Part C

EX-99 6 ptc.htm PART C Part C

PART C
OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(1) Financial Statements:

Part A: Financial Highlights. (not applicable)

Part B: Report of Independent Auditors, Statement of Assets and Liabilities,
Statement of Operations, Notes to Financial Statements. Filed herewith.

(2) Exhibits:

(a) (i) Certificate of Formation of the Registrant. Previously filed with
Registrant's initial registration statement (Reg. No. 333-71722, 10/17/01), and
incorporated herein by reference).

(ii) Limited Liability Company Agreement of the Registrant - Filed herewith as
Appendix C to the prospectus included in the Registration Statement.

(b) Not applicable.

(d) Not applicable.

(e) Not applicable.

(f) Not applicable.

(g) (i) Investment Advisory Agreement. Filed herewith.

(ii) Investment Sub-Advisory Agreement. Filed herewith.

(h) (i) Distributor's Agreement. Filed herewith.

(ii) Form of Selling Agreement between OppenheimerFunds Distributor, Inc. and
selected dealers. Previously filed as Exhibit 2(h)(ii) to Amendment No. 1 to the
Registration Statement of Oppenheimer Tremont Market Neutral Fund LLC (Registration
No. 333-71716) dated December 7, 2001 and incorporated herein by reference.

(i) Not applicable.

(j) Form of Custody Agreement. Previously filed as Exhibit 2(j) to Amendment No. 1 to the
Registration Statement of Oppenheimer Tremont Market Neutral Fund LLC (Registration
No. 333-71716) dated December 7, 2001 and incorporated herein by reference.

(k) (i) Escrow Agreement. Filed herewith.

(ii) Administration Agreement. Filed herewith.

(iii) Form of Investor Servicing Agreement. Filed herewith.

(iv) Fund and Investor Accounting Services Agreement. Filed herewith.

(l) Opinion and Consent of Schulte Roth & Zabel LLP. Filed herewith.

(m) Not applicable.

(n) (i) Opinion and Consent of Schulte Roth & Zabel LLP on tax matters. Filed herewith

(ii) Consent of Independent. Filed herewith.

(o) See Item 24(1) above.

(p) Agreement Regarding Provision of Initial Capital. Filed herewith.

(q) Not applicable.

(r) (i) Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1
of the Investment Company Act of 1940; previously filed with the Initial Registration
Statement of Oppenheimer Emerging Growth Fund (Reg. No. 333-44176) dated August 21,
2000 is incorporated herein by reference.

(ii) Code of Ethics of the Oppenheimer/Tremont Funds dated November 19, 2001.
Filed herewith.

Item 25. Marketing Arrangements

Not applicable

Item 26. Other Expenses of Issuance and Distribution

Registration fees $31,250
Legal fees $120,000
NASD fees $5,500
Blue Sky fees $153,340

Accounting fees $3,000
Printing $25,000
Miscellaneous $5,000
------

Total $333,090

Item 27. Persons Controlled by or Under Common Control with the Registrant

None.

Item 28. Number of Holders of Securities

As of December 17, 2001, the number of record holders of each class of securities of the registrant, is
shown below:

(1) (2)
Title of Class Number of Recordholders
-------------- -----------------------

Limited liability company interests 1

Item 29. Indemnification

Reference is made in the provisions of Section 3.7 of Registrant's limited liability company agreement
filed as Appendix C to the prospectus contained in this Registration Statement, and incorporated herein by
reference.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
Managers, 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 Manager, officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such Manager, 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 30. Business and Other Connections of the 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 Part B hereof and listed in Item 30(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 executive 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 with OppenheimerFunds, Inc. Other Business and Connections
During the Past Two Years

Timothy L. Abbuhl, None.
Assistant Vice President

Amy B. Adamshick, Formerly at Scudder Kemper Investments
Vice President (July 1998 - May 2000)

Charles E. Albers, None.
Senior Vice President

Edward J. Amberger, None.
Assistant Vice President

Janette Aprilante, None.
Assistant Vice President

Victor W. Babin, None.
Senior Vice President

Keith W. Bachman, None.
Assistant Vice President

Joanne Bardell, None.
Assistant Vice President

Tomothy M. Barry, None.
Vice President

Bruce L. Bartlett, None.
Senior Vice President

Charles M. Bartling, None.
Assistant Vice President

George Batejan, None
Executive Vice President/Chief Information Officer

Kevin Baum, None.
Assistant Vice President

Connie Bechtolt, None.
Assistant Vice President

Lalit K. Behal, None.
Assistant Vice President

Kathleen Beichert, None.
Vice President

Rajeev Bhaman, None.
Vice President

Mark Binning, None.
Assistant Vice President

Robert J. Bishop, None.
Vice President

Tracey B. Blinzler, None.
Assistant Vice President

John R. Blomfield, None.
Vice President

Chad Boll, None
Assistant Vice President

Robert A. Bonomo, None.
Senior Vice President

Christina M. Bourgeois, None.
Assistant Vice President

Lowell Scott Brooks, None.
Vice President

Adele A. Campbell, None.
Assistant Vice President & Assistant
Treasurer: Rochester Division

Claudia Calich, None.
Assistant Vice President

Michael A. Carbuto, None
Vice President

Debra A. Casey, None.
Assistant Vice President

Michael E. Cassidy, None.
Assistant Vice President

Peter V. Cocuzza, None.
Vice President

Julie C. Cusker, None.
Assistant Vice President: Rochester Division

O. Leonard Darling, Chairman of the Board and a director (since
Vice Chairman, Executive Vice June 1999) and Senior Managing Director
President and Chief Investment (since December 1998) of HarbourView Asset
Officer and Director Management Corporation; a director (since
March 2000) of OFI Private Investments,
Inc.; a director of OAM Institutional, Inc.
(since February 2001); Trustee (1993) of
Awhtolia College - Greece; formerly Chief
Executive Officer of HarbourView Asset
Management Corporation (December 1998 -
June 1999).

John M. Davis, None.
Assistant Vice President

Robert A. Densen, None.
Senior Vice President

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

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

Craig P. Dinsell, None.
Executive Vice President

Becky Dolan, None.
Vice President

Steven D. Dombrower, None.
Vice President

Bruce C. Dunbar, None.
Vice President

John E. Eiler, None.
Vice President

Daniel R. Engstrom, None.
Assistant Vice President

Armand B. Erpf, None.
Assistant Vice President

George R. Evans, None.
Vice President

Edward N. Everett, None.
Assistant Vice President

Leslie A. Falconio, None.
Vice President

David J. Falicia, None.
Assistant Vice President

Scott T. Farrar, Assistant Treasurer of Oppenheimer
Vice President Millennium Funds plc; an officer of other
Oppenheimer funds.

Katherine P. Feld, Vice President and Secretary of
Vice President, Senior Counsel and Secretary OppenheimerFunds, Distributor, Inc.;
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., Shareholder
Services, Inc. and OFI Private Investments,
Inc. and OAM Institutional, Inc.

Ronald H. Fielding, Director of ICI Mutual Insurance Company;
Senior Vice President; Chairman: Rochester Division Governor of St. John's College; Director of
International Museum of Photography at
George Eastman House; an officer and/or
portfolio manager of certain Oppenheimer
funds.

Paul J. Fitzsimmons, None.
Assistant Vice President

Brian D. Flahive, None.
Assistant Vice President

David J. Foxhoven, None.
Assistant Vice President

Colleen M. Franca, None.
Assistant Vice President

Crystal French, None.
Vice President

Dan P. Gangemi, None.
Vice President

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

Charles W. Gilbert, None.
Assistant Vice President

Alan C. Gilston, None.
Vice President

Jill E. Glazerman, None.
Vice President

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

Mikhail Y. Goldverg, None.
Vice President

Raquel Granahan, None.
Vice President

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

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

Robert Grill, None.
Senior Vice President

Robert Guy, None.
Senior Vice President

Robert Haley, None.
Assistant Vice President

Ping Han, None.
Assistant Vice President

Kelly Haney, None.
Assistant Vice President

Thomas B. Hayes, None.
Vice President

Dennis K. Hess, None.
Assistant Vice President

Dorothy F. Hirshman, None.
Assistant Vice President

Merryl I. Hoffman, Secretary of Oppenheimer Trust Company.
Vice President and Senior Counsel

Merrell I. Hora, None.
Vice President

Edward Hrybenko, None.
Vice President

Scott T. Huebl, None.
Vice President

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

John A. Huttlin, None.
Vice President

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

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

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

Kathleen T. Ives, None.
Vice President and
Assistant Counsel

William Jaume, Senior Vice President (since April 2000) of
Vice President HarbourView Asset Management Corporation;
COO and CCO of OAM Institutional, Inc.
(since February 2001).

Frank V. Jennings, None.
Vice President

Andrew J. Jordan, None.
Assistant Vice President

Lewis A. Kamman, None.
Vice President

Jennifer E. Kane, None.
Assistant Vice President

Lynn O. Keeshan, None.
Senior Vice President

Thomas W. Keffer, None.
Senior Vice President

Kristina J. Keller, None.
Vice President

Richard W. Knott, None.
Vice President

Teresa H. Kong, None.
Assistant Vice President

Walter G. Konops, None.
Assistant Vice President

Avram D. Kornberg, None.
Senior Vice President

Dimitrios Kourkoulakos, None.
Assistant Vice President.

John Kowalik, None.
Senior Vice President

Brian K. Kramer, None.
Assistant Vice President

Joseph Krist, None.
Assistant Vice President

Tracey E. Lange, None.
Vice President

Christopher M. Leavy, Formerly Vice President and Portfolio
Senior Vice President Manager at Morgan Stanley Investment
Management (1997-September 2000).

Dina C. Lee, Formerly an attorney with Van Eck Global
Assistant Vice President and (until December 2000).
Assistant Counsel

Michael S. Levine, None.
Vice President

Shanquan Li, None.
Vice President

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

William A. Linden, None.
Assistant Vice President

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

David P. Lolli, None.
Assistant Vice President

Daniel G. Loughran None.
Vice President: Rochester Division

David M. Mabry, None.
Vice President

Steve Macchia, None.
Vice President

Patrick M. Magee, None.
Vice President

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

Luann Mascia, None.
Vice President

Philip T. Masterson, None.
Vice President and
Associate Counsel

Elizabeth A. McCormack, None.
Assistant Vice President

Joseph McGovern, None.
Assistant Vice President

Charles L. McKenzie, Senior Vice President of HarbourView Asset
Senior Vice President Management Corporation and OAM
Institutional, Inc.

Lisa Migan, None.
Assistant Vice President

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

Joy L. Milan, None.
Assistant Vice President

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

Nikolaos D. Monoyios, None.
Vice President

Stacy M. Morrell, None.
Vice President

John Murphy, Executive Vice President of [Massachusetts
[President, Chief Operating Mutual Life Insurance Company, President of
Officer and Director] MassMutual Institutional Funds and the MML
Series Funds (since 1997); a director of
David L. Babson Acquisition Corp.]

Kenneth Nadler, None.
Vice President

David Negri, None.
Senior Vice President

Barbara Niederbrach, None.
Assistant Vice President

Linda J. Nolte, None.
Assistant Vice President

Robert A. Nowaczyk, None.
Vice President

Raymond C. Olson, None.
Assistant Vice President

Gina M. Palmieri, None.
Vice President

Frank J. Pavlak, None.
Vice President,
Director/Compliance

David P. Pellegrino, None.
Vice President

Susan Pergament, None.
Assistant Vice President

James F. Phillips, None.
Assistant Vice President

Robert F. Pino, Formerly senior analyst for Commonfund in
Assistant Vice President Connecticut (until January 2001)

Jane C. Putnam, None.
Vice President

Janet M. Quinn, None.
Assistant Vice President

Michael E. Quinn, None.
Vice President

Heather H. Rabinowitz, None.
Assistant Vice President

Julie S. Radtke, None.
Vice President

Norma J. Rapini, None.
Assistant Vice President:
Rochester Division

Thomas P. Reedy, Vice President (since April 1999) of
Vice President HarbourView Asset Management Corporation.

John Reinhardt, None
Vice President: Rochester Division

Kristina Richardson, None.
Assistant Vice President

Robert Robis, None.
Assistant Vice President

Antoinette Rodriguez, None.
Assistant Vice President

Jeffrey S. Rosen, None.
Vice President

Marci B. Rossell, Formerly, manager at Deloitte & Touche
Vice President LLP (until September 1999).

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

Lawrence E. Rudnick, None.
Assistant Vice President

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

Victoria M. Ruoff, None.
Assistant Vice President

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

Rohit Sah, None.
Assistant Vice President

Valerie Sanders, None.
Vice President

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

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

Ellen P. Schoenfeld, None.
Vice President

Brooke M. Schulte, None.
Assistant Vice President

David C. Schultz Chief Executive Officer, President and
Senior Vice President director of HarbourView Asset Management
Corporation and OAM Institutional, Inc.

Allan P. Sedmak None.
Assistant Vice President

Jennifer L. Sexton, None.
Vice President

Martha A. Shapiro, None.
Vice President

Imelda M. Shine, None.
Vice President

Connie Song, None.
Assistant Vice President

Richard A. Soper, None.
Vice President

Keith J. Spencer, None.
Vice President

Cathleen R. Stahl, Assistant Vice President & Manager of Women
Vice President & Investing Program.

Richard A. Stein, None.
Vice President: Rochester Division

Arthur P. Steinmetz, None.
Senior Vice President

Jayne M. Stevlingson, None.
Vice President

Gregg J. Stitt, None.
Vice President

John P. Stoma, None.
Senior Vice President

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

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

Michael E. Sussman, None.
Assistant Vice President

James C. Swain, Chairman, CEO and Trustee, Director or
Vice Chairman of the Board 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 B. Switzer, None.
Vice President

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

James T. Taylor, None.
Assistant Vice President

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

Eamon T. Tubridy, None.
Assistant Vice President

Emily R. Tusaneza, None.
Assistant Vice President

Cameron T. Ullyatt, None.
Assistant Vice President

Tanya M. Valency, None.
Vice President

Mark S. Vandehey, None.
Vice President

Maureen VanNorstrand, None.
Vice President

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

Samuel Sloan Walker, None.
Vice President

Teresa M. Ward, None.
Vice President

Jerry A. Webman, None.
Senior Vice President

Christopher D. Weiler, None.
Assistant Vice President: Rochester Division

Barry D. Weiss, Formerly with Fitch IBCA (1996 - January
Assistant Vice President 2000).

Christine Wells, None.
Vice President

Joseph J. Welsh, None.
Vice President

Diederik Werdmolder, None.
Vice President

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

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

Thomas J. Wilson, None.
Vice President

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

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

Brian W. Wixted, Treasurer (since March 1999) of Harbour
Senior Vice President and View Asset Management Corporation,
Treasurer 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 Oppenheimer FundsInternational
Ltd. and of Oppenheimer Millennium Funds
plc (since May 2000), of OAM
Institutional,Inc.(since February
2001);Treasurer and Chief Financial
Officer(since May 2000) of Oppenheimer
Trust Company; Assistant Treasurer (since
March 1999) of Oppenheimer Acquisition
Corp.and of Centennial Asset Management
Corporation; an Officer of other
Oppenheimer funds.

Carol Wolf, An officer and/or portfolio manager of
Senior Vice President 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 Investment Officer, Director of
Senior Vice President 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 C. Wong, An officer and/or portfolio manager of
Vice President certain Oppenheimer funds (since June 1999)
.

Robert G. Zack, Counsel Assistant Secretary of Shareholder
Senior Vice President and Assistant Secretary, Services, Inc., Shareholder Financial
Associate General Services, Inc., Oppenheimer Funds
International Ltd. and Oppenheimer
Millennium Funds plc; an officer of other
Oppenheimer funds.

Jill Zachman, None.
Assistant Vice President:
Rochester Division

Neal A. Zamore, Formerly (until May 2000) Vice President at
Vice President GE Capital.

Mark D. Zavanelli, None.
Vice President

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

Susan Zimmerman, None.
Vice President

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

New York-based Oppenheimer Funds

Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Developing Markets Fund
Oppenheimer Discovery Fund
Oppenheimer Emerging Growth Fund
Oppenheimer Emerging Technologies Fund
Oppenheimer Enterprise Fund
Oppenheimer Europe Fund
Oppenheimer Global Fund
Oppenheimer Global Growth & Income Fund
Oppenheimer Gold & Special Minerals Fund
Oppenheimer Growth Fund
Oppenheimer International Growth Fund
Oppenheimer International Small Company Fund
Oppenheimer Large Cap Growth Fund
Oppenheimer Money MarketFund, 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

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 Select Managers
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., HarbourView Asset Management Corp., Oppenheimer
Partnership Holdings, Inc., Oppenheimer Acquisition Corp. and OFI Private Investments, Inc. is 498 Seventh
Avenue, New York, New York 10018. The address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, the Denver-based Oppenheimer Funds, OppenheimerFunds Distributor, Inc., 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 31. 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 498 Seventh Avenue, New York, New York 10018.

Item 32. Management Services

Not applicable

Item 33. Undertakings

I. The Registrant undertakes to suspend the offering of Interests until the prospectus is amended
if (1) subsequent to the effective date of its registration statement, the net asset value of the Fund declines
more than ten percent from its net asset value as of the effective date of the registration statement or (2) the
net asset value of the Fund increases to an amount greater than its net proceeds as stated in the prospectus.

II. The Registrant hereby undertakes:

(a) to file, during any period in which offers or sales are being made, a post-effective
amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b)
under the Securities Act of 1933 if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective registration
statement; and

(iii) to include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material change to such
information in the registration statement;

(b) that, for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration statement
relating to the Interests offered therein, and the offering of the Interests at that
time shall be deemed be the initial bona fide offering thereof; and

(c) to remove from registration by means of a post-effective amendment any of the
Interests being registered which remain unsold at the termination of the offering.

III. The Registrant undertakes to send by first class mail or other means designed to ensure equally
prompt delivery within two business days of receipt of a written or oral request, the Registrant's Statement of
Additional Information.