statement of Oppenheimer Senior Floating Rate Fund
          (Reg. No. 333-82579), 8/27/99, and incorporated herein by reference.


          (o) Powers of Attorney (including  Certified Board Resolution) for all
          Trustees/Directors:  Previously filed with Pre-Effective Amendment No.
          1 to the  Registration  Statement of  Oppenheimer  Trinity  Value Fund
          (Reg. No. 333-79707), 8/14/99, and incorporated herein by reference.

          (p) Amended and Restated Code of Ethics of the Oppenheimer Funds dated
          March 1, 2000 under Rule 17j-1 of the Investment  Company Act of 1940:
          Previously   filed  with  the  Initial   Registration   Statement   of
          Oppenheimer Emerging Technologies Fund (Reg. No. 333-32108),  3/10/00,
          and incorporated herein by reference.


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

None.

Item 25.  Indemnification
         Reference is made to the  provisions of Article  Seven of  Registrant's
Amended  and  Restated  Declaration  of  Trust  filed as  Exhibit  23(a) to this
Registration Statement, and incorporated herein by reference.

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

Item 26.  Business and Other Connections of the Investment Adviser

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

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


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

Charles E. Albers,

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


Edward Amberger,

Assistant Vice President                             None.


Janette Aprilante
Assistant Vice President                             None.


Victor Babin,
Senior Vice President                                None.

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


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


Connie Bechtolt,
Assistant Vice President                             None.

Kathleen Beichert,
Vice President                                       None.

Rajeev Bhaman,

Vice President                                       None.

Mark Binning
Assistant Vice President                             None.


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


John R. Blomfield,
Vice President                                       None.


Chad Boll,
Assistant Vice President                             None

Scott Brooks,
Vice President                                       None.



Jeffrey Burns,
Vice President/Assistant Counsel
Stradley, Ronen Stevens and Young, LLP (February
                        1998-September 1999).


Adele Campbell,
Assistant Vice President & Assistant
Treasurer: Rochester Division

     Formerly, Assistant Vice President of Rochester Fund Services, Inc.





Michael A. Carbuto,

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

John Cardillo,
Assistant Vice President                             None.


Elisa Chrysanthis

Assistant Vice President                             None.

H.C. Digby Clements,

Vice President: Rochester Division                   None.

O. Leonard Darling,
Vice Chairman, Chief
Executive Officer and
Executive Vice President

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

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


Robert A. Densen,
Senior Vice President                                None.


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


Sheri Devereux,
Vice President    None.


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


Craig P. Dinsell

Executive Vice President                             None.


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



Drew Donohue
Assistant Vice President            Formerly, a trust officer for Trust Company.


Andrew J. Donohue,
Executive Vice President,

General Counsel and Director

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

Bruce Dunbar,
Vice President                                       None.


Daniel Engstrom,
Assistant Vice President                             None.


Armond Erpf
Assistant Vice President                             None.


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


Edward N. Everett,

Assistant Vice President                             None.

George Fahey,
Vice President                                       None.


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


Scott Farrar,

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

Katherine P. Feld,
Vice President, Senior Counsel
and Secretary

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


Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division

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

David Foxhoven,
Assistant Vice President

     Formerly  Manager,  Banking  Operations  Department  (July  1996 - November
1998).

Crystal French
Vice President                                       None.

Dan Gangemi,
Vice President                                       None.

Subrata Ghose
Assistant Vice President

     Formerly, Equity Analyst at Fidelity Investments (1995 - March 2000).

Charles Gilbert,
Assistant Vice President                             None.

Alan Gilston,
Vice President                                       None.

Jill Glazerman,
Vice President                                       None.

Mikhail Goldverg
Assistant Vice President                             None.

Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director

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

Robert Grill,
Senior Vice President                                None.

Robert Guy
Senior Vice President                                None.

Robert Haley
Assistant Vice President                             None.

Thomas B. Hayes,
Vice President                                       None.

Dorothy Hirshman,
Assistant Vice President                             None

Merryl Hoffman,
Vice President and
Senior Counsel                                       None

Merrell Hora,
Assistant Vice President                             None.

Scott T. Huebl,
Vice President                                       None.

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

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

Steve Ilnitzki,
Senior Vice President

     Formerly Vice  President of Product  Management at Ameritrade  (until March
2000).

Kathleen T. Ives,
Vice President                                       None.

William Jaume,
Vice President

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

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

Andrew Jordan,
Assistant Vice President                             None.

Deborah Kaback
Vice President and
Senior Counsel

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

Lewis Kamman
Vice President

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

Jennifer Kane
Assistant Vice President                             None.

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

Thomas W. Keffer,
Senior Vice President                                None.

Erica Klein,
Assistant Vice President                             None.

Walter Konops,
Assistant Vice President                             None.

Avram Kornberg,
Senior Vice President                                None.

Jimmy Kourkoulakos,
Assistant Vice President.                            None.

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

Joseph Krist,
Assistant Vice President                             None.

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

Michael Levine,
Vice President                                       None.

Shanquan Li,
Vice President                                       None.

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

Malissa Lischin
Assistant Vice President

     Formerly  Associate  Manager,  Investment  Management Analyst at Prudential
(1996 - March 2000).

David Mabry,
Vice President                                       None.

Bridget Macaskill,
Chairman, Chief Executive Officer
and Director

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

Steve Macchia,
Vice President                                       None.

Philip T. Masterson,
Vice President                                       None.

Loretta McCarthy,
Executive Vice President                             None.

Lisa Migan,
Assistant Vice President                             None.

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

Joy Milan
Assistant Vice President                             None.

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

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

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

John Murphy,
President and Chief
Operating Officer

     President of MassMutual Institutional Funds and the MML Series Funds

Kenneth Nadler,
Vice President                                       None.

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

Barbara Niederbrach,
Assistant Vice President                             None.

Robert A. Nowaczyk,
Vice President                                       None.

Ray Olson,
Assistant Vice President                             None.

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

Frank Pavlak,
Vice President

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

James Phillips
Assistant Vice President                             None.

David Pellegrino
Vice President                                       None.

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

Michael Quinn,
Assistant Vice President                             None.

Julie Radtke,
Vice President                                       None.

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

John Reinhardt,
Vice President: Rochester Division                   None

Jeffrey Rosen,
Vice President                                       None.



Marci Rossell,
Vice President and
Corporate Economist

     Economist with Federal Reserve Bank of Dallas (April 1996 - March 1999).



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

Lawrence Rudnick,
Assistant Vice President                             None.

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

Andrew Ruotolo
Executive Vice President

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

Rohit Sah,
Assistant Vice President                             None.

Valerie Sanders,
Vice President                                       None.

Kenneth Schlupp
Assistant Vice President

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

Jeff Schneider,
Vice President

     Formerly (until May 1999) Director, Personal Decisions International.

Ellen Schoenfeld,
Vice President                                       None.

Allan Sedmak
Assistant Vice President                             None.

Jennifer Sexton,
Vice President    None.

Martha Shapiro,
Assistant Vice President                             None.

Connie Song,
Assistant Vice President                             None.

Richard Soper,
Vice President                                       None.


Keith Spencer,
Vice President                                       None.

     Cathleen Stahl, Vice President

Assistant Vice President & Manager of Women
& Investing Program

Richard A. Stein,
Vice President: Rochester Division

     Assistant Vice President (since 1995) of Rochester Capitol Advisors, L.P.

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

Jayne Stevlingson,
Vice President                                       None.

Gregg Stitt,
Assistant Vice President                             None.

John Stoma,
Senior Vice President                                None.

Kevin Surrett,
Assistant Vice President

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

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

Susan Switzer,
Assistant Vice President                             None.

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

Paul Temple,
Vice President

     Formerly (until May 2000) Director of Product Development at Prudential.

Angela Uttaro,
Assistant Vice President                             None.

Mark Vandehey,
Vice President                                       None.

Maureen VanNorstrand,
Assistant Vice President                             None.

Annette Von Brandis,
Assistant Vice President                             None.

Phillip Vottiero,
Vice President

     Chief Financial officer for the Sovlink Group (April 1996 - June 1999).

Teresa Ward,
Vice President                                       None.

Jerry Webman,
Senior Vice President

Senior Investment Officer, Director of Fixed Income.

Barry Weiss,
Assistant Vice President                   Fitch IBCA (1996 - January 2000)

Christine Wells,
Vice President                                       None.

Joseph Welsh,
Assistant Vice President                             None.

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

Donna Winn,
Senior Vice President

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

Brian W. Wixted,
Senior Vice President and
Treasurer

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

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

Kurt Wolfgruber
Senior Vice President

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

Caleb Wong,
Vice President

     An officer and/or  portfolio  manager of certain  Oppenheimer  funds (since
June 1999) .

Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel

     Assistant  Secretary  of  Shareholder  Services,  Inc.  (since  May  1985),
Shareholder  Financial  Services,  Inc. (since November 1989),  OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997); an
officer of other Oppenheimer funds.

Jill Zachman,
Assistant Vice President:
Rochester Division                                   None.

Neal Zamore,
Vice President

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

Mark Zavanelli,
Assistant Vice President                             None.

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

Susan Zimmerman,
Vice President                                       None.

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

                  New York-based Oppenheimer Funds

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

                  Quest/Rochester Funds

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


                  Denver-based Oppenheimer Funds

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

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

     The address of the Oppenheimer Funds, Shareholder Financial Services, Inc.,
Shareholder  Services,  Inc.,   OppenheimerFunds   Services,   Centennial  Asset
Management  Corporation,  Centennial  Capital Corp.,  and Oppenheimer Real Asset
Management, Inc. is 6803 South Tucson Way, Englewood, Colorado 80112.

Item 27. Principal Underwriter

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

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

<TABLE>
<CAPTION>
Name & Principal                                 Positions & Offices                    Positions & Offices
Business Address                                 with Underwriter                       with Registrant
<S>                                              <C>                                    <C>

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

William Beardsley (2)                            Vice President                         None

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

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

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

Susan Burton(2)                                  Vice President                         None

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

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

Jeff Damia(2)                                    Vice President                         None

Stephen Demetrovits(2)                           Vice President                         None

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

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

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

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

G. Patrick Dougherty (2)                         Vice President                         None

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

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

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

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

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

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

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

Ronald H. Fielding(3)                            Vice President                         None

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

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

Victoria Friece(1)                               Assistant Vice President               None

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

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

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

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

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

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

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

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

Brian Husch(2)                                   Vice President                         None

Edward Hrybenko (2)                              Vice President                         None

Richard L. Hymes(2)                              Assistant Vice President               None

Byron Ingram(1)                                  Assistant Vice President               None

Kathleen T. Ives(1)                              Vice President                         None

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

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

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

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



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

Michael Keogh(2)                                 Vice President                         None

Lisa Klassen(1)                                  Assistant Vice President               None

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

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

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

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

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

John Lynch (2)                                   Vice President                         None

Michael Magee(2)                                 Vice President                         None

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

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

LuAnn Mascia(2)                                  Assistant Vice President               None

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

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


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

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

Laura Mulhall(2)                                 Senior Vice President                  None

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

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

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

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

Kevin Neznek(2)                                  Vice President                         None


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

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

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

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

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



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

Bill Presutti(2)                                 Vice President                         None

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

Elaine Puleo(2)                                  Senior Vice President                  None

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

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

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

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

Michelle Richter(2)                              Assistant Vice President               None

Ruxandra Risko(2)                                Vice President                         None

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

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

James Ruff(2)                                    President & Director                   None

William Rylander (2)                             Vice President                         None

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


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

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

Michelle Simone - Ricter(2)                      Assistant Vice President               None

Kristen Sims (2)                                 Vice President                         None

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

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

Peter Sullivan                                   Vice President                         None
21445 S. E 35th Street
Issaquah, WA  98029

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

Michael Sussman(2)                               Vice President                         None

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

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

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

Martin Telles(2)                                 Senior Vice President                  None

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

Tanya Valency (2)                                Assistant Vice President               None

Mark Vandehey(1)                                 Vice President                         None

Brian Villec (2)                                 Vice President                         None

Andrea Walsh(1)                                  Vice President                         None

Suzanne Walters(1)                               Assistant Vice President               None

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

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

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

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

Gregor Yuska(2)                                  Vice President                         None
</TABLE>

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

(c)      Not applicable.

Item 28.  Location of Accounts and Records
The accounts,  books and other documents required to be maintained by Registrant
pursuant  to  Section  31(a) of the  Investment  Company  Act of 1940 and  rules
promulgated  thereunder are in the possession of  OppenheimerFunds,  Inc. at its
offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 29.  Management Services

Not applicable

Item 30.  Undertakings

Not applicable.




<PAGE>


                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant has duly caused this Registration  Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York and State of New York on the 14th day of November, 2000.

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

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

<TABLE>
<CAPTION>
Signatures                                           Title                              Date
----------                                           -----                              ----
<S>                                                <C>                                  <C>

/s/Leon Levy*                                        Chairman of the                    November 14, 2000
--------------                                       Board of Trustees
Leon Levy


/s/Bridget A. Macaskill*                             President, Principal               November 14, 2000
------------------------                             Executive Officer
Bridget A. Macaskill                                 and Trustee


/s/Donald W. Spiro*                                  Vice Chairman                      November 14, 2000
--------------------                                 and Trustee
Donald W. Spiro


/s/Brian W. Wixted*                                  Treasurer, Principal Financial
------------------------                             and Accounting Officer             November 14, 2000
Brian W. Wixted


/s/Robert G. Galli*                                  Trustee                            November 14, 2000
-------------------
Robert G. Galli


/s/Philip A. Griffiths*                              Trustee                            November 14, 2000
--------------------------
Philip A. Griffiths


/s/Benjamin Lipstein*
----------------------                               Trustee                            November 14, 2000
Benjamin Lipstein


s/Elizabeth B. Moynihan*                             Trustee                            November 14, 2000
--------------------------
Elizabeth B. Moynihan


/s/Kenneth A. Randall*                               Trustee                            November 14, 2000
-----------------------
Kenneth A. Randall


/s/Edward V. Regan*                                  Trustee                            November 14, 2000
--------------------
Edward V. Regan


/s/Russell S. Reynolds, Jr.*                         Trustee                            November 14, 2000
-----------------------------
Russell S. Reynolds, Jr.


/s/Clayton K. Yeutter*                               Trustee                            November 14, 2000
-----------------------
Clayton K. Yeutter


</TABLE>

*By:  /s/ Robert G. Zack
    --------------------------------
    Robert G. Zack, Attorney-in-Fact


<PAGE>


                             OPPENHEIMER GLOBAL FUND


                                  EXHIBIT INDEX





Exhibit No.                         Description

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

23(m)(iv)                           Form of Distribution and Service Plan and
                                    Agreement for Class N Shares



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission