PART C/N14 POST-EFFECTIVE NO.3

EX-99 11 partcposteffno3.htm PART C/N14 POST-EFFECTIVE NO.3 PART C/N14 POST-EFFECTIVE NO.3

OPPENHEIMER LARGE CAP GROWTH FUND
FORM N-14

PART C
OTHER INFORMATION

Item 15. Indemnification
-------------------------

Reference is made to the provisions of Article Seventh of Registrant's Declaration of Trust Previously 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 16. Exhibits
------------------

(1) Amended and Restated Declaration of Trust dated May 6, 1998: Previously filed with Pre-Effective Amendment No. 1 to
Registrant's registration statement, 5/6/98, and incorporated herein by reference.

(2) Amended and Restated By-Laws dated 6/4/98: Previously filed with Registrant's Pre-Effective Amendment No. 2 to Registrant's
registration statement, 6/19/98, and incorporated herein by reference.

(3) N/A

(4) (i) Agreement and Plan of Reorganization: See Exhibit A to Part A of the Registration Statement (Reg. No. 333-59588),
4/27/01, and incorporated herein by reference.
(ii) Prospectus Performance Information: See Exhibit B to Part A of Pre-Effective Amendment No. 5 to the Registration
Statement (Reg. No. 333-59588), 6/14/01, and incorporated herein by reference.

(5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 3 to Registrant's
Registration Statement, 11/26/99, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 3 to Registrant's
Registration Statement, 11/26/99, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 3 to Registrant's
Registration Statement, 11/26/99, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post Effective Amendment No. 4 (12/1/00), and
incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 3 to Registrant's
Registration Statement, 11/26/99, and incorporated herein by reference.

(6) (i) Investment Advisory Agreement dated December 17, 1998: Previously filed with Registrant's Pre-Effective Amendment No.
1, 5/6/98, and incorporated herein by reference.

(7) (i) General Distributor's Agreement dated December 17, 1998: Previously filed with Registrant's Pre-Effective Amendment
No. 1, 5/6/98, 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 OppenheimerFunds Distributor, Inc. Broker Agreement: 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 OppenheimerFunds Distributor, Inc. Agency Agreement: 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.

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

(i) Retirement Plan for Non-Interested Trustees or Directors dated June 7, 1990: Previously filed with Post-Effective
Amendment No. 97 to the Registration Statement of Oppenheimer Fund (File No. 2-14586), 8/30/90, Previously 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.

(9) (i) Custody Agreement dated May 2, 1998: Previously filed with Registrant's Pre-Effective Amendment No. 1, 5/6/98, 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. 333-48973), 4/23/98, and incorporated
herein by reference.

(10) (i) Service Plan and Agreement for Class A shares dated December 17, 1998: Previously filed with Registrant's Pre-Effective
Amendment No. 1, 5/6/98, and incorporated herein by reference.

(ii) Distribution and Service Plan and Agreement for Class B shares dated March 1, 1999: Previously filed with Registrant's
Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.

(iii) Distribution and Service Plan and Agreement for Class C shares dated March 1, 1999: Previously filed with Registrant's
Pre-Effective Amendment No. 1, 5/6/98, and incorporated herein by reference.

(iv) Form Distribution and Service Plan and Agreement for Class N shares: Previously filed with Registrant's Post-Effective
Amendment No. 4 to the Registrant's Registration Statement, 12/1/00, and incorporated herein by reference.

(11) Opinion and Consent of Counsel: To be filed by Amendment.

(12) Tax Opinions Relating to the Reorganization: Tax Opinion - To be filed by Amendment.

(13) N/A.

(14) Consent of KPMG LLP: Previously filed with Registrant's Post-Effective Amendment No. 1 to Registrant's Registration
Statement No. 333-59588, 8/14/01, and incorporated herein by reference.

(15) N/A.

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

Item 17. Undertakings
----------------------
(1) N/A.
(2) N/A.

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 23rd day of August 2001.

OPPENHEIMER LARGE CAP GROWTH FUND

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

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

Signatures Title Date
---------- ----- ----

/s/ Leon Levy* Chairman of the
---------------------------------- Board of Trustees August 23, 2001
Leon Levy

/s/ Donald W. Spiro* Vice Chairman of the August 23, 2001
---------------------------------- Board and Trustee
Donald W. Spiro

/s/ Bridget A. Macaskill* President and August 23, 2001
--------------------------------- Chief Executive
Bridget A. Macaskill Officer and Trustee

/s/ Brian W. Wixted* Treasurer and Principal August 23, 2001
--------------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ Robert G. Galli* Trustee August 23, 2001
----------------------------------
Robert G. Galli

/s/ Phillip A. Griffiths Trustee August 23, 2001
---------------------------------
Phillip A. Griffiths

/s/ Benjamin Lipstein* Trustee August 23, 2001
---------------------------------
Benjamin Lipstein

/s/ Elizabeth B. Moynihan* Trustee August 23, 2001
---------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall* Trustee August 23, 2001
---------------------------------
Kenneth A. Randall

/s/ Edward V. Regan* Trustee August 23, 2001
---------------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee August 23, 2001
---------------------------------
Russell S. Reynolds, Jr.

/s/ Clayton K. Yeutter* Trustee August 23, 2001
---------------------------------
Clayton K. Yeutter

*By: /s/ Robert G. Zack
----------------------------------------- August 23, 2001
Robert G. Zack, Attorney-in-Fact

775_PartC N-14 082301