Oppenheimer Tremont
Opportunity Fund, LLC

Limited Liability Company Interests

                         PROSPECTUS dated July 31, 2006


                  INVESTMENT OBJECTIVE. Oppenheimer Tremont Opportunity Fund LLC
(the "Fund") is a limited liability company registered under the Investment
Company Act of 1940, as amended, as a non-diversified, closed-end management
investment company. The Fund's investment objective is to seek to generate
consistently absolute returns over various market cycles. The Fund will pursue
this objective by investing primarily in private investment partnerships and
similar investment vehicles that employ a wide range of specialized investment
strategies.

                                                 (continued on following page)


                  Investing in the Fund's limited liability company interests
(denominated as "Shares") involves a high degree of risk. An investment in the
Fund is suitable only for investors who can bear the risks associated with the
limited liquidity of Shares and should be viewed as a long-term investment. See
"RISK FACTORS" beginning on page 20.

                  Neither the Securities and Exchange Commission (the "SEC") nor
any state securities commission has approved or disapproved these securities or
passed upon the adequacy of this prospectus. Any representation to the contrary
is a criminal offense.

                  This prospectus concisely provides the information that a
prospective investor should know about the Fund before investing. You are
advised to read this prospectus carefully and to retain it for future reference.
Additional information about the Fund, including a statement of additional
information ("SAI") dated July 31, 2006, has been filed with the SEC. The SAI
and the Fund's annual and semi-annual reports are available upon request and
without charge by writing the Fund at P.O. Box 5270, Denver, Colorado,
80217-5270 or by calling (800) 858-9826 or through the OppenheimerFunds website,
at www.oppenheimerfunds.com (follow the hyperlinks: "Access Accounts and
Services" - "Forms & Literature" - "Order Literature" - "Statements of
Additional Information"). The SAI is incorporated by reference into this
prospectus in its entirety. The table of contents of the SAI appears on page 55
of this prospectus. The SAI, and other information about the Fund, is also
available on the SEC's website (http://www.sec.gov). The address of the SEC's
Internet site is provided solely for the information of prospective investors
and is not intended to be an active link.

     OppenheimerFunds   Distributor,   Inc.  (the  "Distributor")  acts  as  the
distributor  of Shares on a best efforts basis,  subject to various  conditions.
Shares are being offered  through the  Distributor and other brokers and dealers
that have entered into selling  agreements with the Distributor.  Shares will be
sold only to "Qualified  Investors." See "Investor  Qualifications." The minimum
initial  investment  in the  Fund  by an  investor  is  $50,000  (including  the
applicable  sales  load).   Subsequent  investments  must  be  at  least  $5,000
(including  the  applicable  sales load).  Investments of less than $500,000 are
subject  to a sales load of 2.5% and  investments  of  $500,000  or more will be
subject  to a sales  load of 1.5%,  in each case as a  percentage  of the public
offering price.  See "Purchase  Terms" in this prospectus for ways to reduce the
sales load rate that applies.  The public offering price for the Shares is equal
to the "net asset value" per Share, which is the value of the Fund's assets less
its  liabilities,  divided by the number of then issued and outstanding  Shares,
plus the  applicable  sales  load.  The full  amount of the  sales  load will be
reallowed by the  Distributor to selling brokers and dealers.  In addition,  the
Distributor (or one of its affiliates) may pay from its own resources additional
compensation  to brokers  and dealers of up to 1% of the value of Shares sold by
such  brokers  and  dealers.  Prospective  investors  should be aware that these
payments could create  incentives on the part of the brokers and dealers to more
positively  consider  the Fund  relative  to  investment  funds for which  those
parties are not  eligible for payments of this nature (or for which only smaller
payments are made).  Additional  detail regarding these payments may be obtained
directly from your financial representative.  (See "Distribution Arrangements.")

                        OppenheimerFunds Distributor, Inc.

                  INVESTMENT PROGRAM. The Fund will pursue its investment
objective by investing primarily in private investment partnerships and similar
investment vehicles ("Underlying Funds") that are managed by a select group of
alternative asset managers ("Underlying Fund Managers") that employ a wide range
of specialized investment strategies. It will allocate its assets dynamically
among a variety of alternative investment strategies that each individually
offers the potential for attractive investment returns and are expected to blend
together within the Fund's portfolio to limit the Fund's overall investment
exposure to general trends in equity, debt and other markets. The investment
programs of the Underlying Fund Managers may include both market neutral
strategies, such as long/short equity investing and various types of arbitrage
strategies, as well as directional strategies, such as event driven and
distressed investments. In allocating the Fund's assets among Underlying Fund
Managers that pursue directional strategies, the Fund's Sub-Adviser will
emphasize investment programs that it believes are most likely to achieve high
rates of return under prevailing market conditions. Many of these investment
programs involve the use of hedging and arbitrage techniques in the equity,
fixed income, currency and commodity markets. Underlying Fund Managers may
invest and trade in a wide range of instruments and markets, including, but not
limited to, U.S. and non-U.S. equities and equity-related instruments,
currencies, financial futures, and fixed income and other debt-related
instruments. In connection with their investment programs, Underlying Fund
Managers will make use of a variety of sophisticated investment techniques that
often involve, among other things, short sales of securities, the use of
leverage (i.e., borrowing money for investment purposes), and transactions in
derivative securities and other financial instruments such as stock options,
index options, futures contracts, and options on futures. In lieu of investing
in Underlying Funds, the Fund may on occasion retain a Hedge Fund Manager to
manage a designated portion of the Fund's assets in accordance with the Hedge
Fund Manager's specialized investment style, either through a separate account
or through an entity created by the Hedge Fund Manager for that purpose. The
Fund's Sub-Adviser will have primary responsibility for selecting Underlying
Fund Managers and determining the portion of the Fund's assets to be allocated
to each Hedge Fund Manager. It will consider various criteria in selecting
Underlying Fund Managers, including: the historical investment performance of
the Hedge Fund Manager; its reputation and experience; the effectiveness of its
risk management systems; its adherence to its stated investment philosophy; the
quality and stability of the Hedge Fund Manager's organization; and whether key
personnel of the Hedge Fund Manager have substantial investments in the Hedge
Fund Manager's investment program.

                  Shares are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other insured depository institution, and are not
insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board
or any other government agency.





                                TABLE OF CONTENTS

SUMMARY OF FUND EXPENSES..........................................................................................1

FINANCIAL HIGHLIGHTS..............................................................................................3

PROSPECTUS SUMMARY................................................................................................5

RISK FACTORS.....................................................................................................20

GENERAL INFORMATION..............................................................................................31

INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES....................................................................31

MANAGEMENT OF THE FUND...........................................................................................37

INVESTOR QUALIFICATIONS..........................................................................................42

REPURCHASES OF SHARES AND TRANSFERS..............................................................................43

CALCULATION OF NET ASSET VALUE...................................................................................46

DIVIDENDS, CAPITAL GAINS AND TAXES...............................................................................48

DISTRIBUTION ARRANGEMENTS........................................................................................52

TABLE OF CONTENTS OF SAI.........................................................................................55

APPENDIX A - Investor Certification.............................................................................A-1

APPENDIX B - Limited Liability Company Agreement................................................................B-1





                            SUMMARY OF FUND EXPENSES

     The following table illustrates the expenses and fees that the Fund expects
to incur and that investors can expect to bear.

Investor Transaction Expenses
     Maximum Sales Load (as a percentage of offering price)..............................................2.50% (1)
     Redemption Fee (as percentage of value of Interest repurchased).....................................1.00%
        (applies only to repurchases less than one year after date of initial investment)

Annual Expenses (as a percentage of net assets attributable to Shares)
     Management Fee......................................................................................1.20%
     Administration Fee..................................................................................0.25%(2)
     Investor Servicing Fee..............................................................................0.42%
     Interest Payments on Borrowed Funds.................................................................0.03%(3)
     Other Expenses......................................................................................0.64%((4))
     Total Annual Expenses (excluding Incentive Allocation)..............................................2.54%
     Incentive Fee (as percentage of net profits in excess of Preferred Return)..........................0.28%((5))
     Total Expenses and Incentive Allocation.............................................................2.82%

                  Examples. The following examples are based on the fees and
expenses set forth above, including the Incentive Fee. These examples should not
be considered a representation of future expenses. Actual expenses may be
greater or less than those shown, and the Fund's actual rate of return may be
greater or less than the hypothetical 5% return assumed in the examples. If the
actual rate of return exceeds 5%, or if the difference between the Fund's actual
rate of return and Preferred Return is greater than the difference assumed in
the examples below, the dollar amounts of expenses (which for purposes of the
examples are assumed to include the Incentive Fee) could be significantly higher
because of the Incentive Fee.

                  The following examples are intended to help you understand the
cost of investing in the Fund. The examples assume that you invest $1,000 in the
Fund for the time periods indicated.

                  The first example below assumes that you redeem all of your
investment at the end of those periods. The second example assumes that you keep
your investment. Both examples also assume that your investment has a 5% return
each year and that the Fund'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 as to such a $1,000 investment would be as
follows:

If Shares are repurchased:                   1 Year           3 Years          5 Years         10 Years
                                             ------           -------          -------         --------
                                              $60              $103             $158             $309

If Shares are not repurchased:               1 Year           3 Years          5 Years         10 Years
                                             ------           -------          -------         --------
                                              $50              $103             $158             $309

                  The next table assumes that you invest $50,000 in the Fund for
the time periods indicated. Based on the same assumptions as set out above, your
expenses as to such an investment would be as follows:


If Shares are repurchased:                   1 Year           3 Years          5 Years         10 Years
                                             ------           -------          -------         --------
                                             $3,019           $5,152           $7,916          $15,443

If Shares are not repurchased:               1 Year           3 Years          5 Years         10 Years
                                             ------           -------          -------         --------
                                             $2,519           $5,152           $7,916          $15,443

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

(1)    Investments of less than $500,000 are subject to a sales load of 2.5% and
       investments of $500,000 or more will be subject to a sales load of 1.5%,
       in each case as a percentage of the public offering price. The sales load
       is generally calculated by reference to value of Shares previously
       purchased and currently owned (at the current offering price) plus the
       value of Shares currently purchased. See "Distribution Arrangements."

(2)    Under the terms of an administration agreement with the Fund, the Adviser
       will provide certain administrative services to the Fund, including,
       among others, assisting in the review of investor applications, handling
       Shareholder inquiries regarding the Fund and preparing or assisting in
       the preparation of various reports, communications and regulatory filings
       of the Fund. In consideration for these services, the Fund will pay the
       Adviser a monthly fee computed at the annual rate of 0.25% of the
       aggregate value of outstanding Shares determined as of the last day of
       each calendar month (the "Administration Fee").

(3)    Effective November 28, 2005, the Fund entered into a Credit Agreement
       with The Bank of Nova Scotia which enables it to participate with certain
       other Oppenheimer funds in a committed, unsecured credit facility that
       permits borrowings of up to $75,000,000, collectively. The borrowings of
       any single fund under the credit facility are further limited to 15% of
       its net assets. Interest is charged to the Fund, based on its borrowings,
       at a rate equal to either the Federal Funds Rate plus 0.75% or LIBOR plus
       0.75%, depending on the type of borrowing. The Fund also pays a
       commitment fee equal to its pro rata share of the average unutilized
       amount of the credit facility at a rate of 0.125% per annum.

(4)    "Other Expenses" consist of transfer agent fees, custodial expenses, and
       accounting and legal expenses, among others and are based on estimated
       amounts for the current fiscal year.

(5)    The Adviser (or an affiliated company of the Adviser that it designates)
       is entitled to receive a performance-based incentive fee equal to 10% of
       the net profits (taking into account net realized and unrealized gains or
       losses and net investment income or loss), if any, in excess of the
       "Preferred Return" (described below), subject to reduction of that excess
       for prior losses that have not been previously offset against net profits
       (the "Incentive Fee"). The reduction for prior losses not previously
       offset by subsequent profits establishes what is typically referred to as
       a "high water mark". The Incentive Fee will be accrued monthly and is
       generally payable annually. No incentive fee will be accrued or payable
       for any period unless losses from prior periods have been recovered by
       the Fund. The Adviser is under no obligation to repay any Incentive Fee
       previously paid by the Fund to the Adviser. For purposes of both the
       accrual and payment of the Incentive Fee, the Preferred Return is equal
       to an annual percentage rate of 8%.

                  The purpose of the table above is to assist prospective
investors in understanding the various costs and expenses investors in the Fund
will bear directly or indirectly. For a more complete description of the various
costs and expenses of the Fund, see "Management of the Fund."

                  As to the Incentive Fees, the Fund will calculate and accrue
any liability for the Incentive Fee monthly, based on the Fund's performance.
The Fund's net asset value will be reduced or increased each month to reflect
this accrual. An increase in the Fund's net asset value will occur only as a
result of a reversal of any prior Incentive Fee accruals, if the Fund's current
year's cumulative return does not exceed the Preferred Return. No incentive fee
will be accrued or payable for any current period unless losses from prior
periods have been recovered by the Fund. If the Fund has no prior losses, but
its performance is negative, the Fund will track its high water mark or
"cumulative loss" in a memorandum account ("Loss Carryforward Memorandum
Account") on a monthly basis, and no Incentive Fee will be accrued for that
month. If the Fund has a net loss for the current calendar year and has not
recovered losses from the prior calendar year (i.e., has not regained its high
water mark), there will be no accrual of an Incentive Fee, and the Fund will add
the losses incurred by the Fund to the Loss Carryforward Memorandum Account. If
the Fund has no prior losses, and its performance is positive for the current
calendar year, the Fund will accrue an Incentive Fee only after the Fund's
performance exceeds the Preferred Return.

                  Each time Shares are repurchased in a repurchase offer, the
Fund will adjust the amount of any cumulative loss in proportion to the number
of Shares repurchased by the Fund, so that the repurchase of Shares has the
effect of reducing the amount of cumulative loss. Corresponding adjustments are
made when investors purchase Shares, so that the amount of cumulative loss is
adjusted to offset the effect of such new purchases.

                  Because of the monthly accrual of the Incentive Fee, an
investor who buys Shares will pay a price per Share equal to the Fund's net
asset value per Share adjusted to reflect accruals during the course of the
year. The Fund's net asset value will be decreased by the accruals of the
Incentive Fee during periods of net profits in excess of the Preferred Return,
while net asset value will be increased by reversals of previously accrued
Incentive Fees if the Fund's current year's cumulative return does not exceed
the Preferred Return. If the Incentive Fee accruals are reversed, as a result of
the Fund's current year's cumulative return not exceeding the Preferred Return,
investors who purchased Shares at the time an Incentive Fee was accrued will
receive a greater benefit from the reversal relative to Shareholders who held
Shares throughout the period in which the Incentive Fee was accrued.

                  The Incentive Fee presents risks that are not present in funds
without an incentive fee. The overall fees, expenses and the Incentive Fee
payable by the Fund, and indirectly borne by its investors generally will be
higher than the fees and expenses of most other registered investment companies,
but generally will be similar to those of many private investment funds and
certain other registered investment companies with investment policies similar
to those of the Fund. See "Management of the Fund--Incentive Fee."

                              FINANCIAL HIGHLIGHTS

                  The Financial Highlights Table is presented to help you
understand the Fund's financial performance since inception. The total returns
in the table represent the rate that an investor would have earned (or lost) on
an investment in the Fund during the periods indicated. The financial highlights
information has been audited by Ernst & Young LLP, the Fund's Independent
Registered Public Accounting Firm for the fiscal years 2006 and prior, whose
report, along with the Fund's financial statements, is included in the Statement
of Additional Information, which is available on request. The Board has
appointed KPMG LLP to serve as the Fund's Independent Registered Public
Accounting Firm for fiscal year 2007.





Financial Highlights

------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Year Ended March 31,                                2006          2005            2004            2003          2002(1)
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Per Share Operating Data
Net asset value, beginning of period             $100.00(10)       N/A             N/A             N/A            N/A
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Income (loss) from investment operations
Net investment loss                              (2.18)(7.8)       N/A             N/A             N/A            N/A
Net realized and unrealized gain                  12.29(7)         N/A             N/A             N/A            N/A
                                                  --------
Total income from investment operations           10.11(7)         N/A             N/A             N/A            N/A

------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Dividends and/or distributions to shareholders:
Distribution from net realized gain
Total dividends and/or distributions to           (0.53)(7)        N/A             N/A             N/A            N/A
                                                  ---------
shareholders                                      (0.53)(7)


------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Net asset value, end of period                     $109.58         N/A             N/A             N/A            N/A
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Total Return(2)                                     9.53%         2.14%          11.19%           3.15%          1.24%
Incentive Allocation(9)                            (0.31)         0.00%          (0.35)%          0.00%          0.00%
                                                                  -----          -------          -----          -----
Total Return net of incentive allocation/fee        9.22%         2.14%          10.84%           3.15%          1.24%
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Ratios/Supplemental Data(10)                                                     $67,098         $36,615        $25,808
Net Assets/Members' capital, end of period (in     $78,296       $80,895
thousands)
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Ratios to average members' capital:(3)
Net investment loss(4)                             (2.64%)       (2.25%)         (2.22)%         (2.11)%       (2.45)%(5)
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Total expenses                                      2.54%         2.31%           2.28%           2.16%         2.48%(5)
Incentive allocation/fee(9)                         0.28%         0.00%           0.25%           0.00%          0.00%
                                                                  ----            -----           ----           -----
Total expenses and incentive allocation/fee         2.82%         2.31%           2.53%           2.16%         2.48%(5)
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------
Portfolio turnover rate(6)                           38%           52%             36%             29%             0%
------------------------------------------------ ------------ -------------- ---------------- -------------- ---------------


N/A-not applicable.  See note 1 to the Financial Statements related to the
July 1, 2005 tax and capital structure conversion.
1.   For the period from January 2, 2002 (commencement of operations) to
     March 31, 2002.
2.   Assumes an investment on the last valuation day prior to the first day of
     the fiscal period, with all dividends and distributions reinvested in
     additional Shares on the reinvestment date, and redemption at the net asset
     value calculated on the last business day of the fiscal period. Sales
     charges are not reflected in total returns. Total returns are not for
     periods of less than a full year. Returns do not reflect the deduction of
     taxes that a shareholder would pay on Fund distributions or the redemption
     of Fund Shares.
3.   Ratios do not reflect the Fund's proportionate share of income and expenses
     of the Investment Funds.
4.   Excludes impact of incentive allocation/fee.
5.   Annualized for periods of less than one year.
6.   Represents the lesser of purchases or sales of investments in Investment
     Funds divided by the average fair value of Investment Funds.
7.   For the period July 1, 2005, conversion of the Fund's tax and capital
     structure, to March 31, 2006.  See Note 1 to the Financial Statements.
8.   Based on average Shares outstanding during each period.
9.   In conjunction with the Fund's tax and capital structure conversion, the
     incentive allocation was converted to an incentive fee effective July 1,
     2005.
10.  Initial net asset value as of July 1, 2005.




                               PROSPECTUS SUMMARY

                  The following is only a summary. This summary does not contain
all of the information that you should consider before investing in the Fund.
You should review the more detailed information contained in this prospectus and
in the SAI.

The Fund

     Oppenheimer  Tremont  Opportunity  Fund  LLC  (the  "Fund")  is  a  limited
liability  company.  The Fund is  registered  as a  non-diversified,  closed-end
management  investment  company  under the  Investment  Company Act of 1940,  as
amended (the "Investment Company Act").  OppenheimerFunds,  Inc. (the "Adviser")
serves  as  the  Fund's  investment   adviser.   Tremont  Partners,   Inc.  (the
"Sub-Adviser"), an affiliate of the Adviser, serves as the Fund's sub-adviser.

     The Fund's limited liability company interests have been redenominated, and
are issued  and sold,  as the  "Shares"  offered  by this  prospectus.  The Fund
previously  issued  "Interests."  Those  Interests have been reissued as Shares.
Persons who are issued Shares by the Fund,  and other persons who acquire Shares
and are  admitted  to the Fund by its Board of  Directors  (the  "Board"),  will
become "Shareholders."

Investment Objective and Principal Strategies

     The  Fund's  investment  objective  is to  seek  to  generate  consistently
absolute  returns over  various  market  cycles.  The Fund seeks to achieve this
objective  by  allocating  its assets  for  investment  among a select  group of
alternative asset managers  ("Underlying Fund Managers")  employing a wide range
of specialized  investment  strategies.  It will allocate its assets dynamically
among a variety of  alternative  investment  strategies  that each  individually
offer the potential for attractive  investment returns and are expected to blend
together  within the Fund's  portfolio  to limit the Fund's  overall  investment
exposure to general trends in equity, debt and other markets. The Sub-Adviser is
primarily responsible for selecting the Underlying Fund Managers and determining
the  portion  of the  Fund's  assets to be  allocated  to each  Underlying  Fund
Manager,  subject to the general  supervision of the Adviser and the Board.  The
Fund will implement these allocation decisions by investing primarily in private
investment  partnerships  and similar  investment  vehicles  that are managed by
Underlying Fund Managers ("Underlying Funds").

     The investment  programs of the  Underlying  Fund Managers may include both
market neutral strategies, such as long/short equity investing and various types
of arbitrage strategies, as well as directional strategies, such as event driven
and distressed  investments.  Although some  Underlying Fund Managers may pursue
strategies  that  historically  have  exhibited low  correlation  to traditional
equity  markets,   other   Underlying  Fund  Managers  may  pursue   directional
strategies.  In allocating the Fund's assets among Underlying Fund Managers that
pursue  directional  strategies,   the  Sub-Adviser  will  emphasize  investment
programs  that it believes are most likely to achieve high rates of return under
prevailing market conditions. Many of the investment programs of Underlying Fund
Managers  involve the use of hedging  and  arbitrage  techniques  in the equity,
fixed income, currency and commodity markets. These investment programs employ a
variety of sophisticated investment techniques that include, among other things,
short sales of securities, use of leverage (i.e., borrowing money for investment
purposes),  and  transactions  in  derivative  securities  and  other  financial
instruments such as stock options, index options,  futures contracts and options
on  futures.  Underlying  Fund  Managers'  use of  these  techniques  will be an
integral part of their investment  programs,  and involves  significant risks to
the Fund.

     The  investment  strategies  of the  Underlying  Fund Managers may include,
among others:  o long/short  equity;  o equity  hedging and  arbitrage;  o fixed
income  hedging  and  arbitrage;  o  currency  hedging  and  arbitrage;  o index
arbitrage; o interest rate arbitrage; o merger arbitrage; o convertible bond and
warrant hedging; o statistical long/short equity strategies;  o pairs trading; o
event driven; and o distressed issuer investing.

     These strategies are described under  "Investment  Objectives and Principal
Strategies - The Fund's Investment Program."

     Underlying  Fund Managers  will  generally  invest  primarily in marketable
securities,  although  certain  Underlying  Fund  Managers  may also  invest  in
privately placed securities and other  investments that are illiquid.  Shares in
the  Underlying  Funds  will not  themselves  be  marketable  and will only have
limited liquidity. Underlying Fund Managers may invest and trade in a wide range
of instruments and markets,  including, but not limited to, domestic and foreign
equities and equity-related  instruments,  currencies,  financial  futures,  and
fixed income and other  debt-related  instruments.  Underlying Fund Managers are
generally  not  limited as to the markets  (either by location or type,  such as
large  capitalization,  small capitalization or non-U.S.  markets) in which they
may invest or the investment  discipline  that they may employ (such as value or
growth or bottom-up or top-down analysis).

     Underlying  Funds in  which  the  Fund  will  invest  may  include  private
investment limited partnerships,  joint ventures, other investment companies and
similar entities managed by Underlying Fund Managers. In addition,  the Fund may
on occasion  retain one or more  Underlying  Fund  Managers to manage and invest
designated  portions of the Fund's assets (either as separately managed accounts
or as separate investment vehicles in which an Underlying Fund Manager serves as
general partner and the Fund is the sole limited  partner).  (Any arrangement in
which the Fund  retains  an  Underlying  Fund  Manager  to manage an  account or
investment vehicle for the Fund is referred to as a "Segregated Account.")

     The  Sub-Adviser  will  select  Underlying  Fund  Managers  on the basis of
various criteria,  generally including,  among other things: the Underlying Fund
Manager's  performance  during  various  time  periods  and market  cycles;  the
Underlying Fund Manager's reputation,  experience and training; its articulation
of, and  adherence  to,  its  investment  philosophy;  the  presence  and deemed
effectiveness of its risk management  discipline;  results of on-site interviews
of the  management  team;  the  quality and  stability  of the  Underlying  Fund
Manager's organization,  including internal and external professional staff; and
the  existence of  substantial  investments  in the  Underlying  Fund  Manager's
investment program by key personnel of the Underlying Fund Manager.

     The  Sub-Adviser  will regularly  evaluate each  Underlying Fund Manager to
determine  whether  its  investment   program  is  consistent  with  the  Fund's
investment  objective and whether its investment  performance  is  satisfactory.
Based on these  evaluations,  the  Sub-Adviser  will allocate and reallocate the
Fund's assets among Underlying Fund Managers and may terminate or add Underlying
Fund Managers.  The  termination of Underlying Fund Managers and the addition of
Underlying Fund Managers that do not manage Segregated Accounts will not require
the approval of Shareholders.

    See "Investment Objective and Principal Strategies."

     An investment in the Fund involves  substantial  risks and no assurance can
be given that the Fund will achieve its investment objective.

The Investment Adviser

     The Adviser, OppenheimerFunds,  Inc., is the Fund's investment adviser. The
Adviser has operated as an investment  adviser  since January 1960.  The Adviser
(including its  subsidiaries and controlled  affiliates)  managed more than $215
billion of assets as of June 30,  2006.  Its  clients  include  the  Oppenheimer
mutual funds with more than 6 million shareholder accounts.

     Pursuant to an investment  advisory  agreement with the Fund (the "Advisory
Agreement"),  the  Adviser  is  responsible  for  developing,  implementing  and
supervising the Fund's investment program. The Adviser is authorized, subject to
the approval of the Board and  Shareholders,  to retain one of its affiliates to
provide any or all of the investment  advisory  services required to be provided
to the Fund or for assistance in providing  these  services.  See "Management of
the Fund-General."

     In consideration of services provided by the Adviser, the Fund will pay the
Adviser a monthly  fee (the  "Management  Fee")  computed  at the annual rate of
1.20% of the aggregate value of outstanding Shares determined as of the last day
of the month  (before  any  repurchases  of Shares or the  accrual of  Incentive
Fees). See "Management of the Fund." In addition,  the Adviser (or an affiliated
company of the  Adviser  that it  designates)  is  entitled to receive an annual
performance-based incentive fee determined as a percentage of the net profits as
further described under "Management of the Fund--Incentive Fee."

The Sub-Adviser

     The  Sub-Adviser,  Tremont  Partners,  Inc., is an affiliate of the Adviser
that has been  retained by the Adviser to serve as the Fund's  sub-adviser.  The
Sub-Adviser  is  responsible  for  providing  day-to-day  investment  management
services to the Fund, subject to the supervision of the Adviser. Since 1984, the
Sub-Adviser and its affiliates have provided alternative investment solutions to
a diverse client base,  including  financial  institutions,  mutual funds, other
investment  companies and high net worth  individuals.  These  services  include
tracking and evaluating  domestic and offshore investment funds. The Sub-Adviser
and its  affiliates  were  responsible  for the allocation of over $4 billion of
client assets among alternative investment strategies,  as of June 30, 2006. The
Adviser will pay the Sub-Adviser a monthly fee equal to 50% of the amount of the
Management  Fee  earned  by the  Adviser  pursuant  to the  Advisory  Agreement,
together with the full amount of the Incentive  Fee, if any. See  "Management of
the Fund." The Sub-Adviser's retention as the Fund's sub-adviser was approved by
the Board.

Incentive Fee

     The Adviser (or an affiliated company of the Adviser that it designates) is
entitled to receive a  performance-based  incentive  fee equal to 10% of the net
profits (taking into account net realized and unrealized gains or losses and net
investment  income  or  loss),  if any,  in  excess  of the  "Preferred  Return"
(described  below),  subject to  reduction  of that excess for prior losses that
have not been previously  offset against net profits (the "Incentive  Fee"). The
reduction  for  prior  losses  not  previously  offset  by  subsequent   profits
establishes what is typically  referred to as a "high water mark". The Incentive
Fee will be accrued monthly and is generally payable annually.  No incentive fee
will be accrued or payable for any period  unless losses from prior periods have
been  recovered  by the Fund.  The Adviser is under no  obligation  to repay any
Incentive Fee previously  paid by the Fund to the Adviser.  For purposes of both
the accrual and payment of the Incentive  Fee, the Preferred  Return is equal to
an annual percentage rate of 8%.

     As to the Incentive  Fees, the Fund will calculate and accrue any liability
for the Incentive Fee monthly,  based on the Fund's performance.  The Fund's net
asset value will be reduced or increased each month to reflect this accrual.  An
increase in the Fund's net asset value will occur only as a result of a reversal
of any prior  Incentive Fee accruals,  if the Fund's current  year's  cumulative
return does not exceed the Preferred Return. No incentive fee will be accrued or
payable for any  current  period  unless  losses  from prior  periods  have been
recovered by the Fund. If the Fund has no prior losses,  but its  performance is
negative,  the Fund will  track its high water  mark or  "cumulative  loss" in a
memorandum account ("Loss Carryforward  Memorandum Account") on a monthly basis,
and no Incentive Fee will be accrued for that month.  If the Fund has a net loss
for the  current  calendar  year and has not  recovered  losses  from the  prior
calendar  year (i.e.,  has not regained  its high water mark),  there will be no
accrual of an Incentive  Fee,  and the Fund will add the losses  incurred by the
Fund to the  Loss  Carryforward  Memorandum  Account.  If the  Fund has no prior
losses,  and its performance is positive for the current calendar year, the Fund
will  accrue an  Incentive  Fee only after the Fund's  performance  exceeds  the
Preferred Return.

     Each time  Shares are  repurchased  in a  repurchase  offer,  the Fund will
adjust the amount of any  cumulative  loss in proportion to the number of Shares
repurchased  by the Fund,  so that the  repurchase  of Shares  has the effect of
reducing the amount of cumulative  loss.  Corresponding  upward  adjustments are
made when investors  purchase  Shares,  so that the amount of cumulative loss is
adjusted upward to reflect the effect of such new purchases.

     Because of the monthly  accrual of the Incentive  Fee, an investor who buys
Shares  will pay a price per Share equal to the Fund's net asset value per Share
adjusted to reflect accruals during the course of the year. The Fund's net asset
value will be decreased by the accruals of the Incentive  Fee during  periods of
net  profits in excess of the  Preferred  Return,  while net asset value will be
increased  by  reversals  of  previously  accrued  Incentive  Fees if the Fund's
current year's  cumulative  return does not exceed the Preferred  Return. If the
Incentive Fee accruals are reversed,  as a result of the Fund's  current  year's
cumulative  return not exceeding the Preferred  Return,  investors who purchased
Shares at the time an Incentive  Fee was accrued will receive a greater  benefit
from the reversal relative to Shareholders who held Shares throughout the period
in which the  Incentive Fee was accrued.  The Incentive Fee presents  risks that
are not present in funds without an incentive  fee. The overall  fees,  expenses
and the Incentive Fee payable by the Fund, and indirectly borne by its investors
generally  will be higher than the fees and  expenses  of most other  registered
investment  companies,  but  generally  will be similar to those of many private
investment  funds  and  certain  other  registered   investment  companies  with
investment  policies  similar  to  those of the  Fund.  See  "Management  of the
Fund--Incentive Fee."

Administration Fee

     Pursuant to an  Administration  Agreement between the Fund and the Adviser,
the Fund will pay the Adviser a monthly fee computed at the annual rate of 0.25%
of the aggregate  value of outstanding  Shares  determined as of the last day of
the month (before any repurchases of Shares or the accrual of Incentive Fees) in
consideration  for certain  administrative  services provided to the Fund by the
Adviser. See "Management of the Fund - Administrative Services."

Investor Servicing Fee

     The  Fund  will  pay a  fee  to  OppenheimerFunds  Distributor,  Inc.  (the
"Distributor") to reimburse it for payments made to  broker-dealers  and certain
financial  advisers that have agreed to provide  ongoing  investor  services and
account  maintenance  services to their customers that are investors in the Fund
("Investor Service  Providers").  This fee will be paid quarterly and will be in
an amount,  with respect to each Investor  Service  Provider,  not to exceed the
lesser  of:  (i)  0.50%  (on an  annualized  basis)  of the  aggregate  value of
outstanding  Shares held by investors  that receive  services  from the Investor
Service Provider,  determined as of the last day of the calendar quarter (before
any  repurchases  of  Shares  or  accrual  of  Incentive   Fees);  or  (ii)  the
Distributor's actual payments to the Investor Service Provider.  See "Management
of the Fund - Investor Servicing Arrangements."

Borrowing

     The Fund is authorized  to borrow money for  investment  purposes,  to meet
repurchase  requests and for cash management  purposes.  Borrowings by the Fund,
including any borrowings on behalf of Segregated Accounts,  will be subject to a
300% asset coverage  requirement under the Investment Company Act. Borrowings by
Underlying Funds are not subject to this requirement. Any borrowings by the Fund
for investment  purposes (a practice know as "leverage") will be made solely for
Segregated  Accounts  and involve  certain  risks.  The Fund may borrow money in
amounts up to one-third of its total assets  (including the amount borrowed) for
investment  purposes,  to  meet  repurchase  requests  and for  cash  management
purposes. The purchase of securities with borrowed funds creates leverage in the
Fund.

     Effective  November 28, 2005, the Fund entered into a Credit Agreement with
The Bank of Nova Scotia  which  enables it to  participate  with  certain  other
Oppenheimer  funds  in a  committed,  unsecured  credit  facility  that  permits
borrowings of up to $75,000,000, collectively. The borrowings of any single fund
under the credit facility are further limited to 15% of its net assets. Interest
is charged to the Fund,  based on its borrowings,  at a rate equal to either the
Federal  Funds Rate plus 0.75% or London  Interbank  Offered  Rate  (LIBOR) plus
0.75%,  depending on the type of borrowing.  The Fund also pays a commitment fee
equal to its pro rata  share of the  average  unutilized  amount  of the  credit
facility at a rate of 0.125% per annum.

     See "Risk  Factors - Leverage;  Borrowing"  and  "Investment  Objective and
Principal Strategies - Borrowing; Use of Leverage."

Investor Qualifications

     Shares are being  offered only to investors  that  represent  that they are
individuals or companies (other than investment companies) that have a net worth
(or in the case of  individuals,  a joint net worth with  their  spouse) of more
than  $1,500,000,  persons  who have  immediately  after the time of purchase at
least $750,000 under the Adviser's or its affiliates' management,  including any
amount  invested  in the Fund,  or that they meet  certain  other  qualification
requirements ("Qualified Investors"). In addition, Shares are being offered only
to investors that are U.S. persons for Federal income tax purposes.

     Before  an  investor  may  invest  in  the  Fund,  the  Distributor  or the
investor's financial adviser will require a certification from the investor that
it is a Qualified  Investor and that it will not  transfer its Shares  except in
the  limited  circumstances  permitted  under  the LLC  Agreement.  (The form of
investor  certification that each investor will be asked to sign is contained in
Appendix A of this  prospectus.) If an investor's  certification is not received
on or before the date Shares are to be issued,  the investor's order will not be
accepted. See "Investor Qualifications."

Investor Suitability An investment in the Fund involves substantial risks.

     It is  possible  that an investor  may lose some or all of its  investment.
Before  making an  investment  decision,  an investor  should (i)  consider  the
suitability of this  investment  with respect to its  investment  objectives and
personal  situation  and (ii)  consider  factors such as its personal net worth,
income, age, risk tolerance and liquidity needs.

The Offering

     Shares are offered and may be purchased on a monthly basis or at such other
times as may be determined by the Board.

     The  minimum  initial  investment  in the Fund by an  investor  is  $50,000
(including the applicable sales load).  Subsequent  investments must be at least
$5,000 (including the applicable sales load).  Investments of less than $500,000
are subject to a sales load of 2.5% and  investments of $500,000 or more will be
subject to a sales load of 1.5%,  in each case  computed as a percentage  of the
public offering price.

     Under a Right of  Accumulation,  in determining  the  applicable  load, the
amount  of each  additional  investment  in the  Fund by a  Shareholder  will be
aggregated with the amount of the Shareholder's initial investment and any other
additional  investments  in the Fund (net of the value of all Shares held by the
Shareholder  repurchased by the Fund).  However, for purposes of determining the
sales  load  for  your  investments  in the  Fund,  the  right  of  accumulation
privileges   do  not  apply  to   investments   in  other   funds   managed   by
OppenheimerFunds,  Inc. or its affiliates.  The Fund no longer honors Letters of
Intent.

     The full  amount of the  sales  load is  reallowed  by the  Distributor  to
selling  brokers  and  dealers.  In  addition,  the  Distributor  (or one of its
affiliates)  may pay from its own resources  additional  compensation to brokers
and dealers of up to 1% of the value of Shares sold by such brokers and dealers.
The  Adviser  in its  discretion  and from  its own  assets  may pay to  certain
broker-dealers  and certain  financial  advisers in respect of their  customers'
investments  in the  Fund  an  additional  amount  not to  exceed  0.50%  (on an
annualized  basis) of the  aggregate  value of  outstanding  Shares held by such
customers.  Prospective  investors  should be aware  that these  payments  could
create  incentives  on the part of the brokers  and  dealers to more  positively
consider the Fund relative to  investment  funds for which those parties are not
eligible  for  payments of this nature (or for which only  smaller  payments are
made).  Additional detail regarding these payments may be obtained directly from
your financial representative.

     Unlisted  Closed-End  Structure;   The  Fund  is  a  closed-end  management
investment company.  Closed-end Limited Liquidity and funds differ from open-end
management investment companies Transfer Restrictions  (commonly known as mutual
funds) in that investors in a closed-end fund, such as the Fund, do not have the
right to redeem their Shares on a daily basis.

     In addition,  there is no public  market for Shares and none is expected to
develop.  With very limited  exceptions,  the Shares are not  transferable,  and
liquidity will be provided only through repurchase offers made from time to time
by the Fund, as described below. If an investor  attempts to transfer its Shares
in violation of the LLC  Agreement,  the transfer will not be permitted and will
be void. An investment in the Fund is therefore  suitable only for investors who
can bear the risks associated with the limited liquidity of Shares and should be
viewed as a long-term investment.

     Shares  generally may be held only through the  Distributor  or a broker or
dealer that has entered into a selling agreement with the Distributor.

     No Shareholder will have the right to require the Fund to redeem the Shares
such  Shareholder  owns.  The Fund  from  time to time may  offer to  repurchase
outstanding  Shares  pursuant to written tenders from  Shareholders.  Repurchase
offers will be made at such times and on such terms  (including as to the number
of Shares) as may be determined by the Board in its sole discretion,  subject to
certain  regulatory  requirements  imposed by SEC rules,  and generally  will be
offers to repurchase a specified dollar amount of outstanding  Shares.  The Fund
intends to offer to repurchase Shares four times a year, as of the last business
day of March,  June,  September and December,  but may, in its sole  discretion,
decide not to do so. A redemption  fee equal to 1.00% of the value of the Shares
repurchased  by the Fund will apply if the date as of which the Shares are to be
valued for purposes of repurchase is less than one year  following the date of a
Shareholder's initial investment in the Fund. If applicable,  the redemption fee
will be deducted  before  payment of the  proceeds of a  repurchase.  If certain
notice  requirements  are met,  the Fund will be  dissolved if the Shares of any
Shareholder  that has submitted a written  request for repurchase of its Shares,
has not been  repurchased  by the Fund  within a period of two  years  after the
Shareholder's request.

     If a repurchase  offer is  oversubscribed  by Shareholders who tender their
Shares,  the Fund will repurchase only a pro rata portion of the Shares tendered
by each Shareholder.  In addition, a Shareholder who tenders for repurchase only
a portion  of the Shares  such  investor  owns will be  required  to  maintain a
minimum account  balance of $50,000,  as of the date that the Fund values Shares
for repurchase.

     The Fund  reserves  the right to reduce that  portion of the  Shareholder's
investment  to be purchased  from a  Shareholder  to maintain the  Shareholder's
account balance at $50,000 if a Shareholder tenders a portion of the Shares such
investor owns and the  repurchase of that portion would cause the  Shareholder's
account balance to fall below this required minimum.  The Fund may redeem all or
part  of a  Shareholder's  investment  if,  among  other  reasons,  the  Adviser
determines  that it  would be in the best  interests  of the Fund to do so.  See
"Repurchases  of  Shares  and  Transfers  -  No  Right  of  Redemption"  and  "-
Repurchases of Shares."

Taxation

     Prior to July 1, 2005,  the Fund was treated as a  partnership  for Federal
income  tax  purposes.  As of that  date,  the  Fund  elected  to be  taxed as a
corporation  and intends to qualify as a "regulated  investment  company"  under
Subchapter M of the Internal  Revenue Code (the "Tax  Conversion"),  so that the
Fund is no longer  treated as a  partnership  for  Federal  tax  purposes.  As a
regulated  investment company under Subchapter M of the Internal Revenue Code of
1986, as amended, (the "Code"), each year that the Fund qualifies as a regulated
investment company and distributes to its Shareholders generally at least 90% of
its  "investment  company  taxable  income" (as defined in the Code, but without
regard to the dividends paid deduction),  it will pay no U.S. federal income tax
on the earnings or capital gains it  distributes.  This avoids a "double tax" on
that income and net capital gains since holders of Shares normally will be taxed
on the  dividends and net capital gains they receive from the Fund (unless their
Shares are held in a retirement  account that permits tax deferral or the holder
is  otherwise  exempt  from  tax).  Tax-exempt  U.S.  investors  will not  incur
unrelated  business  taxable  income with respect to an  investment in Shares if
they do not borrow to make the investment. Certain requirements under Subchapter
M and  additional  information  regarding  the  Fund's  new  tax  treatment  are
described below in this  prospectus.  See "Taxes" and "General  Information." No
material changes in the investment program or day-to-day  management of the Fund
are contemplated in connection with the new tax treatment.

     As a result of the Tax Conversion, the Fund's tax reporting to shareholders
will now be made on IRS Form 1099 instead of Schedule K-1. For the calendar year
ending December 31, 2005, you may receive reports from the Fund on both Schedule
K-1 and Form 1099,  depending  on when you are or were an  investor in the Fund.
See "Taxes."

ERISA Plans and Other Tax-Exempt Entities

     Because the Fund and Underlying Funds may use leverage,  investors  subject
to the Employee  Retirement  Income Security Act of 1974, as amended  ("ERISA"),
and other  tax-exempt  investors who were investors in the Fund prior to the Tax
Conversion may incur income tax liability to the extent the Fund's  transactions
are treated as giving rise to unrelated business taxable income.  After the Fund
elects  to be taxed as a  corporation  and to seek to  qualify  as a  "regulated
investment  company" under Subchapter M of the Internal Revenue Code of 1986, as
amended,  tax-exempt U.S.  investors will not incur unrelated  business  taxable
income as a result of a leveraged  investment by the Fund or an Underlying Fund.
If,  however,  a tax-exempt  investor  finances its  investment in the Fund with
debt,  the dividend  income paid by the Fund and  generally any gain realized on
the sale of Fund Shares would give rise to unrelated  business taxable income to
such tax-exempt investor. See "Taxes."

Risks and Special Considerations

     An  investment  in  the  Fund  involves   substantial   risks  and  special
considerations, including the following:

     o Investing in the Fund can result in a loss of capital invested.

     o Various risks are associated with the securities and other instruments in
which  Underlying  Fund  Managers  may  invest  and the  specialized  investment
techniques they may use.

     o Certain  Underlying  Funds in which the Fund  invests  have limited or no
operating histories.

     o Shares are  subject to  substantial  restrictions  on  transfer  and have
limited liquidity.

     o The Fund is a non-diversified fund for purposes of the Investment Company
Act, as amended,  and invests in Underlying  Funds that may not have diversified
investment portfolios and may, in some cases, concentrate their investments in a
single industry or group of related industries.  (After the Tax Conversion,  the
Fund is, however, subject to certain asset diversification requirements relating
to its tax status,  which, under the Code, must be satisfied on a "look through"
basis with respect to the Fund's  investments in Underlying Funds, such that the
ultimate  holdings of those  Underlying  Funds are  considered  in measuring the
Fund's diversification for this purpose).

     o The Fund invests in  Underlying  Funds or  Segregated  Accounts that will
charge the Fund  asset-based fees and typically will also be entitled to receive
performance-based  fees  or  allocations.  These  are in  addition  to the  fees
(including the Incentive Fee) imposed by the Fund.

     o  Performance-based  fees or  allocations,  as the case may be, may create
incentives  for the  Sub-Adviser  or an  Underlying  Fund  Manager to make risky
investments.

     o  The  Fund  may  be  subject  to  performance-based  allocations  by  the
Underlying  Fund  Managers in which the Fund invests even if the Fund's  overall
returns are negative.

     o Investors will bear fees, expenses and performance-based fees at the Fund
level and also fees, expenses and  performance-based  fees or allocations at the
Underlying Fund or Segregated Account level.

     o The fees and  performance-based  allocations or fees, as the case may be,
payable by the Fund are higher  than those of most other  registered  investment
companies.

     o The Adviser,  the Sub-Adviser and Underlying Fund Managers have conflicts
of interest.  Underlying  Fund  Managers may, in pursuing  independently  of one
another their respective investment objectives,  effect offsetting transactions,
which could result in the Fund bearing transactional costs without obtaining any
benefit.

     o Underlying Funds generally will not be registered as investment companies
under the Investment Company Act.

     o The  Sub-Adviser may have little or no means of  independently  verifying
information provided by Underlying Fund Managers.

     o The Fund may make additional  investments in or effect  withdrawals  from
Underlying Funds only at certain times.

     o The Fund may receive  securities  that are illiquid or difficult to value
in connection with withdrawals and distributions from Underlying Funds.

     o Satisfaction of the various tests that must be met to maintain the Fund's
tax  status  as a  regulated  investment  company  under  Subchapter  M  require
significant  support from the  Underlying  Funds in which the Fund  invests.  In
addition,  as a related  matter,  the Fund is  required  each  December  to make
certain "excise tax" calculations based on income and gain information that must
be obtained  from the  Underlying  Funds.  The risks of not  receiving  accurate
information   from  the  Underlying  Funds  are  incurring  the  excise  tax  on
undistributed  income or having to  report a return  of  capital  if the  Fund's
distribution exceeds its tax basis income and net gains.

     In view  of the  risks  noted  above,  the  Fund  should  be  considered  a
speculative  investment and investors should invest in the Fund only if they can
sustain a complete loss of their investment.

     No guarantee or representation  is made that the investment  program of the
Fund or any  Underlying  Fund  Manager  will be  successful,  that  the  various
Underlying Fund Managers selected will produce positive returns or that the Fund
will achieve its investment objective.

     See "Risk Factors."




                                  RISK FACTORS

                  An investment in the Fund involves substantial risks,
including the risk that the entire amount invested may be lost. The Fund
allocates its assets to Underlying Fund Managers and invests in Underlying Funds
that invest in and actively trade securities and other financial instruments
using a variety of strategies and investment techniques that may involve
significant risks. Various risks are also associated with an investment in the
Fund, including risks relating to the multi-manager structure of the Fund, risks
relating to compensation arrangements and risks relating to the limited
liquidity of Shares.

                  Prospective investors should consider the following factors in
determining whether an investment in the Fund is a suitable investment. However,
the risks enumerated below should not be viewed as encompassing all of the risks
associated with an investment in the Fund. Prospective investors should read
this entire prospectus and the SAI and consult with their own advisers before
deciding whether to invest. In addition, as the Fund's investment program
develops and changes over time (subject to limitations established by the Fund's
investment policies and restrictions), an investment in the Fund may in the
future be subject to additional and different risk factors.

INVESTMENT-RELATED RISKS

                  General Economic and Market Conditions. The success of the
Fund's investment program may be affected by general economic and market
conditions, such as interest rates, availability of credit, inflation rates,
economic uncertainty, changes in laws, and national and international political
circumstances. These factors may affect the level and volatility of securities
prices and the liquidity of investments held by Underlying Funds and Segregated
Accounts. Unexpected volatility or illiquidity could impair the Fund's
profitability or result in losses.

                  Highly Volatile Markets. The prices of commodities contracts
and all derivative instruments, including futures and options, can be highly
volatile. Price movements of forward, futures and other derivative contracts in
which an Underlying Fund's or Segregated Account's assets may be invested are
influenced by, among other things, interest rates, changing supply and demand
relationships, trade, fiscal, monetary and exchange control programs and
policies of governments, and national and international political and economic
events and policies. In addition, governments from time to time intervene,
directly and by regulation, in certain markets, particularly those in
currencies, financial instruments, futures and options. Such intervention often
is intended directly to influence prices and may, together with other factors,
cause all of such markets to move rapidly in the same direction because of,
among other things, interest rate fluctuations. Underlying Funds and Segregated
Accounts are also subject to the risk of the failure of any exchanges on which
their positions trade or of the clearinghouses for those exchanges.

                  Risks of Securities Activities. All securities investing and
trading activities involve the risk of loss of capital. While the Sub-Adviser
will attempt to moderate these risks, there can be no assurance that the Fund's
investment activities will be successful or that Shareholders will not suffer
losses. The following discussion sets forth some of the more significant risks
associated with the Underlying Fund Managers' styles of investing:

                  Equity Securities. Underlying Fund Managers' investment
portfolios may include long and short positions in common stocks, preferred
stocks and convertible securities of U.S. and non-U.S. issuers. Underlying Fund
Managers also may invest in depository receipts relating to non-U.S. securities.
Equity securities fluctuate in value, often based on factors unrelated to the
value of the issuer of the securities, and such fluctuations can be pronounced.

                  Fixed-Income Securities. The value of fixed-income securities
in which Underlying Funds and Segregated Accounts invest will change in response
to fluctuations in interest rates. In addition, the value of certain
fixed-income securities can fluctuate in response to perceptions of credit
worthiness, political stability or soundness of economic policies. Valuations of
other fixed-income instruments, such as mortgage-backed securities, may
fluctuate in response to changes in the economic environment that may affect
future cash flows.

                  Non-U.S. Investments. It is expected that Underlying Funds and
Segregated Accounts will invest in securities of non-U.S. companies and
countries. Investing in these securities involves certain considerations not
usually associated with investing in securities of U.S. companies or the U.S.
government, including political and economic considerations, such as greater
risks of expropriation and nationalization, confiscatory taxation, the potential
difficulty of repatriating funds, general social, political and economic
instability and adverse diplomatic developments; the possibility of imposition
of withholding or other taxes on dividends, interest, capital gain or other
income; the small size of the securities markets in such countries and the low
volume of trading, resulting in potential lack of liquidity and in price
volatility; fluctuations in the rate of exchange between currencies and costs
associated with currency conversion; and certain government policies that may
restrict an Underlying Fund Manager's investment opportunities. In addition,
accounting and financial reporting standards that prevail in foreign countries
generally are not equivalent to United States standards and, consequently, less
information is available to investors in companies located in such countries
than is available to investors in companies located in the United States.
Moreover, an issuer of securities may be domiciled in a country other than the
country in whose currency the instrument is denominated. The values and relative
yields of investments in the securities markets of different countries, and
their associated risks, are expected to change independently of each other.
There is also less regulation, generally, of the securities markets in foreign
countries than there is in the United States. In addition, unfavorable changes
in foreign currency exchange rate may adversely affect the U.S. dollar values of
securities denominated in foreign currencies or traded in non-U.S. markets.
Underlying Fund Managers may, but are generally not required to hedge against
such risk, and there is no assurance that any attempted hedge will be
successful.

                  Securities of issuers in emerging and developing markets
present risks not found in securities of issuers in more mature markets.
Securities of issuers in emerging and developing markets may be more difficult
to sell at acceptable prices and their prices may be more volatile than
securities of issuers in more developed markets. Settlements of securities
trades in emerging and developing markets may be subject to greater delays than
in other markets so that the Fund might not receive the proceeds of a sale of a
security on a timely basis. Emerging markets generally have less developed
trading markets and exchanges, and legal and accounting systems. Investments in
issuers in emerging and developing markets may be subject to greater risks of
government restrictions with respect to withdrawing the proceeds from sales of
such investments. Economies of developing countries may be more dependent on
relatively few industries that may be highly vulnerable to local and global
changes. Governments of developing countries may be more unstable and present
greater risks of nationalization or restrictions on foreign ownership of stocks
of local companies.

                  The Fund from time to time, may invest in non-U.S. Hedge Funds
which have similar risks (as described above) to investing in securities of
non-U.S. companies and countries.

                  Illiquid Portfolio Investments. Underlying Funds and
Segregated Accounts may invest in securities that are subject to legal or other
restrictions on transfer or for which no liquid market exists. The market
prices, if any, for such securities tend to be volatile and a Hedge Fund or
Segregated Account may not be able to sell them when it desires to do so or to
realize what it perceives to be their fair value in the event of a sale. The
sale of restricted and illiquid securities often requires more time and results
in higher brokerage charges or dealer discounts and other selling expenses than
does the sale of securities eligible for trading on national securities
exchanges or in the over-the-counter markets. Restricted securities may sell at
prices that are lower than similar securities that are not subject to
restrictions on resale.

SPECIAL INVESTMENT INSTRUMENTS AND TECHNIQUES

                  The Underlying Fund Managers may utilize a variety of special
investment instruments and techniques to hedge the portfolios of the Underlying
Funds against various risks (such as changes in interest rates or other factors
that affect security values) or for non-hedging purposes to pursue an Underlying
Fund's or Segregated Account's investment objective. These strategies may be
executed through derivative transactions. Certain of the special investment
instruments and techniques that the Underlying Fund Managers may use are
speculative and involve a high degree of risk, particularly in the context of
non-hedging transactions.

                  Derivatives. Derivatives are securities and other instruments
the value or return of which is based on the performance of an underlying asset,
index, interest rate or other investment. Derivatives may be volatile and
involve various risks, depending upon the derivative and its function in a
portfolio. Special risks may apply to instruments that are invested in by
Underlying Funds or Segregated Accounts in the future that cannot be determined
at this time or until such instruments are developed or invested in by
Underlying Funds or Segregated Accounts. Certain swaps, options and other
derivative instruments may be subject to various types of risks, including
market risk, liquidity risk, the risk of non-performance by the counterparty,
including risks relating to the financial soundness and creditworthiness of the
counterparty, legal risk and operations risk.

                  Call and Put Options. There are risks associated with the sale
and purchase of call and put options. The seller (writer) of a call option which
is covered (e.g., the writer holds the underlying security) assumes the risk of
a decline in the market price of the underlying security below the purchase
price of the underlying security less the premium received, and gives up the
opportunity for gain on the underlying security above the exercise price of the
option. The seller of an uncovered call option assumes the risk of a
theoretically unlimited increase in the market price of the underlying security
above the exercise price of the option. The securities necessary to satisfy the
exercise of the call option may be unavailable for purchase except at much
higher prices. Purchasing securities to satisfy the exercise of the call option
can itself cause the price of the securities to rise further, sometimes by a
significant amount, thereby exacerbating the loss. The buyer of a call option
assumes the risk of losing its entire premium invested in the call option. The
seller (writer) of a put option which is covered (e.g., the writer has a short
position in the underlying security) assumes the risk of an increase in the
market price of the underlying security above the sales price (in establishing
the short position) of the underlying security plus the premium received, and
gives up the opportunity for gain on the underlying security below the exercise
price of the option. The seller of an uncovered put option assumes the risk of a
decline in the market price of the underlying security below the exercise price
of the option. The buyer of a put option assumes the risk of losing his entire
premium invested in the put option.

                  Hedging Transactions. The Underlying Fund Managers may utilize
a variety of financial instruments, such as derivatives, options, interest rate
swaps, caps and floors, futures and forward contracts to seek to hedge against
declines in the values of their portfolio positions as a result of changes in
currency exchange rates, certain changes in the equity markets and market
interest rates and other events. Hedging transactions may also limit the
opportunity for gain if the value of the hedged portfolio positions should
increase. It may not be possible for the Underlying Fund Managers to hedge
against a change or event at a price sufficient to protect an Underlying Fund's
or Segregated Account's assets from the decline in value of the portfolio
positions anticipated as a result of such change. In addition, it may not be
possible to hedge against certain changes or events at all. While an Underlying
Fund Manager may enter into such transactions to seek to reduce currency
exchange rate and interest rate risks, or the risks of a decline in the equity
markets generally or one or more sectors of the equity markets in particular, or
the risks posed by the occurrence of certain other events, unanticipated changes
in currency or interest rates or increases or smaller than expected decreases in
the equity markets or sectors being hedged or the non-occurrence of other events
being hedged against may result in a poorer overall performance for the Fund
than if the Underlying Fund Manager had not engaged in any such hedging
transaction. In addition, the degree of correlation between price movements of
the instruments used in a hedging strategy and price movements in the portfolio
position being hedged may vary. Moreover, for a variety of reasons, the
Underlying Fund Managers may not seek to establish a perfect correlation between
such hedging instruments and the portfolio holdings being hedged. Such imperfect
correlation may prevent the Underlying Fund Managers from achieving the intended
hedge or expose the Fund to additional risk of loss.

                  Counterparty Credit Risk. Many of the markets in which the
Underlying Funds or Segregated Accounts effect their transactions are
"over-the-counter" or "inter-dealer" markets. The participants in these markets
are typically not subject to credit evaluation and regulatory oversight as are
Shareholders of "exchange based" markets. To the extent an Underlying Fund or
Segregated Account invests in swaps, derivative or synthetic instruments, or
other over-the-counter transactions, on these markets, it is assuming a credit
risk with regard to parties with whom it trades and may also bear the risk of
settlement default. These risks may differ materially from those associated with
transactions effected on an exchange, which generally are backed by clearing
organization guarantees, daily marking-to-market and settlement, and segregation
and minimum capital requirements applicable to intermediaries. Transactions
entered into directly between two counterparties generally do not benefit from
such protections. This exposes an Underlying Fund or Segregated Account to the
risk that a counterparty will not settle a transaction in accordance with its
terms and conditions because of a dispute over the terms of the contract
(whether or not bona fide) or because of a credit or liquidity problem, thus
causing the Underlying Fund or Segregated Account to suffer a loss. Such
counterparty risk is accentuated in the case of contracts with longer maturities
where events may intervene to prevent settlement, or where an Underlying Fund or
Segregated Account has concentrated its transactions with a single or small
group of counterparties. Underlying Funds and Segregated Accounts are not
restricted from dealing with any particular counterparty or from concentrating
any or all of their transactions with one counterparty. However, the
Sub-Adviser, with the intent to diversify, intends to monitor counterparty
credit exposure of Underlying Funds and Segregated Accounts. The ability of
Underlying Funds and Segregated Accounts to transact business with any one or
number of counterparties, the lack of any independent evaluation of such
counterparties' financial capabilities and the absence of a regulated market to
facilitate settlement may increase the potential for losses by the Fund.

                  Leverage; Interest Rates; Margin. The Fund is authorized to
borrow money for investment purposes, to meet repurchase requests and for cash
management purposes. Underlying Funds generally are also permitted to borrow
money. The Fund, Underlying Funds and Segregated Accounts may directly or
indirectly borrow funds from brokerage firms and banks. Borrowing for investment
purposes is known as "leverage." Underlying Funds and Segregated Accounts may
also "leverage" by using options, swaps, forwards and other derivative
instruments. Although leverage presents opportunities for increasing total
investment return, it has the effect of potentially increasing losses as well.
Any event that adversely affects the value of an investment, either directly or
indirectly, by an Underlying Fund or Segregated Account could be magnified to
the extent that leverage is employed. The cumulative effect of the use of
leverage, directly or indirectly, in a market that moves adversely to the
investments of the entity employing the leverage could result in a loss that
would be greater than if leverage were not employed. In addition, to the extent
that the Fund, Underlying Fund Managers or Underlying Funds borrow funds, the
rates at which they can borrow may affect the operating results of the Fund.

                  In general, the anticipated use of short-term margin
borrowings by Underlying Funds and Segregated Accounts results in certain
additional risks. For example, should the securities that are pledged to brokers
to secure margin accounts decline in value, or should brokers from which the
Underlying Funds have borrowed increase their maintenance margin requirements
(i.e., reduce the percentage of a position that can be financed), then the
Underlying Funds or Segregated Accounts could be subject to a "margin call,"
pursuant to which they must either deposit additional funds with the broker or
suffer mandatory liquidation of the pledged securities to compensate for the
decline in value. In the event of a precipitous drop in the value of the assets
of an Underlying Fund or Segregated Account, it might not be able to liquidate
assets quickly enough to pay off the margin debt and might suffer mandatory
liquidation of positions in a declining market at relatively low prices, thereby
incurring substantial losses. For these reasons, the use of borrowings for
investment purposes is considered a speculative investment practice.

                  Short Selling. The Underlying Fund Managers may engage in
short selling. Short selling involves selling securities that are not owned and
borrowing the same securities for delivery to the purchaser, with an obligation
to replace the borrowed securities at a later date. Short selling allows an
investor to profit from declines in market prices to the extent such declines
exceed the transaction costs and the costs of borrowing the securities. A short
sale creates the risk of an unlimited loss, as the price of the underlying
security could theoretically increase without limit, thus increasing the cost of
buying those securities to cover the short position. There can be no assurance
that the securities necessary to cover a short position will be available for
purchase. Purchasing securities to close out the short position can itself cause
the price of the securities to rise further, thereby exacerbating the loss. For
these reasons, short selling is considered a speculative investment practice.

                  Underlying Funds and Segregated Accounts may also effect short
sales "against the box." These transactions involve selling short securities
that are owned (or that an Underlying Fund or Segregated Account has the right
to obtain). When an Underlying Fund or Segregated Account enters into a short
sale against the box, it will set aside securities equivalent in kind and amount
to the securities sold short (or securities convertible or exchangeable into
such securities) and will hold such securities while the short sale is
outstanding. Underlying Funds and Segregated Accounts will incur transaction
costs, including interest expenses, in connection with opening, maintaining and
closing short sales against the box.

GENERAL RISKS

                  Lack of Operating History. Certain Underlying Funds may be
newly formed entities that have no operating histories. In such cases, the
Sub-Adviser will have evaluated the past investment performance of Underlying
Fund Managers or their personnel. However, this past investment performance may
not be indicative of the future results of an investment in an Underlying Fund
managed by an Underlying Fund Manager. Although the Sub-Adviser, its affiliates
and their personnel have considerable experience evaluating the performance of
alternative asset managers and providing manager selection and asset allocation
services to clients, the Fund's investment program should be evaluated on the
basis that there can be no assurance that the Sub-Adviser's assessments of
Underlying Fund Managers, and in turn their assessments of the short-term or
long-term prospects of investments, will prove accurate. Thus, the Fund may not
achieve its investment objective and the Fund's net asset value may decrease.

                  Non-Diversified Status. The Fund is a "non-diversified"
investment company for purposes of the Investment Company Act of 1940, as
amended (the "Investment Company Act"). Thus, there are no percentage
limitations imposed by the Investment Company Act on the percentage of the
Fund's assets that may be invested in the securities of any one issuer. Also,
there are no requirements under that Investment Company Act that the investments
of Underlying Funds be diversified. The portfolio of the Fund may therefore be
subject to greater risk than the portfolio of a similar fund that diversifies
its investments. (For periods after the Tax Conversion, the Fund is, however,
subject to certain asset diversification requirements relating to its tax
status, which must be satisfied on a "look through" basis with respect to the
Fund's investments in Underlying Funds, such that the ultimate holdings of those
Underlying Funds are considered in measuring the Fund's diversification for this
purpose). To address risks relating to concentration, not more than 10% of the
Fund's net assets will be allocated to any one Underlying Fund Manager.

                  In addition, although the Fund will not invest 25% or more of
the value of its total assets in the securities (other than U.S. Government
securities) of issuers engaged in a single industry or group of related
industries, Underlying Funds generally are not subject to similar industry
concentration restrictions on their investments and, in some cases, may invest
25% or more of the value of their total assets in a single industry or group of
related industries. The Fund will not invest in an Underlying Fund if, as a
result of such investment, 25% or more of the value of the Fund's total assets
will be invested in Underlying Funds that, in the aggregate, have investment
programs that focus on investing in any single industry or group of related
industries. Nevertheless, it is possible that, at any given time, the assets of
Underlying Funds in which the Fund has invested will, in the aggregate, have
investments in a single industry or group of related industries constituting 25%
or more of the value of their combined total assets. The Fund does not believe
that this situation is likely to occur given the nature of its investment
program. However, because these circumstances may arise, the Fund is subject to
greater investment risk to the extent that a significant portion of its assets
may at some times be invested, indirectly through Underlying Funds in which it
invests, in the securities of issuers engaged in similar businesses that are
likely to be affected by the same market conditions and other industry-specific
risk factors. Underlying Funds are not generally required to provide current
information regarding their investments to their investors (including the Fund).
Thus, the Fund and the Sub-Adviser may not be able to determine at any given
time whether or the extent to which Underlying Funds, in the aggregate, have
invested 25% or more of their combined assets in any particular industry or
group of related industries.

                  Incentive Compensation. Each Underlying Fund Manager generally
will be entitled to receive performance-based fees or allocations, expected to
range from 15% to 25% of net profits, with respect to the Underlying Fund that
it manages. Performance-based fees or allocations may create an incentive for
Underlying Fund Managers to make investments that are riskier or more
speculative than those that might have been made in the absence of such
arrangements. In addition, because the performance-based fees or allocations are
generally calculated on a basis that includes realized and unrealized
appreciation, these allocations may be greater than if they were based solely on
realized gains.

                  In addition, the Adviser (or an affiliate that it designates)
will generally be entitled to receive a performance-based Incentive Fee as
described below under "Management of the Fund - Incentive Fee." This special
compensation may create an incentive for the Sub-Adviser to make investment
decisions on behalf of the Fund that are riskier or more speculative than would
be the case in the absence of the Incentive Fee. In addition, because the
Incentive Fee is calculated on a basis that includes unrealized appreciation of
the Fund's assets, the Incentive Fee may be greater than if it were based solely
on realized gains.

                  Limited Liquidity; In-Kind Distributions. An investment in the
Fund provides limited liquidity since Shares may be held only through the
Distributor or a broker or dealer that has entered into a selling agreement with
the Distributor, and Shareholders will not be able to redeem Shares on a daily
basis because the Fund is a closed-end fund. In addition, with very limited
exceptions, Shares are not transferable, and liquidity will be provided only
through repurchase offers made from time to time by the Fund. An investment in
the Fund is therefore suitable only for investors who can bear the risks
associated with the limited liquidity of Shares and should be viewed as a
long-term investment.

                  Payment for repurchased Shares may require the Fund to
liquidate portfolio holdings earlier than the Sub-Adviser would otherwise
liquidate these holdings, potentially resulting in losses, and may increase the
Fund's portfolio turnover. The Adviser and the Sub-Adviser intend to take
measures (subject to such policies as may be established by the Board) to
attempt to avoid or minimize potential losses and turnover resulting from the
repurchase of Shares.

                  If a Shareholder tenders its Shares in connection with a
repurchase offer made by the Fund, that tender may not be rescinded by the
Shareholder after the date on which the repurchase offer terminates. However,
the value of the Shares that are tendered by Shareholders generally will not be
determined until a date approximately one month later and will be based on the
value of the Fund's assets as of such later date. A Shareholder will thus
continue to bear investment risk after a Share is tendered for repurchase and
until the date as of which the Shares are valued for purposes of repurchase. In
addition, a redemption fee equal to 1.00% of the value of the Shares repurchased
by the Fund will apply if the date as of which the Shares are to be valued for
purposes of repurchase is less than one year following the date of a
Shareholder's initial investment in the Fund.

                  The Fund expects to distribute cash to the holders of Shares
that are repurchased. However, there can be no assurance that the Fund will have
sufficient cash to pay for Shares that are being repurchased or that it will be
able to liquidate investments at favorable prices to pay for repurchased Shares.
Although the Fund does not generally intend to make distributions in-kind, under
the foregoing circumstances, and in other unusual circumstances where the Board
determines that making a cash payment would result in a material adverse effect
on the Fund or on Shareholders not tendering Shares for repurchase, Shareholders
may receive in-kind distributions of investments from the Fund's portfolio
(valued in accordance with the Fund's valuation policies) in connection with the
repurchase of Shares by the Fund. In addition, a distribution may be made partly
in cash and partly in-kind. An in-kind distribution may consist of securities
that are not readily marketable and may be subject to restrictions on resale.
Shareholders receiving an in-kind distribution will incur costs, including
commissions, in disposing of securities that they receive, and in the case of
securities that are not readily marketable, Shareholders may not be able to sell
the securities except at prices that are lower than those at which the
securities were valued by the Fund or without substantial delay. Any such
distributions will be made on the same basis to all Shareholders in connection
with any particular repurchase offer due to the requirements under federal
securities law. For these various reasons, an investment in the Shares is
suitable only for sophisticated investors. See "Repurchases of Shares and
Transfers."

                  Conflicts of Interest. The Adviser, the Sub-Adviser and their
affiliates, as well as many of the Underlying Fund Managers and their respective
affiliates, provide investment advisory and other services to clients other than
the Fund and Underlying Funds. In addition, investment professionals associated
with the Adviser, the Sub-Adviser or Underlying Fund Managers may carry on
investment activities for their own accounts and the accounts of family Members
(collectively with other accounts managed by the Adviser, the Sub-Adviser and
their affiliates, "Other Accounts"). The Fund and Underlying Funds have no
interest in these activities. As a result of the foregoing, the Adviser, the
Sub-Adviser and Underlying Fund Managers will be engaged in substantial
activities other than on behalf of the Fund and may have differing economic
interests in respect of such activities and may have conflicts of interest in
allocating investment opportunities, and their time, between the Fund and Other
Accounts.

                  There may be circumstances under which the Sub-Adviser or an
Underlying Fund Manager will cause one or more Other Accounts to commit a larger
percentage of their assets to an investment opportunity than the percentage of
the Fund's or an Underlying Fund's assets they commit to such investment. There
also may be circumstances under which the Sub-Adviser or an Underlying Fund
Manager purchases or sells an investment for their Other Accounts and does not
purchase or sell the same investment for the Fund or an Underlying Fund, or
purchases or sells an investment for the Fund and does not purchase or sell the
same investment for one or more Other Accounts. However, it is the policy of the
Sub-Adviser, and generally also the policy of the Underlying Fund Managers, that
investment decisions for the Fund, Segregated Accounts and Other Accounts be
made based on a consideration of their respective investment objectives and
policies, and other needs and requirements affecting each account that they
manage; and investment transactions and opportunities be fairly allocated among
their clients, including the Fund and Underlying Funds.

                  The Adviser, the Sub-Adviser, Underlying Fund Managers and
their respective affiliates may have interests in Other Accounts they manage
which differ from their interests in the Fund and Underlying Funds and may
manage such accounts on terms that are more favorable to them than the terms on
which they manage the Fund or Underlying Funds. In addition, the Sub-Adviser and
Underlying Fund Managers may charge fees to Other Accounts and be entitled to
receive performance-based incentive allocations from Other Accounts that are
lower than the fees and Incentive Allocation to which the Fund and its
Shareholders are subject.

                  Tax Risks. A non corporate Shareholder's share of the Fund's
investment expenses (including, but not limited to, the Management Fee, the
Incentive Fee, the administration fee paid to the Adviser and the Fund's share
of any fees payable by Underlying Funds to the Underlying Fund Managers) may be
subject to certain limitations on deductibility for regular Federal income tax
purposes. Such expenses may be completely disallowed for purposes of determining
the non corporate Shareholder's alternative minimum tax liability will apply.
See "Taxes."

                  Distributions to Shareholders and Payment of Tax Liability.
The Fund is required to make certain annual distributions to Shareholders
because the Fund has elected to be taxed as a corporation for Federal income tax
purposes and to seek to qualify as a "regulated investment company" under
Subchapter M of the Code. The amount and times of any distributions will be
determined in the sole discretion of the Board. Shareholders participating in
the Fund's automatic dividend reinvestment program will not receive cash
distributions, but will instead be issued additional Shares of equal value to
the amount due them as a distribution.

                  For Shareholders who were investors in the Fund while the Fund
was treated as a partnership for Federal income tax purposes prior to June 30,
2005, the Fund generally did not make periodic distributions of this nature.
Whether or not distributions were made, Shareholders will be required to pay
applicable Federal and state income taxes on their respective shares of the
Fund's taxable income from that period, and may have to pay applicable taxes
from other sources. See "Taxes."

                  Possible Delays in Schedule K-1s. Prior to the Tax Conversion
for Shareholders who were investors in the Fund while the Fund was treated as a
partnership for Federal income tax purposes, the Fund distributed Schedules K-1
for the 2005 tax reporting year to investors who were investors in the Fund
prior to the Tax Conversion so that they could prepare their respective income
tax returns. The preparation of such returns is each investor's sole
responsibility. The Fund's ability to provide final Schedules K-1 to investors
for the 2005 tax year prior to April 15, 2006 will depend upon when it received
the requisite information from Underlying Funds. The Fund will provide Schedules
K-1 as soon as practicable after it receives all necessary information. However,
it is inevitable that delays will occur. Shareholders should therefore be
prepared to obtain extensions of the filing dates for their Federal, state and
local income tax returns. Investors should consult their personal tax advisers.

                  Considerations for ERISA Plans and Other Tax-Exempt Entities.
Investors subject to the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and other tax-exempt entities, including employee benefit
plans, Individual Retirement Accounts and 401(k) and Keogh Plans, may purchase
Shares. The Fund's assets should not be considered to be "plan assets" for
purposes of ERISA's fiduciary responsibility and prohibited transaction rules or
similar provisions of the Code. For further information regarding an investment
in the Fund by investors subject to ERISA, see "ERISA Considerations" in the
SAI. Because the Fund and the Underlying Funds in which it invests may use
leverage, a tax-exempt investor who was an investor prior to the Tax Conversion
may incur income tax liability to the extent the Fund's transactions were
treated as giving rise to unrelated business taxable income. Because the Fund
has elected to be taxed as a corporation (and intends to qualify as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended), tax-exempt U.S. investors will no longer incur unrelated business
taxable income as a result of a leveraged investment by the Fund or an
Underlying Fund. If, however, a tax-exempt investor finances its investment in
the Fund with debt, the dividend income paid by the Fund and generally any gain
realized on the sale of Fund Shares would give rise to unrelated business
taxable income to such tax-exempt investor. See "Taxes."

SPECIAL RISKS OF MULTI-MANAGER STRUCTURE

                  Underlying Funds generally will not be registered as
investment companies under the Investment Company Act and, therefore, the Fund
will not have the benefit of various protections afforded by the Investment
Company Act with respect to its investments in Underlying Funds. The Fund from
time to time, may also invest in non-U.S. Hedge Funds that also are not
registered under the Investment Company Act. Investing in non-U.S. Hedge Funds
have similar risks to investing in securities of non-U.S. companies and
countries. Although the Sub-Adviser expects to receive detailed information from
each Underlying Fund Manager regarding its investment performance and investment
strategy on a regular basis, in most cases the Sub-Adviser has little or no
means of independently verifying this information. An Underlying Fund Manager
may use proprietary investment strategies that are not fully disclosed to the
Sub-Adviser, which may involve risks under some market conditions that are not
anticipated by the Sub-Adviser. In addition, many Underlying Fund Managers will
not be registered as investment advisers under the Investment Advisers Act of
1940 (the "Advisers Act") in reliance on certain exemptions from registration
under that act. In such cases, Underlying Fund Managers will not be subject to
various disclosure requirements and rules that would apply to registered
investment advisers.

                  By investing in Underlying Funds and Segregated Accounts
indirectly through the Fund, investors bear asset-based fees and
performance-based incentive fees at the Fund level and asset-based fees and
performance-based allocations at the Underlying Fund or Segregated Account
level. Similarly, Shareholders bear a proportionate share of the other operating
expenses of the Fund (including the Investor Servicing Fee and administrative
expenses) and, indirectly, similar expenses of the Underlying Funds and
Segregated Accounts. An investor who meets the conditions imposed by the
Underlying Fund Managers, including investment minimums that may be considerably
higher than the $50,000 minimum imposed by the Fund, could invest directly with
the Underlying Fund Managers.

                  Each Underlying Fund Manager will receive any
performance-based allocation to which it is entitled irrespective of the
investment performance of other Underlying Fund Managers or the investment
performance of the Underlying Fund generally. Thus, an Underlying Fund Manager
with positive investment performance will receive this allocation from the
Underlying Fund (and indirectly from the Fund and its Shareholders) even if the
Underlying Fund's overall investment return is negative. Investment decisions of
the Underlying Fund Managers are made independently of each other. As a result,
at any particular time, one Underlying Fund Manager may be purchasing Shares of
an issuer for an Underlying Fund or Segregated Account whose Shares are being
sold by another Underlying Fund Manager for another Underlying Fund or
Segregated Account. In any such situations, the Fund could indirectly incur
certain transaction costs without accomplishing any net investment result.

                  Since the Fund may make additional investments in or effect
withdrawals from an Underlying Fund only at certain times pursuant to
limitations set forth in the governing documents of the Underlying Fund, the
Fund from time to time: may have to invest a greater portion of its assets
temporarily in money market securities than it otherwise might wish to invest;
may have to borrow money to repurchase Shares; and may not be able to withdraw
its investment in an Underlying Fund promptly after it has made a decision to do
so. This may adversely affect the Fund's investment return or increase the
Fund's expenses.

                  Underlying Funds may be permitted to redeem their Shares
in-kind. Thus, upon the Fund's withdrawal of all or a portion of its interest in
an Underlying Fund, the Fund may receive securities that are illiquid or
difficult to value. In these circumstances, the Adviser would seek to dispose of
these securities in a manner that is in the best interests of the Fund.

                  The Fund may agree to indemnify certain of the Underlying
Funds and, subject to certain limitations imposed by the Investment Company Act,
certain Underlying Fund Managers from liability, damage, cost or expense arising
out of, among other things, certain acts or omissions.

                  Segregated Account Allocations. The Fund may on occasion
allocate its assets to an Underlying Fund Manager by retaining the Underlying
Fund Manager to manage a Segregated Account for the Fund, rather than invest in
the Underlying Fund Manager's Underlying Fund. Segregated Accounts can expose
the Fund to theoretically unlimited liability, and it is possible, given the
leverage at which certain of the Underlying Fund Managers will trade, that the
Fund could lose more in a Segregated Account that is managed by a particular
Underlying Fund Manager than the Fund has allocated to such Underlying Fund
Manager to invest. This risk may be avoided if the Fund, instead of retaining an
Underlying Fund Manager to manage a separate account comprised of a designated
portion of the Fund's assets, creates a separate investment vehicle for which an
Underlying Fund Manager serves as general partner and the Fund is the sole
limited partner. Use of this structure, however, involves various expenses, and
there is no requirement that separate investment vehicles be created for
Segregated Accounts.

                  Estimates. In most cases, the Fund will have little ability to
assess the accuracy of the valuations received from an Underlying Fund Manager
regarding an Underlying Fund. Furthermore, these valuations will typically be
estimates only, subject to revision based on each Underlying Fund's annual
audit. Revisions to the Fund's gain and loss calculations will be an ongoing
process, and no appreciation or depreciation figure can be considered final
until the annual audits of Underlying Funds are completed.

                  Certain securities in which Underlying Funds invest may not
have readily ascertainable market prices. These securities will nevertheless
generally be valued by Underlying Fund Managers, which valuations will be
conclusive with respect to the Fund, even though Underlying Fund Managers will
generally face a conflict of interest in valuing such securities because the
values given to the securities will affect the compensation of the Underlying
Fund Managers. Any such securities held by a Segregated Account will be valued
at their "fair value" as determined in good faith by the Board.

                       USE OF PROCEEDS OF FUND'S OFFERING

                  The Fund will use the proceeds of the offering of its Shares
to invest in accordance with its investment objective and policies.

                               GENERAL INFORMATION

                  The Fund was formed as a limited liability company under the
laws of the State of Delaware on October 3, 2001. The Fund's address is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008, and its telephone number is 1.800.858.9826. The Fund is registered
under the Investment Company Act as a closed-end, non-diversified management
investment company.

                  INVESTMENT OBJECTIVE AND PRINCIPAL STRATEGIES

THE FUND'S OBJECTIVE AND POLICIES

                  The Fund's investment objective is to seek to generate
consistently absolute returns over various market cycles. Current income is not
an objective. No assurance can be given that the Fund will achieve its
investment objective.

                  The Fund's investment objective is fundamental and may not be
changed without the approval of Shareholders. However, except as otherwise
stated in this prospectus or in the SAI, the investment policies and
restrictions of the Fund are not fundamental and may be changed by the Board.
The Fund's fundamental investment policies are listed in the SAI. Its principal
investment policies and strategies are discussed below. The Fund may change any
investment policies and strategies that are not fundamental, if the Board
believes doing so would be consistent with the Fund's investment objective.

THE FUND'S INVESTMENT PROGRAM

                  The Fund pursues its investment objective by allocating its
assets for investment among a select group of Underlying Fund Managers that are
alternative asset managers employing a wide range of specialized investment
strategies. It will allocate its assets dynamically among a variety of
alternative investment strategies that each individually offer the potential for
attractive investment returns and are expected to blend together within the
Fund's portfolio to limit the Fund's overall investment exposure to general
trends in equity, debt and other markets. The Sub-Adviser is primarily
responsible for selecting the Underlying Fund Managers and determining the
portion of the Fund's assets to be allocated to each Underlying Fund Manager,
subject to the general supervision of the Adviser and the Board. The Fund will
implement these allocation decisions primarily by investing in Underlying Funds
that are managed by Underlying Fund Managers selected by the Sub-Adviser.

                  Underlying Funds are generally private U.S. investment funds,
although they may consist of certain qualifying non-U.S. private funds as well.
In the U.S., such funds are typically organized as limited partnerships, that
are not required to register under the Investment Company Act because they do
not publicly offer their securities and are restricted as to either the number
of investors permitted to invest in the fund or as to the qualifications of
persons eligible to invest (determined with respect to the value of investment
assets held) in the fund. The typical Underlying Fund will have greater
investment flexibility than traditional investment funds (such as mutual funds
and most other registered investment companies) as to the types of securities
owned, the types of trading strategies employed, and in many cases, the amount
of leverage it may use.

                  The Sub-Adviser takes a three-tiered approach to asset
allocation and Underlying Fund Manager selection. Its methodology is premised on
the belief that consistent, superior long-term performance necessitates first, a
rigorous, top-down, or macro, view of the various alternative investment fund
strategies; second, an in-depth analysis of the types of strategy attributes
that best complement the Fund's investment objective; and third, identification
of Underlying Fund Managers whose investment styles and historical investment
returns and risk characteristics best embody those attributes.

                  The investment programs of the Underlying Fund Managers may
include both market neutral strategies, such as long/short equity investing and
various types of arbitrage strategies, as well as directional strategies, such
as event driven and distressed investments. Market neutral investment strategies
encompass a broad range of investment programs that historically have exhibited
a low correlation to the performance of debt, equity and other markets. Many of
the investment programs of Underlying Fund Managers involve the use of hedging
and arbitrage techniques in the equity, fixed income, currency and commodity
markets. These investment programs employ a variety of sophisticated investment
techniques that include, among other things, short sales of securities, use of
leverage, and transactions in derivative securities and other financial
instruments such as stock options, index options, futures contracts and options
on futures. Directional strategies include investment programs that exhibit a
higher correlation to general market performance. In allocating the Fund's
assets among Underlying Fund Managers that pursue directional strategies, the
Sub-Adviser will emphasize investment programs that it believes are most likely
to achieve high rates of return under prevailing market conditions.

                  The investment strategies of the Underlying Fund Managers may
include, among others:

o                 Long/short equity. This strategy involves creating and
                  managing long and short portfolios of common stock with the
                  intent of generating non-market related returns, with an
                  emphasis on an Underlying Fund Manager's discretionary
                  approach based on fundamental research, rather than a pure
                  quantitative analysis approach. These types of portfolios
                  usually have net long or short exposure significantly
                  different than zero, distinguishing them from equity hedging
                  and arbitrage strategies.

o                 Equity hedging and arbitrage. This strategy generally involves
                  creating simultaneously long and short matched equity
                  portfolios of the same size within a country. Equity market
                  neutral portfolios are usually designed to be either beta (a
                  measure of an equity security's volatility relative to the
                  equity market) or currency neutral, or both. Well-designed
                  portfolios typically control for industry, sector, market
                  capitalization, and other exposures as well. Leverage is often
                  applied to enhance returns. Arbitrage is designed to exploit
                  equity market inefficiencies.

o                 Fixed income hedging and arbitrage. This strategy seeks to
                  exploit pricing anomalies within and across global fixed
                  income markets and their derivative products using leverage to
                  enhance returns.

o                 Currency hedging and arbitrage. This strategy seeks to capture
                  the price differential between a basket currency and its
                  component currencies.

o                 Index arbitrage. This strategy involves investing in a group
                  of securities comprising an index, or a representative sample
                  of an index, in order to capture the pricing differences that
                  may arise between the index and the component securities.

o                 Interest rate arbitrage. This strategy seeks to exploit price
                  anomalies between related securities with prices that
                  fluctuate in response to interest rate movements.

o                 Merger arbitrage. This strategy involves investing
                  simultaneously in long and short positions in companies
                  involved in a merger or acquisition in order to profit from
                  the expected price movements of the acquiring and target
                  companies.

o                 Convertible bond and warrant hedging. This strategy involves
                  investing in undervalued instruments that are convertible into
                  equity securities and then hedging out systematic risks
                  associated with either the convertible instrument, the
                  underlying security or both.

o                 Statistical long/short equity. This strategy involves
                  constructing portfolios of offsetting long and short equity
                  positions using mathematical or statistical techniques to
                  identify relative value between long and short positions.

o                 Pairs trading. This is a specific type of equity hedging
                  strategy that involves effecting offsetting long and short
                  equity positions in the same industry or sector.

o                 Event driven. This strategy involves taking long or short
                  positions in a security based on the expected value of the
                  security upon completion of a certain transaction or event.

o                 Distressed issuer. This strategy involves investing in debt or
                  equity securities of issuers involved in the bankruptcy or
                  reorganization stage with the goal of capitalizing on
                  inefficiencies associated with pricing such illiquid
                  securities.

                  Underlying Fund Managers using arbitrage strategies attempt to
identify and exploit pricing inefficiencies between related instruments or
combinations of instruments. Sophisticated mathematical and statistical
techniques and models are used to attempt to identify relative value between
related instruments or combinations of instruments and to capture mispricings
among such instruments. Underlying Fund Managers pursuing arbitrage strategies
utilize a variety of techniques and models, ranging from purely quantitative,
short-term models to more discretionary approaches using fundamental research to
construct long and short portfolios.

                  The Fund will not be limited with respect to the types of
investment strategies that Underlying Fund Managers may employ or the markets
(including non-U.S. markets) or instruments in which they invest. The
Sub-Adviser will continuously monitor for attractive investment opportunities
resulting from marketing inefficiencies that it believes can be successfully
exploited by Underlying Fund strategies. As such opportunities arise, the
Sub-Adviser will seek to allocate the Fund's assets to Underlying Fund Managers
that it believes will most effectively respond to such opportunities. The Fund's
structure and its investment approach are intended to provide investors several
advantages over direct investments in private investment funds, including: the
ability to invest in a professionally constructed and managed investment
portfolio; access to a diverse group of Underlying Fund Managers that utilize
varying investment styles and strategies; reduced risk exposure that comes from
investing with multiple Underlying Fund Managers that have exhibited low
volatility of investment returns and low correlation to one another. The
Sub-Adviser expects generally to allocate the Fund's assets to approximately 10
to 20 Underlying Fund Managers.

                  The multi-manager approach followed by the Fund will involve
allocation of the Fund's assets to Underlying Fund Managers that employ various
investment styles and strategies and will provide investors access to a variety
of Underlying Fund Managers. The Fund will invest in various types of Underlying
Funds managed by Underlying Fund Managers, including limited partnerships, joint
ventures, other investment companies and similar entities. The Fund from time to
time, may invest in non-U.S. Underlying Funds. However, the Fund may on occasion
retain one or more Underlying Fund Managers to manage and invest designated
portions of the Fund's assets (either as separately managed accounts or as
separate investment vehicles in which an Underlying Fund Manager serves as
general partner and the Fund is the sole limited partner). (Any arrangement in
which the Fund retains an Underlying Fund Manager to manage an account or
investment vehicle for the Fund is referred to as a "Segregated Account.") The
retention of an Underlying Fund Manager to manage a Segregated Account is
subject to the approval of the Board, including a majority of the persons
comprising the Board (the "Managers") who are not "Interested persons," as
defined by the Investment Company Act, of the Fund or the Underlying Fund
Manager (the "Independent Directors"). The retention of an Underlying Fund
Manager will in such cases also be subject to approval by Shareholders, unless
the Fund seeks and obtains an order of the SEC exempting the Fund from this
requirement. The Fund's participation in any Segregated Account arrangement will
be subject to the requirement that the Underlying Fund Manager be registered as
an investment adviser under the Advisers Act, and the Fund's contractual
arrangements with the Underlying Fund Manager will be subject to the
requirements of the Investment Company Act applicable to investment advisory
contracts.

                  Underlying Fund Managers will be selected on the basis of
various criteria, generally including, among other things, an analysis of: the
Underlying Fund Manager's performance during various time periods and market
cycles; the Underlying Fund Manager's reputation, experience and training; its
articulation of and adherence to its investment philosophy; the presence and
deemed effectiveness of risk management discipline; on-site interviews of the
management team; the quality and stability of the Underlying Fund Manager's
organization, including internal and external professional staff; and whether
key personnel of the Underlying Fund Manager have substantial personal
investments in the Underlying Fund Manager's investment program.

                  Not more than 10% of the Fund's net assets will be allocated
to any one Underlying Fund Manager. In addition, the Fund will limit its
investment position in any one Underlying Fund to less than 5% of the Underlying
Fund's outstanding voting securities, absent an SEC order (or assurances from
the SEC staff) under which the Fund's contribution and withdrawal of capital
from an Underlying Fund in which it holds 5% or more of the outstanding
interests will not be subject to various Investment Company Act prohibitions on
affiliated transactions. However, to permit the investment of more of its assets
in smaller Underlying Funds deemed attractive by the Sub-Adviser, the Fund may
purchase non-voting securities of Underlying Funds, subject to a limitation that
the Fund will not purchase voting and non-voting interests in an Underlying Fund
that in the aggregate represent 25% or more of the Underlying Fund's outstanding
equity.

                  Underlying Fund Managers will generally invest primarily in
marketable securities, although certain Underlying Fund Managers may also invest
in privately placed securities and other investments that are illiquid. Shares
in Underlying Funds will not themselves be marketable and will only have limited
liquidity. Underlying Fund Managers may invest and trade in a wide range of
instruments and markets, including, but not limited to, domestic and foreign
equities and equity-related instruments, currencies, financial futures, and
fixed income and other debt-related instruments. Underlying Fund Managers are
generally not limited as to the markets (either by location or type, such as
large capitalization, small capitalization or non-U.S. markets) in which they
may invest or the investment discipline that they may employ (such as value,
growth or bottom-up or top-down analysis). In managing Underlying Funds,
Underlying Fund Managers will not be subject to the Fund's investment policies
and restrictions or the various limitations and prohibitions applicable to the
activities of investment companies registered under the Investment Company Act
(such as the Fund). This involves various risks, including those associated with
the fact that Underlying Funds are not generally subject to any requirements
that they diversify their investments or limit their investments in the
securities of issuers engaged in a single industry or group of related
industries. However, the Fund's investment policies and restrictions, and
limitations and prohibitions on investments imposed by the Investment Company
Act, will apply in the case of Segregated Accounts.

                  The Sub-Adviser will regularly evaluate each Underlying Fund
Manager to determine whether its investment program is consistent with the
Fund's investment objective and whether its investment performance is
satisfactory. Based on these evaluations, the Sub-Adviser may allocate and
reallocate the Fund's assets among Underlying Fund Managers, may terminate
existing Underlying Fund Managers and may select additional Underlying Fund
Managers, subject to the condition that the selection of a new Underlying Fund
Manager to manage a segregated account requires approval of the Board and
Shareholders, unless the Fund seeks and obtains an SEC order exempting it from
certain provisions of the Investment Company Act. The Fund may seek to obtain an
SEC order exempting it from the requirement that Shareholders approve Underlying
Fund Managers that are retained to manage Segregated Accounts. However, no
assurance can be given that such an order will be issued.

BORROWING; USE OF LEVERAGE

                  The Fund is authorized to borrow money for investment
purposes, to meet repurchase requests and for cash management purposes.
Underlying Funds generally are also permitted to borrow money for similar
purposes. The use of borrowings for investment purposes is known as "leverage"
and involves a high degree of risk. The investment programs of certain
Underlying Fund Managers may make extensive use of leverage. See "Risk
Factors--Leverage; Borrowing."

                  The Fund is subject to the Investment Company Act requirement
that an investment company satisfy an asset coverage requirement of 300% of its
indebtedness, including amounts borrowed, measured at the time the investment
company incurs the indebtedness (the "Asset Coverage Requirement"). This means
that the value of the Fund's total indebtedness may not exceed one-third the
value of its total assets (including such indebtedness) less all liabilities and
indebtedness other than borrowing. These limits do not apply to the Underlying
Funds and, therefore, the Fund's portfolio may be exposed to the risk of highly
leveraged investment programs of certain Underlying Funds. The Asset Coverage
Requirement will apply to borrowings by Segregated Accounts, as well as to other
transactions by Segregated Accounts that can be deemed to result in the creation
of a "senior security." Generally, in conjunction with investment positions for
Segregated Accounts that are deemed to constitute senior securities, the Fund
must: (i) observe the Asset Coverage Requirement; (ii) maintain daily a
segregated account in cash or liquid securities at such a level that the amount
segregated plus any amounts pledged to a broker as collateral will equal the
current value of the position; or (iii) otherwise cover the investment position
with offsetting portfolio securities. Segregation of assets or covering
investment positions with offsetting portfolio securities may limit a Segregated
Account's ability to otherwise invest those assets or dispose of those
securities.

                  Effective November 28, 2005, the Fund entered into a Credit
Agreement with The Bank of Nova Scotia which enables it to participate with
certain other Oppenheimer funds in a committed, unsecured credit facility that
permits borrowings of up to $75,000,000, collectively. The borrowings of any
single fund under the credit facility are further limited to 15% of its net
assets. Interest is charged to the Fund, based on its borrowings, at a rate
equal to either the Federal Funds Rate plus 0.75% or LIBOR plus 0.75%, depending
on the type of borrowing. The Fund also pays a commitment fee equal to its pro
rata share of the average unutilized amount of the credit facility at a rate of
0.125% per annum.

                  The purpose of the following table is to assist an investor in
understanding the effects of leverage. The figures appearing in the table are
hypothetical and actual returns may be greater or less than those appearing in
the table. The table assumes average net assets as of March 31, 2006, an
interest rate of 6.12% as of June 30, 2006, and a constant average borrowing
rate of 0.11% at June 30, 2006.


----------------------------------- ---------------- ---------------- ---------------- ----------------- ----------------
Assumed Rate of Return
(net of expenses)
                                         -10%              -5%              0%                5%               10%
----------------------------------- ---------------- ---------------- ---------------- ----------------- ----------------
----------------------------------- ---------------- ---------------- ---------------- ----------------- ----------------
Corresponding                           -11.35%          -5.74%           -0.13%            5.84%            11.09%
Return to Shareholder
----------------------------------- ---------------- ---------------- ---------------- ----------------- ----------------

SHORT SELLING

                  Underlying Funds and Segregated Accounts may sell securities
short. To effect a short sale, the Underlying Fund or Segregated Account will
borrow the security from a brokerage firm, or other permissible financial
intermediary, and make delivery to the buyer. The Underlying Fund or Segregated
Account then is obligated to replace the borrowed security by purchasing it at
the market price at the time of replacement. The price at such time may be more
or less than the price at which the security was sold short by the Underlying
Fund or Segregated Account, which would result in a loss or gain, respectively.
The use of short sales is a speculative practice and involves significant risks.
A short sale creates a risk of an unlimited loss, as the price of the underlying
security could theoretically increase without limit, thus increasing the cost of
buying those securities to cover a short position.
See "Risk Factors--Short Selling."

DERIVATIVES

                  Underlying Funds and Segregated Accounts may use financial
instruments, known as derivatives, for purposes of hedging portfolio risk and
for non-hedging purposes. Examples of derivatives include stock options, index
options, futures and options on futures. Transactions in derivatives involve
certain risks. See "Risk Factors--Derivatives."

SHORT-TERM AND DEFENSIVE INVESTMENTS

                  The Fund will invest its cash reserves in high quality
short-term investments. These investments may include money market instruments
and other short-term debt obligations, money market mutual funds, and repurchase
agreements with banks and broker-dealers. During periods of adverse market or
economic conditions, the Fund may temporarily invest all or a significant
portion of its assets in these securities or hold cash. This could prevent the
Fund from achieving its investment objective. Repurchase agreements involve
certain risks that are described in the SAI.

                             MANAGEMENT OF THE FUND

GENERAL

                  The Fund's Board provides broad oversight over the operations
and affairs of the Fund. The Board is responsible for protecting the interests
of Shareholders under Delaware and Federal law. The Board meets periodically
throughout the year to oversee the Fund's activities, review its performance and
review the actions of the Adviser and Sub-Adviser. A majority of the Board is
comprised of persons who are Independent Directors.

                  OppenheimerFunds, Inc. (the "Adviser") serves as the Fund's
investment adviser, subject to the ultimate supervision of and subject to any
policies established by the Board, pursuant to the terms of an investment
advisory agreement with the Fund (the "Advisory Agreement"). It has operated as
an investment adviser since January 1960. The Adviser (including its
subsidiaries and controlled affiliates) managed more than $215 billion of assets
as of June 30, 2006. Its clients include the Oppenheimer mutual funds with more
than 6 million shareholder accounts. The Adviser is located at Two World
Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008
and is an indirect, majority owned subsidiary of Massachusetts Mutual Life
Insurance Company.

                  Under the Advisory Agreement, the Adviser is responsible for
developing, implementing and supervising the Fund's investment program. The
Adviser is authorized, subject to the approval of the Board and Shareholders, to
retain one of its affiliates to provide any or all of the investment advisory
services required to be provided to the Fund or to assist the Adviser in
providing these services.

                  As compensation for services required to be provided by the
Adviser under the Advisory Agreement, the Fund will pay the Adviser a monthly
fee (the "Management Fee") computed at the annual rate of 1.20% of the aggregate
value of outstanding Shares determined as of the last day of the month (before
any repurchases of Shares or accrual of Incentive Fees). The Adviser (or an
affiliated company of the Adviser that it designates) is also entitled to
receive in such capacity the performance-based Incentive Fee described below
under "Management of the Fund-- Incentive Fee."

                  Tremont Partners, Inc. (the "Sub-Adviser"), an affiliate of
the Adviser, has been assigned responsibility for providing day-to-day
investment management services to the Fund, subject to the supervision of the
Adviser. Since 1984, the Sub-Adviser and its affiliates have provided
alternative investment solutions to a diverse client base including financial
institutions, mutual funds, other investment companies and high net worth
individuals. These services include tracking and evaluating over 2,000 domestic
and offshore investment funds. The Sub-Adviser and its affiliates were
responsible for the allocation of over $4 billion of client assets among
alternative investment strategies, as of June 30, 2006. The Sub-Adviser is
located at 555 Theodore Fremd Avenue, Rye, New York 10580, and since October 1,
2001 has been wholly-owned by Tremont Group Holdings Inc. (formerly Tremont
Capital Management, Inc.), which in turn is owned by Oppenheimer Acquisition
Corporation, which in turn is a wholly-owned subsidiary of Massachusetts Mutual
Life Insurance Company. The Adviser pays a monthly fee to the Sub-Adviser equal
to 50% of the amount of the Management Fee earned by the Adviser pursuant to the
Advisory Agreement. The Adviser also pays the Sub-Adviser the full amount of the
Incentive Fee. These fees are payable by the Adviser and not the Fund. The
Sub-Adviser's retention as the Fund's sub-adviser was approved by the Board and
was also approved by the Adviser as the Fund's sole initial investor.

                  Portfolio Manager. The portfolio manager of the Fund is
Timothy J. Birney, who is primarily responsible for selecting the Fund's
investments in Underlying Funds and allocating the Fund's assets among the
Underlying Funds selected. Mr. Birney is a Vice President of the Fund since
September 2005 and has been a Vice President and portfolio manager of the
Sub-Adviser since January 2005. He was Investment Management Associate for
Tremont Capital, Inc., the parent company of the Sub-Adviser, from November 2003
to January 2005. From May 2002 through November 2003, Mr. Birney served as Vice
President at Asset Alliance Corporation, where his responsibilities included the
development and distribution of structured products and quantitative allocation
and risk management models. From March 1998 through May 2002, Mr. Birney served
as Vice President and Research Portfolio Manager of Alternative Asset Management
at Nikko Securities Co. International, Inc.

                  The SAI provides additional information about the portfolio
manager's compensation, other accounts he manages and his ownership of Fund
Shares.

                  A discussion regarding the basis for the Board's approval of
the Fund's investment advisory agreements is available in the Fund's Annual
Report to Shareholders for the year ended March 31, 2006.

ADMINISTRATIVE SERVICES

                  Under the terms of an administration agreement with the Fund,
the Adviser will provide certain administrative services to the Fund, including,
among others: providing office space and other support services and personnel as
necessary to provide such services to the Fund; supervising the entities
retained by the Fund to provide accounting services, investor services and
custody services; handling Shareholder inquiries regarding the Fund, including
but not limited to questions concerning their investments in the Fund and
capital account balances; preparing or assisting in the preparation of various
reports, communications and regulatory filings of the Fund; assisting in the
review of investor applications; monitoring the Fund's compliance with Federal
and state regulatory requirements (other than those relating to investment
compliance); coordinating and organizing meetings of the Board and meetings of
Shareholders and preparing related materials; and maintaining and preserving
certain books and records of the Fund. In consideration for these services, the
Fund will pay the Adviser a monthly fee computed at the annual rate of 0.25% of
the aggregate value of outstanding Shares determined as of the last day of each
calendar month (before any repurchases of Shares or the accrual of the Incentive
Fees) (the "Administration Fee").

INCENTIVE FEE

                  The Adviser (or an affiliated company of the Adviser that it
designates) is also entitled to receive a performance-based incentive fee equal
to 5% of the net profits (taking into account net realized and unrealized gains
or losses and net investment income or loss), if any, in excess of the
"Preferred Return" (described below), subject to reduction of that excess for
prior losses that have not been previously offset against net profits (the
"Incentive Fee"). The reduction for prior losses not previously offset by
subsequent profits establishes what is typically referred to as a "high water
mark". The Incentive Fee will be accrued monthly and is generally payable
annually. For purposes of both the accrual and payment of the Incentive Fee, the
Preferred Return is equal to an annual percentage rate of 8%.

                  As to the Incentive Fees, the Fund will calculate and accrue
any liability for the Incentive Fee monthly, based on the Fund's performance.
The Fund's net asset value will be reduced or increased each month to reflect
this accrual. An increase in the Fund's net asset value will occur only as a
result of a reversal of any prior Incentive Fee accruals, if the Fund's current
year's cumulative return does not exceed the Preferred Return. No incentive fee
will be accrued or payable for any current period unless losses from prior
periods have been recovered by the Fund. If the Fund has no prior losses, but
its performance is negative, the Fund will track its high water mark or
"cumulative loss" in a memorandum account ("Loss Carryforward Memorandum
Account") on a monthly basis, and no Incentive Fee will be accrued for that
month. If the Fund has a net loss for the current calendar year and has not
recovered losses from the prior calendar year (i.e., has not regained its high
water mark), there will be no accrual of an Incentive Fee, and the Fund will add
the losses incurred by the Fund to the Loss Carryforward Memorandum Account. If
the Fund has no prior losses, and its performance is positive for the current
calendar year, the Fund will accrue an Incentive Fee only after the Fund's
performance exceeds the Preferred Return.

                  Each time Shares are repurchased in a repurchase offer, the
Fund will adjust the amount of any cumulative loss in proportion to the number
of Shares repurchased by the Fund, so that the repurchase of Shares has the
effect of reducing the amount of cumulative loss. Corresponding upward
adjustments are made when investors purchase Shares, so that the amount of
cumulative loss is adjusted upward to reflect the effect of such new purchases.

                  Because of the monthly accrual of the Incentive Fee, an
investor who buys Shares will pay a price per Share equal to the Fund's net
asset value per Share adjusted to reflect accruals during the course of the
year. The Fund's net asset value will be decreased by the accruals of the
Incentive Fee during periods of net profits in excess of the Preferred Return,
while net asset value will be increased by reversals of previously accrued
Incentive Fees if the Fund's current year's cumulative return does not exceed
the Preferred Return. If the Incentive Fee accruals are reversed, as a result of
the Fund's current year's cumulative return not exceeding the Preferred Return,
investors who purchased Shares at the time an Incentive Fee was accrued will
receive a greater benefit from the reversal relative to Shareholders who held
Shares throughout the period in which the Incentive Fee was accrued.

                  The Incentive Fee presents risks that are not present in funds
without an incentive fee. The overall fees, expenses and the Incentive Fee
payable by the Fund or indirectly borne by its investors will be higher than the
fees and expenses of most other registered investment companies, but generally
will be similar to those of many private investment funds and certain other
registered investment companies with investment policies similar to those of the
Fund.

ACCOUNTING AND CUSTODY SERVICES

                  PFPC Inc. ("PFPC") provides various fund accounting, investor
accounting and taxation services to the Fund. In consideration of these
services, the Fund will pay PFPC a monthly fee which is not expected to exceed
0.25% of the Fund's net assets on an annual basis and will reimburse PFPC for
certain out-of-pocket expenses. PFPC Trust Company, an affiliate of PFPC, serves
as the Fund's custodian and maintains custody of the Fund's assets. The
principal business address of PFPC and PFPC Trust Company is 400 Bellevue
Parkway, Wilmington, Delaware 19809.

INVESTOR SERVICING ARRANGEMENTS

                  Under the terms of an investor servicing agreement between the
Fund and the Distributor (the "Investor Servicing Agreement"), the Distributor
is authorized to retain broker-dealers and certain financial advisers to provide
ongoing investor services and account maintenance services to Shareholders that
are their customers ("Investor Service Providers"). These services include, but
are not limited to, handling Shareholder inquiries regarding the Fund (e.g.,
responding to questions concerning investments in the Fund, account balances,
and reports and tax information provided by the Fund); assisting in the
enhancement of relations and communications between Shareholders and the Fund;
assisting in the establishment and maintenance of Shareholder accounts with the
Fund; assisting in the maintenance of Fund records containing Shareholder
information; and providing such other information and Shareholder liaison
services as the Distributor may reasonably request. Under the Investor Servicing
Agreement, the Fund will pay a fee to the Distributor to reimburse it for
payments made to Investor Service Providers. This fee will be paid quarterly and
will be in an amount, with respect to each Investor Service Provider, not to
exceed the lesser of: (i) 0.50% (on an annualized basis) of the aggregate value
of outstanding Shares held by investors that receive services from the Investor
Service Provider, determined as of the last day of the calendar quarter (before
any repurchases of Shares or the Incentive Allocation); or (ii) the
Distributor's actual payments to the Investor Service Provider. The Distributor
will be entitled to reimbursement under the Investor Servicing Agreement for any
payments it may make to any affiliated Investor Service Providers.

                  Prospective investors should be aware that these payments
could create incentives on the part of the brokers and dealers to more
positively consider the Fund relative to investment funds for which those
parties are not eligible for payments of this nature (or for which only smaller
payments are made). Additional detail regarding these payments may be obtained
directly from your financial representative.

FUND EXPENSES

                  The Fund will bear its own expenses including, but not limited
to: the Management Fee; the Administration Fee; fees for Investor Services; any
taxes; investment-related expenses incurred by the Fund (e.g., fees and expenses
charged by the Underlying Fund Managers and Underlying Funds, costs associated
with organizing and operating Segregated Accounts, placement fees, interest on
indebtedness, fees for data and software providers, research expenses,
professional fees (including, without limitation, expenses of consultants and
experts) relating to investments); fees and expenses for accounting and custody
services; the fees and expenses of Fund counsel, legal counsel to the
Independent Directors and the Fund's independent auditors; costs associated with
the registration of the Fund, including the costs of compliance with Federal and
state laws; costs and expenses of holding meetings of the Board and meetings of
Shareholders, including costs associated with preparation and dissemination of
proxy materials; the costs of a fidelity bond and any liability insurance
obtained on behalf of the Fund or the Board; and such other expenses as may be
approved by the Board. The Fund will reimburse the Adviser for any of the above
expenses that it pays on behalf of the Fund.

                  Ongoing offering costs are capitalized and amortized to
expense over twelve months on a straight-line basis.

                  The Fund's organizational expenses were borne voluntarily by
the Adviser. Initial offering costs were charged to capital and were borne by
the Adviser as a Shareholder of the Fund upon commencement of the Fund's
operations.


CAPITALIZATION AT MAY 31, 2006

------------------------------------------------ -------------------- --------------------- --------------------------
Title of Class                                        Interests           Outstanding            Amount Held by
                                                                                              Registrant or for its
                                                    Registered(1)          Interests                 Account
------------------------------------------------ -------------------- --------------------- --------------------------
------------------------------------------------ -------------------- --------------------- --------------------------
Limited Liability Company Interests                 $210,000,000          $81,281,178                   0
------------------------------------------------ -------------------- --------------------- --------------------------
(1) The number of the Fund's shares.

Pending Litigation. A consolidated amended complaint was filed as a putative
class action against the Adviser and the Transfer Agent (and other defendants)
in the U.S. District Court for the Southern District of New York on January 10,
2005 and was amended on March 4, 2005. The complaint alleged, among other
things, that the Adviser charged excessive fees for distribution and other
costs, and that by permitting and/or participating in those actions, the
Directors/Trustees and the Officers of the funds breached their fiduciary duties
to fund shareholders under the Investment Company Act of 1940 and at common law.
The plaintiffs sought unspecified damages, an accounting of all fees paid, and
an award of attorneys' fees and litigation expenses.

         In response to the defendants' motions to dismiss the suit, seven of
the eight counts in the complaint, including the claims against certain of the
Oppenheimer funds, as nominal defendants, and against certain present and former
Directors, Trustees and officers of the funds, and the Distributor, as
defendants, were dismissed with prejudice, by court order dated March 10, 2006,
and the remaining count against the Adviser and the Transfer Agent was dismissed
with prejudice by court order dated April 5, 2006. The plaintiffs filed an
appeal of those dismissals on May 11, 2006.

         The Adviser believes that it is premature to render any opinion as to
the likelihood of an outcome unfavorable to it, the funds, the
Directors/Trustees or the Officers on the appeal of the decisions of the
district court, and that no estimate can yet be made with any degree of
certainty as to the amount or range of any potential loss. However, the Adviser
believes that the allegations contained in the complaint are without merit and
that there are substantial grounds to sustain the district court's rulings.

                             INVESTOR QUALIFICATIONS

                  Shares are being offered only to investors that are "Qualified
Clients." Currently, Qualified Clients include: (i) natural persons and
companies (other than investment companies) that represent that they have a net
worth (together, in the case of a natural person, with assets held jointly with
a spouse) of more than $1,500,000; (ii) persons who have at least $750,000 under
the Adviser's or its affiliates' management, including any amount invested in
the Fund; (iii) persons who are "qualified purchasers" as defined by the
Investment Company Act and the rules thereunder; and (iv) certain knowledgeable
employees who participate in the Adviser's investment activities. In addition,
Shares are offered only to investors that are U.S. persons for Federal income
tax purposes, as defined below. You must complete and sign an investor
certification that you meet these requirements before you may invest in the
Fund. The form of this investor certification is contained in Appendix A of this
prospectus. The Fund will not be obligated to sell to brokers or dealers any
Shares that have not been placed with Qualified Investors that meet all
applicable requirements to invest in the Fund.

                  A person is considered a U.S. person for Federal income tax
purposes if the person is: (i) a citizen or resident of the United States; (ii)
a corporation, partnership (including an entity treated as a corporation or
partnership for U.S. Federal income tax purposes) or other entity (other than an
estate or trust) created or organized under the laws of the United States, any
state therein or the District of Columbia; (iii) an estate (other than a foreign
estate defined in Section 7701(a)(31)(A) of the Internal Revenue Code of 1986,
as amended (the "Code")); or (iv) a trust, if a court within the U.S. is able to
exercise primary supervision over its administration and one or more U.S.
persons have the authority to control all substantial decisions of such trust.

                       REPURCHASES OF SHARES AND TRANSFERS

NO RIGHT OF REDEMPTION

                  No Shareholder or other person holding Shares acquired from a
Shareholder will have the right to require the Fund to redeem such Shares. There
is no public market for Shares, and none is expected to develop. With very
limited exceptions, Shares are not transferable and liquidity will be provided
only through limited repurchase offers that will be made from time to time by
the Fund. Any transfer of Shares in violation of the LLC Agreement will not be
permitted and will be void. Consequently, Shareholders may not be able to
liquidate their investment other than as a result of repurchases of Shares by
the Fund, as described below. For information on the Fund's policies regarding
transfers of Shares, see "Repurchases and Transfers of Shares--Transfers of
Shares" in the SAI.

REPURCHASES OF SHARES

                  The Fund from time to time will offer to repurchase
outstanding Shares pursuant to written tenders by Shareholders. Repurchase
offers will be made at such times and on such terms (including as to number of
Shares) as may be determined by the Board in its sole discretion, and generally
will be offers to repurchase a specified dollar amount of outstanding Shares. A
redemption fee equal to 1.00% of the value of the Shares repurchased by the Fund
will apply if the date as of which the Shares are to be valued for purposes of
repurchase is less than one year following the date of a Shareholder's initial
investment in the Fund. If applicable, the redemption fee will be deducted
before payment of the proceeds of a repurchase.

BOARD CONSIDERATIONS

                  In determining whether the Fund should repurchase Shares from
Shareholders pursuant to written tenders, the Board will consider the
recommendations of the Adviser. Subject to certain notice requirements, the Fund
intends to offer to repurchase Shares four times a year, as of the last business
day of March, June, September and December. Subject to certain notice
requirements, the Fund will be dissolved if the Shares of any Shareholder that
has submitted a written request for repurchase of its Shares has not been
repurchased by the Fund within a period of two years after the Shareholder's
request. See "Repurchases and Transfers of Shares--Repurchase Offers" in the
SAI. The Board will also consider the following factors, among others, in making
its determination:

     o whether any  Shareholders  have  requested  to tender  Shares or portions
thereof to the Fund;

o        the liquidity of the Fund's assets;

o        the investment plans and working capital requirements of the Fund;

o        the relative economies of scale with respect to the size of the Fund;

o        the history of the Fund in repurchasing Shares or portions thereof;

o        the economic condition of the securities markets; and

     o the anticipated tax consequences of any proposed repurchases of Shares or
portions thereof.

                  The Board will determine that the Fund repurchase Shares from
Shareholders pursuant to written tenders only on terms the Board determines to
be fair to the Fund and Shareholders, and subject to certain regulatory
requirements imposed by SEC rules. When the Board determines that the Fund will
make a repurchase offer, notice of that offer will be provided to each
Shareholder describing the terms of the offer, and containing information that
Shareholders should consider in deciding whether to tender Shares for
repurchase. Shareholders who are deciding whether to tender their Shares during
the period that a repurchase offer is open may ascertain the estimated net asset
value of their Shares from the Adviser during the period the offer remains open.

GAIN OR LOSS ON SALE OF SHARES

                  When Shares are repurchased by the Fund, Shareholders will
generally receive cash distributions equal to the value of the Shares
repurchased, less the redemption fee, if applicable. However, in the sole
discretion of the Fund, the proceeds of repurchases of Shares may be paid by the
in-kind distribution of securities held by the Fund, or partly in cash and
partly in-kind. The Fund does not expect to distribute securities in-kind except
in unusual circumstances, such as in the unlikely event that the Fund does not
have sufficient cash to pay for the Shares that are repurchased or if making a
cash payment would result in a material adverse effect on the Fund or on
Shareholders not tendering Shares for repurchase. See "Risk Factors--General
Risks." Repurchases will be effective after receipt and acceptance by the Fund
of all eligible written tenders of Shares.

                  A Shareholder that tenders Shares and who is subject to
federal, state or local income tax will generally have a taxable event when the
Shares are repurchased. Gain or loss, if any, will be recognized by a tendering
Shareholder to the extent the total proceeds received by the Shareholder exceed
the Shareholder's adjusted tax basis in the Shares. A loss, if any, will be
recognized only after the Shareholder has received full payment under the
promissory note that will be given to the Shareholder prior to the Fund's
payment of the repurchase amount.

REPURCHASE PROCEDURES

         Due to liquidity restraints associated with the Fund's investments in
Underlying Funds and the fact that the Fund may have to effect withdrawals from
those funds to pay for Shares being repurchased, it is presently expected that,
under the procedures applicable to the repurchase of Shares, Shares may be
valued for purposes of determining their repurchase price as of a date
approximately one month after the date by which shareholders must submit a
repurchase request (the "Valuation Date") and that the Fund will generally pay
the value of the Shares repurchased (or as discussed below, an initial payment
of 95% of the estimated value if all Shares owned by a shareholder are
repurchased) approximately one month after the Valuation Date. This amount may
be subject to adjustment upon completion of the annual audit of the Fund's
financial statements for the fiscal year in which the repurchase is effected
(which it is expected will be completed within 60 days after the end of each
fiscal year). If all Shares owned by a Shareholder are repurchased, the
Shareholder may receive an initial payment equal to 95% of the estimated value
of the Shares and the balance due based on the net asset value will be
determined and paid promptly after completion of the Fund's audit and may be
subject to audit adjustment. Any such distributions will be made on the same
basis to all Shareholders in connection with any particular repurchase offer.
Regardless of whether the Fund elects to give cash or a Promissory Note, all
Shareholders will receive the same manner of consideration, i.e., all receive
cash or all receive a Promissory Note, or a combination thereof.

                  Under these procedures, Shareholders will have to decide
whether to tender their Shares for repurchase without the benefit of having
current information regarding value of the Shares as of a date proximate to the
Valuation Date. In addition, there will be a substantial period of time between
the date as of which Shareholders must tender Shares and the date they can
expect to receive payment for their Shares from the Fund. However, promptly
after the expiration of a repurchase offer, Shareholders whose Shares are
accepted for repurchase will be given non-interest bearing, non-transferable
promissory notes by the Fund representing the Fund's obligation to pay for
repurchased Shares. Payments for repurchased Shares may be delayed under
circumstances where the Fund has determined to redeem its Shares in Underlying
Funds to make such payments, but has experienced delays in receiving payments
from the Underlying Funds.

                  A Shareholder who tenders for repurchase only a portion of
such Shareholder's Shares will be required to maintain a capital account balance
of $50,000. If a Shareholder tenders a portion of such Shareholder's Shares and
the repurchase of that portion would cause the Shareholder's account balance to
fall below this required minimum, the Fund reserves the right to reduce the
portion of the Shares to be purchased from the Shareholder so that the required
minimum balance is maintained.

                  Repurchases of Shares by the Fund are subject to certain
regulatory requirements imposed by SEC rules.

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

o                 Early Repurchase Fee. You may be subject to an Early
                  Repurchase Fee on Shares that are repurchased if the date as
                  of which the Shares are to be valued for purposes of
                  repurchase is less than one year following the date of the
                  Shareholder's initial investment in the Fund.

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

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

o                 Forced Sale of Portfolio Securities. To complete a repurchase
                  offer, the Fund might be required to sell portfolio securities
                  to raise cash. This might cause the Fund to realize gains or
                  losses at a time when the Sub-Adviser would otherwise not want
                  the Fund to do so. It might increase portfolio turnover and
                  the Fund's portfolio transaction expenses, reducing the Fund's
                  net income to distribute to Shareholders.

o                 Dividends, Capital Gains and Taxes. Certain Shareholders may
                  incur state tax liability upon the Fund's repurchase of their
                  Shares. See "Dividends, Capital Gains and Taxes."

MANDATORY REDEMPTION BY THE FUND

                  The LLC Agreement provides that the Fund may redeem Shares of
a Shareholder or any person acquiring Shares from or through a Shareholder under
certain circumstances, including if: ownership of the Shares by the Shareholder
or other person will cause the Fund to be in violation of certain laws;
continued ownership of the Shares may adversely affect the Fund; any of the
representations and warranties made by a Shareholder in connection with the
acquisition of the Shares was not true when made or has ceased to be true; or it
would be in the best interests of the Fund to repurchase the Shares.
Shareholders whose Shares are redeemed by the Fund will not be entitled to a
return of any amount of sales load that was charged in connection with the
Shareholder's purchase of the Shares.

                         CALCULATION OF NET ASSET VALUE

                  The Fund sells its Shares at their offering price, which is
equal to the "net asset value" per Share, plus the applicable sales load
described in the "Summary of Fund Expenses" on page 1. The net asset value of
the Fund will be computed as of the close of business on the following days: (i)
the last day of each fiscal year which is also the last day of each taxable year
(March 31), (ii) the day preceding the date as of which any Shares of the Fund
are purchased, or (iii) any day as of which the Fund repurchases any Shares. The
Fund's net asset value is the value of the Fund's assets less its liabilities,
and its net asset value per Share equals that net asset value divided by the
number of then issued and outstanding Shares.

                  In computing net asset value, the Fund will value interests in
Underlying Funds at their fair value in accordance with procedures adopted by
the Board, which the Board has determined will ordinarily be the values of those
interests as determined by the Underlying Fund Managers of the Underlying Funds
in accordance with policies established by the Underlying Funds. Other
securities and assets of the Fund (including securities and other investments
held by Segregated Accounts) will be valued at market value, if market
quotations are readily available, or will be valued at fair value as determined
in good faith by the Board or in accordance with procedures adopted by the
Board. Expenses of the Fund and its liabilities (including the amount of any
borrowings) are taken into account for purposes of computing net asset value.

                  The Fund's procedures adopted by the Board are designed to
provide the Board with monthly information from the Underlying Funds on which
the Fund may reliably determine the value of its investment in Underlying Funds
and its month-end net asset value. The Fund typically receives information from
the Underlying Funds, as of month-end, within 15 business days after month-end.

                  As a general matter, the fair value of the Fund's interest in
an Underlying Fund will represent the amount that the Fund could reasonably
expect to receive from an Underlying Fund if the Fund's interests were redeemed
at the time of valuation, based on information reasonably available at the time
the valuation is made and that the Fund believes to be reliable. In the unlikely
event that an Underlying Fund does not report a month-end value to the Fund on a
timely basis, the Fund would determine the fair value of such Underlying Fund
based on the most recent value reported by the Underlying Fund, as well as any
other relevant information available at the time the Fund determines its net
asset value. Using the nomenclature of the hedge fund industry, any values
reported as "estimated" or "final" values will reasonably reflect market values
of securities for which market quotations are available or fair value as of the
Fund's valuation date.

                  Prior to investing in any Underlying Fund, the Sub-Adviser
will conduct a due diligence review of the valuation methodology used by the
Underlying Fund, which as a general matter will utilize market values when
available, and otherwise utilize fair value principles that the Sub-Adviser
reasonably believes to be consistent with those used by the Fund for valuing its
own investments.

                  The Sub-Adviser monitors all Underlying Funds and compares the
individual monthly results of each Underlying Fund with that of other private
hedge fund managers that use the same type of investment strategy. In the
unusual circumstance where an Underlying Fund's performance is not in line with
its peer group, the Sub-Adviser will contact the Underlying Fund's investment
manager and attempt to find a logical and reasonable explanation for the
disparity in returns. Any outlying results, either positive or negative, are
followed up with the Underlying Fund's investment manager to determine the cause
and to see if further review of the situation is required. If, based on relevant
information available to the Sub-Adviser at the time the Fund values its
portfolio, the Sub-Adviser concludes that the value provided by the Underlying
Fund does not represent the fair value of the Fund's interests in the Underlying
Fund, the Sub-Adviser will take steps to recommend a fair value for the Fund's
interests in the Underlying Fund to the Fund's Board for its consideration.

                  Prospective investors should be aware that there can be no
assurance that the fair values of interests in Underlying Funds as determined
under the procedures described above will in all cases be accurate to the extent
that the Fund, the Board and the Sub-Adviser do not generally have access to all
necessary financial and other information relating to the Underlying Funds to
determine independently the net asset values of those funds. The Board's results
in accurately fair valuing securities whose market value is not readily
ascertainable are subject to inaccuracies and that its valuation of portfolio
positions could have an adverse effect on the Fund's net assets if its judgments
regarding appropriate valuations should prove incorrect.

                       DIVIDENDS, CAPITAL GAINS AND TAXES

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

                  Dividends. The amount of any dividends the Fund pays may vary
over time, depending on market conditions, the composition of the Fund's
investment portfolio, the expenses borne by the Fund's Shares, any distributions
made to the Fund by the Underlying Funds or Segregated Accounts and applicable
distribution requirements imposed on the Fund by Subchapter M under the Code.
Nonetheless, the Fund cannot guarantee that it will pay any dividends or other
distributions.

                  Capital Gains Distributions. An Underlying Fund may realize
capital gains on the sale of portfolio securities. If it does, the Fund may make
distributions out of any net short-term capital gains (taxable at ordinary
income rates) or long-term capital gains, normally in December of each year. The
Fund may make supplemental distributions of dividends and capital gains
following the end of its fiscal year. There can be no assurance that the Fund
will pay any capital gains distributions in a particular year.

                  Choice for Receiving Distributions. When you open your
account, specify on your application how you want to receive your dividends and
distributions. There are two options available:

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

     o Receive All  Distributions  in Cash. You can elect to receive a check for
all dividends and capital gains distributions.

                  Under the reinvestment program, additional Fund Shares will be
issued to a Shareholder, on the distribution payment date, in an amount equal to
the amount of the cash distribution that the Shareholder would have otherwise
received for the distribution. Unless you provide specific instructions as to
the method of payment, dividends and distributions will be automatically
reinvested, without sales charge, in additional full and fractional Shares of
the Fund.

                  Unless you inform the Fund otherwise, you will be enrolled
automatically in the reinvestment program. You may, at any time, elect to have
dividends or distributions paid in cash, rather than reinvested in additional
Fund Shares (provided that a minimum account balance of $50,000, as of the date
that the Fund values Shares for repurchase, is maintained). If you wish to opt
out of the program and to receive your dividends and distributions in cash, or
for additional information about this program, please contact OppenheimerFunds
Services at 1.800.858.9826. Shareholders who held Shares prior to July 1, 2005
will be enrolled in this program unless they elect otherwise as just described.
This program may not be available for accounts held through certain financial
intermediaries. Dividends and distributions are taxable to Shareholders, as
discussed below, whether they are reinvested in Shares of the Fund or received
in cash.

                                      TAXES

                  Prior to July 1, 2005, the Fund was treated as a partnership
for Federal income tax purposes. As of that date, however, the Fund elected to
be taxed as a corporation and intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code (the "Tax Conversion"),
so that the Fund is no longer treated as a partnership for Federal tax purposes.
(The election of the Fund to be taxed as a corporation for Federal income tax
purposes should not be a taxable event to the Shareholders.)

                  The following is a summary of certain aspects of the income
taxation of the Fund and its Shareholders that should be considered by
investors, including those investors who were investors in the Fund prior to the
Tax Conversion. The Fund has not sought a ruling from the Internal Revenue
Service (the "IRS") or any other Federal, state or local agency with respect to
any of the tax issues affecting the Fund, nor has it obtained an opinion of
counsel with respect to any Federal tax issues other than the characterization
of the Fund as a partnership for Federal income tax purposes prior to the Tax
Conversion.

                  This summary of certain aspects of the Federal income tax
treatment of the Fund is based upon the Code, judicial decisions, Treasury
Regulations (the "Regulations") and rulings in existence on the date hereof, all
of which are subject to change. This summary does not discuss the impact of
various proposals to amend the Code that could change certain of the tax
consequences of an investment in the Fund for investors who were investors prior
to the Tax Conversion. This summary also does not discuss all of the tax
consequences that may be relevant to a particular investor or to certain
investors subject to special treatment under the Federal income tax laws, such
as insurance companies.

                  Investors should consult with their own tax advisers in order
fully to understand the Federal, state, local and foreign income tax
consequences of an investment in the Fund.

                  In addition to the particular matters set forth in this
section, tax-exempt organizations should review carefully those sections of this
prospectus and the SAI regarding liquidity and other financial matters to
ascertain whether the investment objectives of the Fund are consistent with
their overall investment plans. Tax-exempt investors who were investors prior to
the Tax Conversion are urged to consult their own counsel regarding their
investment in the Fund.

                  Unless otherwise indicated, references in the following
discussion of the tax consequences of Fund investments, activities, income, gain
and loss, include the direct investments, activities, income, gain and loss of
the Fund, and those indirectly attributable to the Fund as a result of it being
an investor in Underlying Funds.

TAX TREATMENT AFTER THE TAX CONVERSION

                  The Fund intends to qualify as a regulated investment company
under Subchapter M of the Internal Revenue Code. In each year that the Fund so
qualifies, it will pay no federal income tax on the earnings or capital gains it
distributes to its Shareholders. This avoids a "double tax" on that income and
capital gains, since Shareholders normally will be taxed on the dividends and
capital gains they receive from the Fund (unless their Fund Shares are held in a
retirement account or the shareholder is otherwise exempt from tax). Tax-exempt
U.S. investors will not incur unrelated business taxable income as a result of a
leveraged investment by the Fund. If, however, a tax-exempt investor finances
its investment in the Fund with debt, the dividend income paid by the Fund and
generally any gain realized on the sale of Fund Shares would give rise to
unrelated business taxable income to such tax-exempt investor. The Sub-Adviser
shall be responsible for reviewing, analyzing and interpreting the format and
content of the compliance reports, and shall be responsible for assessing
whether Fund is in compliance with applicable requirements under Subchapter M of
the Code.

                  You should be aware of the following tax implications of
investing in the Fund:

o                 Whether tax-exempt investors receive them in cash or reinvest
                  them, dividends and capital gains distributions may be subject
                  to state and local taxes.
o                 Dividends paid from net investment income and short-term
                  capital gains are taxable as ordinary income. For taxable
                  years beginning on or before December 31, 2010, dividends paid
                  from net investment taxable income that are designated by the
                  Fund as being derived from "qualified dividend income" are
                  taxable to individuals at the rates applicable to long-term
                  capital gains. Distributions of the Fund's long-term capital
                  gains are taxable as long-term capital gains. It does not
                  matter how long you have held your Shares.
o                 Every calendar year the Fund will send you and the IRS a
                  statement showing the amount of any taxable dividends,
                  including the amount that qualifies as qualified dividend
                  income, and other distributions the Fund paid to you in the
                  previous calendar year. The tax information the Fund sends you
                  will separately identify any long-term capital gains
                  distribution the Fund paid to you.
o                 Because the Fund's Share prices fluctuate, you may have a
                  capital gain or loss when your Shares are repurchased. A
                  capital gain or loss is the difference between the price you
                  paid for the Shares and the price you received when they were
                  accepted for repurchase or exchange. Generally, when Shares of
                  the Fund you have tendered are repurchased, you must recognize
                  any capital gain or loss on those Shares. Capital gains will
                  be long-term or short-term depending on how long you have held
                  the Shares.
o                 If you buy Shares on the date or just before the date the Fund
                  declares a capital gains distribution, a portion of the
                  purchase price for the Shares will be returned to you as a
                  taxable distribution.
o                 You should review the more detailed discussion of federal
                  income tax considerations in the SAI.

                  Returns of Capital Can Occur. In certain cases, distributions
made by the Fund may be considered a non-taxable return of capital to
shareholders. This may occur when the Fund makes a distribution that is in
excess of its current income or capital gains. The Fund will identify returns of
capital in shareholder notices.

                  Subchapter M Requirements. Satisfaction of the various tests
that must be met to maintain the Fund's tax status as a regulated investment
company under Subchapter M of the Code requires significant support from the
Underlying Funds. In addition, as a related matter, the Fund is required each
December to make certain "excise tax" calculations based on income and gain
information that must be obtained from the Underlying Funds. The risks of not
receiving accurate information from the Underlying Funds are failing to satisfy
the Subchapter M qualification tests and incurring the excise tax on
undistributed income.

TAX TREATMENT OF FUND OPERATIONS PRIOR TO THE TAX CONVERSION

                  Classification of the Fund. The Fund received an opinion of
counsel that under the provisions of the Code and the Regulations, as in effect
on the date of the opinion, as well as under the relevant authority interpreting
the Code and the Regulations, and based upon certain representations of the
Board, the Fund was treated as a partnership for Federal income tax purposes and
not as an association taxable as a corporation.

                  Under Section 7704 of the Code, "publicly traded partnerships"
are generally treated as corporations for Federal income tax purposes. A
publicly traded partnership is any partnership the Shares in which are traded on
an established securities market or which are readily tradable on a secondary
market (or the substantial equivalent thereof). Shares will not be and have not
been traded on an established securities market. Regulations concerning the
classification of partnerships as publicly traded partnerships (the "Section
7704 Regulations") provide certain safe harbors under which interests in a
partnership will not be considered readily tradable on a secondary market (or
the substantial equivalent thereof). The Fund may not be eligible for any of
those safe harbors. In particular, it will not qualify and has not qualified
under the private placement safe harbor set forth in the Section 7704
Regulations if the Fund has more than 100 Shareholders.

                  The Section 7704 Regulations specifically provide that the
fact that a partnership does not qualify for the safe harbors is disregarded for
purposes of determining whether Shares in a partnership are readily tradable on
a secondary market (or the substantial equivalent thereof). Rather, in this
event the partnership's status is examined under a general facts and
circumstances test set forth in the Section 7704 Regulations. Counsel also has
rendered its opinion that, under this "facts and circumstances" test, and based
upon the anticipated operations of the Fund as well as the legislative history
to Section 7704, the text of the Section 7704 Regulations and certain
representations of the Fund, the Fund Shares will not be and have not been
readily tradable on a secondary market (or the substantial equivalent thereof)
and, therefore, that the Fund will not be and has not been treated as a publicly
traded partnership taxable as a corporation.

                  Neither of the opinions of counsel described above, however,
is binding on the IRS or the courts. If it were determined that the Fund should
be treated as an association or a publicly traded partnership taxable as a
corporation for Federal income tax purposes (as a result of a successful
challenge to such opinions by the IRS, changes in the Code, the Regulations or
judicial interpretations thereof, a material adverse change in facts, or
otherwise), the taxable income of the Fund would be subject to corporate income
tax when recognized by the Fund; distributions of such income, other than in
certain repurchases of Shares, would be treated as dividend income when received
by Fund investors to the extent of the current or accumulated earnings and
profits of the Fund; and Fund investors would not be entitled to report profits
or losses realized by the Fund.

                  Prior to the Tax Conversion, the Fund's treatment as a
partnership for Federal income tax purposes, did not subject the Fund itself to
Federal income tax. The Fund will file an annual partnership information return
for 2006 with the IRS which reports the results of its operations as a
partnership. Each investor who was an investor prior to the Tax Conversion, is
required to report separately on its income tax return its distributive share of
the Fund's net long-term capital gain or loss, net short-term capital gain or
loss and all other items of ordinary income or loss. Each Shareholder is taxed
on its distributive share of the Fund's taxable income and gain regardless of
whether it has received or will receive a distribution from the Fund. For a more
detailed discussion of certain aspects of the income taxation of the Fund and
its investments under Federal and state law prior to the Tax Conversion, see
"Tax Aspects - Tax Treatment before the Tax Conversion" in the SAI.

                            DISTRIBUTION ARRANGEMENTS

GENERAL

                  The Distributor acts as the distributor of Shares on a best
efforts basis, subject to various conditions, pursuant to the terms of a General
Distributor's Agreement entered into with the Fund. Shares may be purchased
through the Distributor or through brokers or dealers that have entered into
selling agreements with the Distributor. The Fund is not obligated to sell to a
broker or dealer any Shares that have not been placed with Qualified Investors
that meet all applicable requirements to invest in the Fund. The Distributor
maintains its principal office at 6803 South Tucson Way, Centennial, Colorado
80112, and is an affiliate of the Adviser and the Sub-Adviser.

                  Shares will be offered and may be purchased on a monthly
basis, or at such other times as may be determined by the Board. Neither the
Distributor nor any other broker or dealer is obligated to buy from the Fund any
of the Shares. The Distributor does not intend to make a market in Shares. The
Fund has agreed to indemnify the Distributor and its affiliates and certain
other persons against certain liabilities under the Securities Act.

PURCHASE TERMS

                  Shares are being offered only to Qualified Investors that meet
all requirements to invest in the Fund. The minimum initial investment in the
Fund by an investor is $50,000 (including the applicable sales load). Subsequent
investments must be at least $5,000 (including the applicable sales load). These
minimums may be modified by the Fund from time to time. Shares are sold subject
to a sales load, described in the "Summary of Fund Expenses," on page 1 of this
prospectus.

                  Under a Right of Accumulation, the amount of each additional
investment in the Fund by such a Shareholder will be aggregated with the amount
of the Shareholder's initial investment and any other additional investments in
the Fund (net of the value of all Shares held by the Shareholder repurchased by
the Fund) in determining the applicable sales load. A Right of Accumulation also
permits an investor's investment in the Fund to be combined with investments
made by the investor's spouse, or for individual accounts, joint accounts of the
investor, and for trust or custodial accounts on behalf of the investor's
children who are minors. 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 the current offering price, of Shares previously purchased and
currently owned to the value of Shares currently purchased to determine the
sales load rate that applies. The reduced sales load will apply only to current
purchases. An investor must request the reduced sales load when making an
investment. For purposes of determining the sales load for your investments in
the Fund, the Right of Accumulation privileges do not apply to investments in
other funds managed by OppenheimerFunds, Inc. or its affiliates. The Fund no
longer honors Letters of Intent.

                  The sales load may also be reduced or waived in certain cases
with respect to purchases of Shares by certain purchasers, including: persons
affiliated with the Adviser (or with its affiliates); brokers and dealers that
use Shares in connection with investment products they offer or that sell Shares
to defined contribution plans for which the broker or dealer provides
administration services; and certain retirement plans and deferred compensation
plans. For further information, see Appendix A of the SAI. To be eligible to
receive a reduction or waiver of the sales load or special sales load rate
applicable under the right of accumulation, an investor must advise the
Distributor or the selling broker or dealer when making an investment.

                  The full amount of the sales load is reallowed by the
Distributor to selling brokers and dealers. In addition, the Distributor (or one
of its affiliates) may pay from its own resources additional compensation to
brokers and dealers of up to 1% of the value of Shares sold by such brokers and
dealers. The maximum underwriting compensation to be paid to underwriters and
related persons in connection with the initial offering of Shares will not
exceed 8% of the initial gross proceeds of Shares sold. Such compensation
consists of the maximum sales load of 2.5% and the 1% additional compensation
described above. The Adviser in its discretion and from its own assets may pay
to certain broker-dealers and certain financial advisers in respect of their
customers' investments in the Fund an additional amount not to exceed 0.50% (on
an annualized basis) of the aggregate value of outstanding Shares held by such
customers.

                  Prospective investors should be aware that these payments
could create incentives on the part of the brokers and dealers to more
positively consider the Fund relative to investment funds for which those
parties are not eligible for payments of this nature (or for which only smaller
payments are made). Additional detail regarding these payments may be obtained
directly from your financial representative.

                  All investor funds for the purchase of Shares will be
deposited in an escrow account maintained by PFPC, as escrow agent, at PNC Bank,
Delaware, for the benefit of the investors without interest. Absent unusual
circumstances, escrowed funds will be deposited by noon on the next business day
after receipt by the Fund or by the Distributor. The full amount of an
investment is payable in federal funds, which must be received by the
Distributor not later than fourteen calendar days prior to the beginning of a
month if payment is made by check or four business days prior to the beginning
of a month if payment is sent by wire. The escrowed monies will be invested in
the Fund on a monthly basis once an investor's investment is accepted by the
Fund. If an investor's subscription to purchase shares is not accepted by the
Fund, the investor's funds will be returned to the investor.

                  Before an investor may invest in the Fund, the Distributor or
the investor's sales representative will require a certification from the
investor that it is a Qualified Investor and meets other requirements for
investment, and that the investor will not transfer its Shares except in the
limited circumstances permitted under the LLC Agreement. The form of investor
certification that each investor will be asked to sign is contained in Appendix
A of this prospectus. An investor's certification must be received by the
Distributor, along with its payment as described above, otherwise an investor's
order will not be accepted.

                  The LLC Agreement is contained in Appendix B of this
prospectus. Each new investor will agree to be bound by all of its terms by
executing the investor certification form.

                  Each Share of the Fund represents an interest in the Fund
proportionately equal to the interest of each other Share. Each Share has one
vote at Shareholder meetings, with fractional Shares voting proportionally, on
matters submitted to the vote of Shareholders. There are no cumulative voting
rights. The Fund's Shares do not have pre-emptive or conversion or redemption
provisions. In the event of a liquidation of the Fund, Shareholders are entitled
to share pro rata in the net assets of the Fund available for distribution to
Shareholders after all expenses and debts have been paid.

                  Patriot Act Anti-Money Laundering Requirements. The USA
Patriot Act (the "Patriot Act"), requires all financial institutions to obtain,
verify, and record information that identifies each person or entity that opens
an account. The Patriot Act is intended to prevent the use of the U.S. financial
system in furtherance of money laundering, terrorism or other illicit
activities. When you open an account, the Fund may request information,
including your name, your date of birth (for a natural person), your residential
street address or principal place of business, your Social Security Number or
Employer Identification Number, or other government issued identification.
Additional information may be required in certain circumstances or to open
corporate accounts. The Fund or the Transfer Agent may use the information to
verify the identity of investors or the status of financial advisers and may
reject purchase orders or redeem any amounts in the Fund if they are unable to
do so. The Fund may also place limits on account transactions while it is in the
process of attempting to verify your identity. It is the Fund's policy to
cooperate fully with appropriate regulators in any investigations conducted with
respect to potential money laundering, terrorism or other illicit activities.





                          TABLE OF CONTENTS OF THE SAI

INVESTMENT POLICIES AND PRACTICES

REPURCHASES, MANDATORY REDEMPTIONS AND TRANSFERS OF SHARES

BOARD OF DIRECTORS AND OVERSIGHT COMMITTEES

INVESTMENT ADVISORY SERVICES

CONFLICTS OF INTEREST

TAX ASPECTS

ERISA CONSIDERATIONS

BROKERAGE

DISTRIBUTION ARRANGEMENTS

PAYMENTS TO FUND INTERMEDIARIES

VALUATION OF ASSETS

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND LEGAL COUNSEL

CUSTODIAN

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

SUMMARY OF LLC AGREEMENT

FUND ADVERTISING AND SALES MATERIAL

NO LETTER OF INTENT; LIMITED RIGHT OF ACCUMULATION

FINANCIAL STATEMENTS

APPENDIX A - SALES LOAD WAIVERS





                                                                   APPENDIX A

                             INVESTOR CERTIFICATION

     I hereby certify that I am: (A) a natural person,  who either  individually
or together  with my spouse has a net worth* in excess of $1.5 million (the "Net
Worth  Requirement");  (B)  an  irrevocable  trust  that  meets  the  Net  Worth
Requirement;  (C) a revocable  trust and each grantor of the trust meets the Net
Worth  Requirement;  (D) an employee  benefit plan (a "Plan") that meets the Net
Worth  Requirement;  (E) a  participant-directed  Plan and the person making the
investment  meets the Net Worth  Requirement;  (F) a  corporation,  partnership,
limited  liability  company or other entity that meets the Net Worth Requirement
that  is not (i) a  registered  investment  company,  (ii) an  entity  which  is
excluded from the  definition  of  Investment  Company under Section 3(a) of the
Investment  Company  Act of  1940  based  on  Section  3(c)(1)  because  it is a
non-publicly  offered entity whose securities are beneficially owned by not more
than 100  persons,  or (iii) a business  development  company;  or (G) an entity
referred to in clause  F(i),  (ii) or (iii)  above,  not formed for the specific
purpose  of  investing  in the Fund and each  equity  owner  meets the Net Worth
Requirement.

     I understand  that it may be a violation of state and federal law for me to
provide  this  certification  if I know  that it is not  true.  I have  read the
prospectus  of the Fund,  including  the  investor  qualification  and  investor
suitability provisions contained therein. I understand that an investment in the
Fund  involves  a  considerable  amount  of  risk  and  that  some or all of the
investment may be lost. I understand  that an investment in the Fund is suitable
only for investors who can bear the risks associated with the limited  liquidity
of the investment and should be viewed as a long-term investment.

     I am aware of the Fund's  incentive  allocation and limited  provisions for
transferability  and  withdrawal  and have  carefully  read and  understand  the
"Incentive  Fee"  and   "Redemptions,   Repurchases  of  Shares  and  Transfers"
provisions in the prospectus.

     I am NOT (A) a  non-resident  alien or (B) a foreign  corporation,  foreign
partnership,  foreign trust or foreign estate (as those terms are defined in the
Internal  Revenue  Code of 1986,  as amended,  the "Code") for  purposes of U.S.
Federal income  taxation.  I agree to notify the Fund within 60 days of the date
that I become a foreign person or entity.  I further  certify that my name, U.S.
tax  identification  number,  home  address (in the case of an  individual)  and
business address (in the case of an entity), as they appear in your records, are
true and correct.  I further certify that I am NOT subject to backup withholding
because  either (1) I am exempt  from  backup  withholding,  (2) I have not been
notified by the  Internal  Revenue  Service  ("IRS") that I am subject to backup
withholding as a result of a failure to report all interest or  dividends,**  or
(3) the IRS has notified me that I am no longer subject to backup withholding. I
make these  certifications under penalty of perjury and understand that they may
be  disclosed to the IRS by the Fund and that any false  statement  contained in
this paragraph could be punished by fine and/or imprisonment.

     If I am the fiduciary  executing  this Investor  Certificate on behalf of a
Plan (the  "Fiduciary"),  I represent  and warrant  that I have  considered  the
following with respect to the Plan's  investment in the Fund and have determined
that, in review of such  considerations,  the investment is consistent  with the
Fiduciary's  responsibilities  under the Employee Retirement Income Security Act
of 1974, as amended  ("ERISA"):  (i) the fiduciary  investment  standards  under
ERISA  in  the  context  of  the  Plan's  particular  circumstances;   (ii)  the
permissibility  of an investment  in the Fund under the documents  governing the
Plan and the Fiduciary; and (iii) the risks associated with an investment in the
Fund and the fact that I will be unable to redeem the investment.  However,  the
Fund may repurchase the investment at certain times and under certain conditions
set forth in the prospectus.

     I  understand  that  the  Fund  and  its  affiliates  are  relying  on  the
certification  and agreements  made herein in determining my  qualification  and
suitability  as an investor in the Fund. I understand  that an investment in the
Fund is not appropriate  for, and may not be acquired by, any person who cannot
make this certification,  and agree to indemnify OppenheimerFunds,  Inc. and its
affiliates  and hold harmless from any liability  that you may incur as a result
of this certification being untrue in any respect.

     By signing below, I hereby execute, as a Shareholder, and agree to be bound
by  the  terms  of  the  Fund's  Limited   Liability   Company   Agreement  (the
"Agreement"), including its Power of Attorney provisions, a form of which is set
forth in Appendix A to the  prospectus.  I have read the  Agreement  and, to the
extent I believe it necessary, have consulted with my tax and legal advisors and
understand its terms.

     NOTE:  If the  Shareholders  of a  joint  account  are  not  spouses,  both
Shareholders must sign this certification.

By:  ____________________     Print Name (and Title, if applicable): ______________________

By:  ____________________     Print Name (and Title, if applicable): ______________________






                                                                 APPENDIX B





                               OPPENHEIMER TREMONT
                              OPPORTUNITY FUND LLC

                     (A Delaware Limited Liability Company)



         FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

                            Dated as of July 1, 2005



           Two World Financial Center, 225 Liberty Street, 11th Floor
                             New York, NY 10281-1008
                                 (212) 323-0200






                                TABLE OF CONTENTS

                                                                                                               Page

ARTICLE I DEFINITIONS.............................................................................................4
ARTICLE II ORGANIZATION; ADMISSION OF MEMBERS.....................................................................4
   2.1    Formation of Limited Liability Company..................................................................4
   2.2    Name....................................................................................................4
   2.3    Principal and Registered Office.........................................................................4
   2.4    Duration................................................................................................4
   2.5    Business of the Fund....................................................................................4
   2.6    Board of Directors......................................................................................4
   2.7    Members.................................................................................................4
   2.8    [Removed and Reserved]..................................................................................4
   2.9    Organizational Member...................................................................................4
   2.10   Both Directors and Members..............................................................................4
   2.11   Limited Liability.......................................................................................4
ARTICLE III MANAGEMENT............................................................................................4
   3.1    Management and Control..................................................................................4
   3.2    Actions by the Board of Directors.......................................................................4
   3.3    Meetings of Members.....................................................................................4
   3.4    Custody of Assets of the Fund...........................................................................4
   3.5    Other Activities of Members and Directors...............................................................4
   3.6    Duty of Care............................................................................................4
   3.7    Indemnification.........................................................................................4
   3.8    Fees, Expenses and Reimbursement........................................................................4
ARTICLE IV TERMINATION OF STATUS OR REMOVAL OF DIRECTORS, TRANSFERS AND REPURCHASES...............................4
   4.1    [Removed and Reserved]..................................................................................4
   4.2    Termination of Status of a Director.....................................................................4
   4.3    Removal of a Director...................................................................................4
   4.4    Transfer of Shares......................................................................................4
   4.5    [Removed and Reserved]..................................................................................4
   4.6    Repurchase of Shares....................................................................................4
ARTICLE V CAPITAL.................................................................................................4
   5.1    [Removed and Reserved]..................................................................................4
   5.2    Rights of Members to Capital............................................................................4
   5.3    [Removed and Reserved]..................................................................................4
   5.4    [Removed and Reserved]..................................................................................4
   5.5    [Removed and Reserved]..................................................................................4
   5.6    Reserves................................................................................................4
   5.7    [Removed and Reserved]..................................................................................4
   5.8    [Removed and Reserved]..................................................................................4
   5.9    [Removed and Reserved]..................................................................................4
   5.10   Withholding.............................................................................................4
ARTICLE VI SUBCHAPTER M TRANSITION; SHARES........................................................................4
   6.1    Subchapter M Transition.................................................................................4
   6.2    Shares..................................................................................................4
ARTICLE VII DISSOLUTION AND LIQUIDATION...........................................................................4
   7.1    Dissolution.............................................................................................4
   7.2    Liquidation of Assets...................................................................................4
ARTICLE VIII ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS.........................................................4
   8.1    Accounting and Reports..................................................................................4
   8.2    [Removed and Reserved]..................................................................................4
   8.3    Valuation of Assets.....................................................................................4
ARTICLE IX MISCELLANEOUS PROVISIONS...............................................................................4
   9.1    Amendment of Limited Liability Company Agreement........................................................4
   9.2    Special Power of Attorney...............................................................................4
   9.3    Notices.................................................................................................4
   9.4    Agreement Binding Upon Successors and Assigns...........................................................4
   9.5    Applicability of 1940 Act and Form N-2..................................................................4
   9.6    Choice of Law...........................................................................................4
   9.7    Not for Benefit of Creditors............................................................................4
   9.8    Consents................................................................................................4
   9.9    Merger and Consolidation................................................................................4
   9.10   Pronouns................................................................................................4
   9.11   Confidentiality.........................................................................................4
   9.12   Certification of Non-Foreign Status.....................................................................4
   9.13   Severability............................................................................................4
   9.14   Filing of Returns.......................................................................................4
   9.15   [Removed and Reserved]..................................................................................4
   9.16   [Removed and Reserved]..................................................................................4
   9.17   Use of Names "Oppenheimer" and "Tremont"................................................................4






                    OPPENHEIMER TREMONT OPPORTUNITY FUND LLC
         FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT


                  THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT of Oppenheimer Tremont Opportunity Fund LLC (the "Fund") is amended
and restated as of July 1, 2005, to become effective upon the effective date of
the Fund's Subchapter M Transition (as defined herein).

                  WHEREAS, the Fund has been formed as a limited liability
company under the Delaware Limited Liability Company Act pursuant to an initial
Certificate of Formation dated and filed with the Secretary of State of the
State of Delaware on October 3, 2001 (as modified by a certificate of amendment
dated May 21, 2003) (the "Certificate");

                  WHEREAS, the Fund has operated since November 19, 2001
pursuant to an initial Limited Liability Company Agreement (the "Initial
Agreement") dated as of such date by and among Ronald J. Abdow, John V. Murphy
and Peter I. Wold as the Directors, OppenheimerFunds, Inc. as the Adviser and
Organizational Member, Tremont Partners, Inc., as the company designated by the
Adviser as the "Special Advisory Member" under that Initial Agreement, and those
persons thereafter admitted as Members;

                  WHEREAS, in connection with the Subchapter M Transition
contemplated by Article VI hereof, the Directors of the Fund have amended the
Initial Agreement under the authority granted them pursuant to Sections 8.1(a)
and 8.1(b) thereof, with the notice and reasonable opportunity to withdraw as a
Member contemplated by Section 8.1(b)(2) thereof having been or to be given on
or about May 18, 2005; and

                  WHEREAS, this Agreement is being amended and restated to
supersede and replace all provisions relating, directly or indirectly, to the
Fund's prior operation as a partnership for Federal tax purposes.

                  NOW, THEREFORE, for and in consideration of the foregoing and
the mutual covenants hereinafter set forth, it is hereby agreed as follows:

                                    ARTICLE I
                                   DEFINITIONS
                  For purposes of this Agreement:

Administrator                                     The person who provides
                                                  administrative services to the
                                                  Fund pursuant to an
                                                  administrative services
                                                  agreement.

Adviser

     OppenheimerFunds,  Inc., a corporation organized under Colorado law, or any
person who may hereafter serve as the investment adviser to the Fund pursuant to
an  Investment  Advisory  Agreement.  The  Adviser  also  served  as the  Fund's
Organizational Member.

Advisers Act

     The Investment  Advisers Act of 1940 and the rules,  regulations and orders
thereunder, as amended from time to time, or any successor law.

Affiliate                                         An affiliated person of a
                                                  person as such term is defined
                                                  in the 1940 Act.

Agreement                                         This First Amended and
                                                  Restated Limited Liability
                                                  Company Agreement, as amended
                                                  from time to time.

Board of Directors The Board of Directors established pursuant to Section 2.6.

Certificate                                       The Certificate of Formation
                                                  of the Fund and any amendments
                                                  thereto as filed with the
                                                  office of the Secretary of
                                                  State of the State of
                                                  Delaware.

Closing Date                                      The first date on or as
                                                  of which a person other than
                                                  an Organizational Member was
                                                  admitted to the Fund as a
                                                  Member.

Code                                              The U.S. Internal Revenue Code
                                                  of 1986, as amended, and as
                                                  hereafter amended from time to
                                                  time, or any successor law.

Delaware Act

     The Delaware Limited  Liability Company Act as in effect on the date hereof
and as amended from time to time, or any successor law.

Director                                          An individual designated as a
                                                  Director of the Fund pursuant
                                                  to the provisions of Section
                                                  2.6 hereof and who serves on
                                                  the Board of Directors of the
                                                  Fund.

Fiscal Period

     The period  commencing  on the Closing  Date,  and  thereafter  each period
commencing on the day immediately following the last day of the preceding Fiscal
Period,  and  ending  at the  close  of  business  on the  first to occur of the
following dates:

                                                  1. the last day of a Fiscal
                                                  Year;

                                                  2. the last day of a taxable
                                                  year (if the same differs from
                                                  the Fiscal Year);

                                                  3. the day preceding any day
                                                  as of which the Fund issues
                                                  Shares under any paragraph of
                                                  Section 6.2 hereof; or

                                                  4. any day on which the Fund
                                                  repurchases the Shares of a
                                                  Member.

Fiscal Year

     The period  originally  commencing  on the Closing Date and ending on March
31, 2002,  and  thereafter  each period  commencing  on April 1 of each year and
ending  on  March  31 of the  next  succeeding  year  (or on the date of a final
distribution  pursuant  to Section  7.2  hereof),  unless and until the Board of
Directors shall elect another fiscal year for the Fund.

Form N-2

     The Fund's Registration Statement on Form N-2 filed with the Securities and
Exchange Commission, as amended from time to time.

Fund                                              The limited liability company
                                                  governed hereby, as such
                                                  limited liability company may
                                                  from time to time be
                                                  constituted.

Incentive Fee

     The  Incentive  Fee  or  Fees  contemplated  by  the  Investment   Advisory
Agreement,  such  Incentive  Fee or  Fees  to be more  fully  described  in that
Agreement and the Form N-2. The Incentive  Fee  supersedes  and replaces in full
the "Incentive Allocation" contemplated under the Initial Agreement.

Independent Directors

     Those Directors who are not  "interested  persons" of the Fund as such term
is defined by the 1940 Act.

Initial Agreement

     The  predecessor  to this First  Amended  and  Restated  Limited  Liability
Company Agreement, as initially executed on November 19, 2001.

Initial Director

     John V.  Murphy,  the person who  directed  the  formation  of the Fund and
served as the sole initial Director.

Investment Advisory Agreement

     A separate written agreement entered into by the Fund pursuant to which the
Adviser provides investment advisory services to the Fund.

Sub-Adviser

     Tremont  Partners,  Inc.,  a  Delaware  corporation,  or any person who may
hereinafter serve as the sub-adviser of the Fund.

Member

     Any person who shall have been admitted to the Fund as a member  (including
any Director in such person's capacity as a member of the Fund but excluding any
Director  in such  person's  capacity  as a Director of the Fund) until the Fund
repurchases  all Shares held by such person  pursuant to Section 4.6 hereof or a
substituted  member or members are  admitted  with respect to all Shares held by
such person pursuant to Section 4.4 hereof; such term includes the Adviser or an
Affiliate of the Adviser to the extent the Adviser (or such Affiliate) purchases
or holds Shares and shall have been admitted to the Fund as a member,  but shall
not include the "Special  Advisory Member" in its capacity as such  contemplated
by the Initial Agreement.  From time to time, Members may also be referred to as
"Shareholders."

Net Assets

     The total  value of all  assets of the  Fund,  less an amount  equal to all
accrued debts, liabilities and obligations of the Fund, calculated before giving
effect to any repurchases of Shares.

1940 Act

     The Investment  Company Act of 1940 and the rules,  regulations  and orders
thereunder, as amended from time to time, or any successor law.

Organizational Member

The meaning given such term in the definition of Adviser.

Underlying Funds

     Investment funds in which the Fund's assets are invested from time to time.

Underlying Fund Managers

     The  organizations  that  manage and direct the  investment  activities  of
Underlying Funds or are retained to manage and invest designated portions of the
Fund's assets from time to time.

Securities

     Securities  (including,  without  limitation,  equities,  debt obligations,
options,  and other  "securities" as that term is defined in Section 2(a)(36) of
the 1940 Act) and any contracts for forward or future  delivery of any security,
debt obligation or currency, or commodity,  all types of derivative  instruments
and  financial  instruments  and any  contracts  based on any  index or group of
securities,  debt  obligations or currencies,  or  commodities,  and any options
thereon.

Shares

     Shares refer to the  transferable  units of interest  into which the Fund's
limited  liability  company  interests  shall be  divided  from time to time and
include fractions of Shares as well as whole Shares. Shares include those Shares
issued as a result of the redenomination of the "Interests" previously issued by
the Fund under the Initial  Agreement  (including  the  Interest of the "Special
Advisory Member" under that Initial Agreement), such redenomination to have been
effected in connection with the Subchapter M Transition.

Subchapter M Transition

     That close of the Fund's books as a partnership for Federal tax purposes to
occur on (or on the day before) the effective date of the Fund's  election to be
treated as a corporation for Federal tax purposes.

Transfer                                          The assignment, transfer,
                                                  sale, encumbrance, pledge or
                                                  other disposition of any one
                                                  or more Shares, including any
                                                  right to receive any
                                                  allocations and distributions
                                                  attributable to any one or
                                                  more Shares.

Valuation Date

     The date as of which  the Fund is  directed  by the Board of  Directors  to
determine the value of its Net Assets,  which shall include,  but not be limited
to any date as of which the Fund values Shares for purposes of  determining  the
price at which  the  Shares  are to be  purchased  by the Fund in an offer  made
pursuant to Section 4.6 hereof.


                                   ARTICLE II
                       ORGANIZATION; ADMISSION OF MEMBERS

2.1      Formation of Limited Liability Company

         The Fund was formed as a limited liability company at the direction of
the Initial Director who authorized the filing of the Certificate, which actions
were ratified by the execution of the Initial Agreement. The Board of Directors
shall execute and file in accordance with the Delaware Act any amendment to the
Certificate and shall execute and file with applicable governmental authorities
any other instruments, documents and certificates that, in the opinion of the
Fund's legal counsel, may from time to time be required by the laws of the
United States of America, the State of Delaware or any other jurisdiction in
which the Fund shall determine to do business, or any political subdivision or
agency thereof, or that such legal counsel may deem necessary or appropriate to
effectuate, implement and continue the valid existence and business of the Fund.

2.2      Name

         The name of the Fund shall be "Oppenheimer Tremont Opportunity Fund
LLC" or such other name as the Board of Directors may hereafter adopt upon (i)
causing an appropriate amendment to the Certificate to be filed in accordance
with the Delaware Act and (ii) taking such other actions as may be required by
law.

2.3      Principal and Registered Office

         The Fund shall have its principal office at Two World Financial Center,
225 Liberty Street, 11th Floor, New York, New York 100281-1008, or at such other
place designated from time to time by the Board of Directors.

         The Fund shall have its registered office in Delaware at 615 South
DuPont Highway, Dover, Delaware 19901, and shall have National Corporate
Research, Ltd. as its registered agent for service of process in Delaware,
unless a different registered office or agent is designated from time to time by
the Board of Directors.

2.4      Duration

         The term of the Fund commenced on the filing of the Certificate with
the Secretary of State of Delaware and shall continue until the Fund is
dissolved pursuant to Section 6.1 hereof. The existence of the Fund as a
separate legal entity shall continue until cancellation of the Certificate as
provided in the Delaware Act.

2.5      Business of the Fund

         (a) The business of the Fund is to purchase, sell (including short
sales), invest and trade in Securities, on margin or otherwise, and to engage in
any financial or derivative transactions relating thereto or otherwise.
Notwithstanding any provision of this Agreement to the contrary, the Fund, and
each Director on behalf of the Fund, may execute, deliver and perform all
contracts, agreements, subscription documents and other undertakings and engage
in all activities and transactions as may in the opinion of the Board of
Directors be necessary or advisable to carry out its objective or business.

         (b) The Fund shall operate as a closed-end, non-diversified, management
investment company in accordance with the 1940 Act and subject to any
fundamental policies and investment restrictions as may be adopted by the Board
of Directors and in accordance with the 1940 Act.

2.6      Board of Directors

         (a) By signing this Agreement or signing an investor application or
certification in connection with the purchase of Shares, a Member admitted on
the Closing Date was deemed to have voted for the election of each of the
Directors designated by the Organizational Member to serve as Directors on the
Board of Directors prior to the Closing Date. After the Closing Date, the Board
of Directors may, subject to the provisions of paragraphs (a) and (b) of this
Section 2.6 with respect to the number of and vacancies in the position of
Director and the provisions of Section 3.3 hereof with respect to the election
of Directors to the Board of Directors by Members, designate any person who
shall agree to be bound by all of the terms of this Agreement as a Director. The
names and mailing addresses of the Directors shall be set forth in the books and
records of the Fund. The number of Directors shall be fixed from time to time by
the Board of Directors.

         (b) Subject to any maximum term of service, required age of retirement
or similar limitation that the Board of Directors may establish from time to
time, each Director shall serve on the Board of Directors for the duration of
the term of the Fund, unless his or her status as a Director shall be sooner
terminated pursuant to Section 4.2 hereof. In the event of any vacancy in the
position of Director, the remaining Directors may appoint an individual to serve
in such capacity, so long as immediately after such appointment at least
two-thirds (2/3) of the Directors then serving would have been elected by the
Members. The Board of Directors may call a meeting of Members to fill any
vacancy in the position of Director, and shall do so within 60 days after any
date on which Directors who were elected by the Members cease to constitute a
majority of the Directors then serving on the Board of Directors.

         (c) In the event that no Director remains to continue the business of
the Fund, the Adviser shall promptly call a meeting of the Members, to be held
within 60 days after the date on which the last Director ceased to act in that
capacity, for the purpose of determining whether to continue the business of the
Fund and, if the business shall be continued, of electing the required number of
Directors to the Board of Directors. If the Members shall determine at such
meeting not to continue the business of the Fund or if the required number of
Directors is not elected within 60 days after the date on which the last
Director ceased to act in that capacity, then the Fund shall be dissolved
pursuant to Section 7.1 hereof and the assets of the Fund shall be liquidated
and distributed pursuant to Section 7.2 hereof.

2.7      Members

         The Fund may offer Shares for purchase by investors in such manner and
at such times as may be determined by the Board of Directors. All subscriptions
for Shares are subject to the receipt by the Fund or its custodian of cleared
funds on or before the acceptance date for such subscriptions in the full amount
of the subscription. Subject to the foregoing, a person may be admitted to the
Fund as a Member subject to the condition that such person shall execute an
appropriate signature page of this Agreement or an investor application or
certification form pursuant to which such Member agrees to be bound by all the
terms and provisions of this Agreement. The Board of Directors may in its sole
discretion reject any subscription for Shares. The Board of Directors may, in
its sole discretion, suspend the offering of the Shares at any time. The
admission of any person as a Member shall be effective upon the revision of the
books and records of the Fund to reflect the name and purchase of Shares of such
additional Member. The rights of a Member under this Agreement shall be
generally equivalent to those of a holder of the common shares issued by a
business entity organized as a corporation under Delaware law.

2.8      [Removed and Reserved]

2.9      Organizational Member

         The initial contribution of capital to the Fund by the Organizational
Member was represented by the issuance of an "Interest" having the same rights
as other "Interests" held by Members. (All Interests have been redenominated as
Shares as contemplated by Article VI hereof.)

2.10     Both Directors and Members

         A Member may at the same time be a Director and a Member, in which
event such Member's rights and obligations in each capacity shall be determined
separately in accordance with the terms and provisions of this Agreement or as
provided in the Delaware Act.

2.11     Limited Liability

         (a) Except as provided under applicable law, for any period after
completion of the Subchapter M Transition, liability for the Fund's debts,
obligations and liabilities on the part of a Member shall be limited as
specified in Section 6.2(a)(1) hereof.

         (b) Except as provided under applicable law, a Director shall not be
liable for the Fund's debts, obligations and liabilities solely by reason of
being a Director of the Fund.

                                   ARTICLE III
                                   MANAGEMENT
3.1      Management and Control

         (a) Management and control of the business of the Fund shall be vested
in the Board of Directors, which shall have the right, power and authority, on
behalf of the Fund and in its name, to exercise all rights, powers and authority
of "Managers" of a limited liability company under the Delaware Act and to do
all things necessary and proper to carry out the objective and business of the
Fund and their duties hereunder. No Director shall have the authority
individually to act on behalf of or to bind the Fund except within the scope of
such Director's authority as delegated by the Board of Directors. The parties
hereto intend that, except to the extent otherwise expressly provided herein,
(i) each Director shall be vested with the same powers, authority and
responsibilities on behalf of the Fund as are customarily vested in each
director of a Delaware corporation and (ii) each Independent Director shall be
vested with the same powers, authority and responsibilities on behalf of the
Fund as are customarily vested in each director of a closed-end management
investment company registered under the 1940 Act that is organized as a Delaware
corporation who is not an "interested person" of such company, as such term is
defined by the 1940 Act. Subject to Section 2.6(c) hereof, during any period in
which the Fund shall have no Directors, the Adviser shall continue to serve as
the Adviser to the Fund and shall have the authority to manage the business and
affairs of the Fund.

         (b) Members shall have no right to participate in and shall take no
part in the management or control of the Fund's business and shall have no
right, power or authority to act for or bind the Fund. Members shall have the
right to vote on any matters only as provided in this Agreement or on any
matters that require the approval of the holders of voting securities under the
1940 Act or as otherwise required in the Delaware Act.

         (c) The Board of Directors may delegate to any other person any rights,
power and authority vested by this Agreement in the Board of Directors to the
extent permissible under applicable law, and may appoint persons to serve as
officers of the Fund, with such titles and authority as may be determined by the
Board of Directors consistent with applicable law.

3.2      Actions by the Board of Directors

         (a) Unless provided otherwise in this Agreement, the Board of Directors
shall act only: (i) by the affirmative vote of a majority of the Directors
(including the vote of a majority of the Independent Directors if required by
the 1940 Act) present at a meeting duly called at which a quorum of the
Directors shall be present (in person or, if in person attendance is not
required by the 1940 Act, by telephone) or (ii) by unanimous written consent of
all of the Directors without a meeting, if permissible under the 1940 Act.

         (b) The Board of Directors may designate from time to time a principal
Director who shall preside at all meetings of the Board of Directors (the
"Principal Director"). Meetings of the Board of Directors may be called by the
Principal Director or by any two Directors, and may be held on such date and at
such time and place as the Board of Directors shall determine. Each Director
shall be entitled to receive written notice of the date, time and place of such
meeting within a reasonable time in advance of the meeting. Except as otherwise
required by the 1940 Act, notice need not be given to any Director who shall
attend a meeting without objecting to the lack of notice or who shall execute a
written waiver of notice with respect to the meeting. Directors may attend and
participate in any meeting by telephone except where in-person attendance at a
meeting is required by the 1940 Act. A majority of the Directors shall
constitute a quorum at any meeting.

3.3      Meetings of Members

         (a) Actions requiring the vote of the Members may be taken at any duly
constituted meeting of the Members at which a quorum is present. Meetings of the
Members may be called by the Board of Directors or by Members holding 25% or
more of the total number of votes eligible to be cast by all Members, and may be
held at such time, date and place as the Board of Directors shall determine. The
Board of Directors shall arrange to provide written notice of the meeting,
stating the date, time and place of the meeting and the record date therefor, to
each Member entitled to vote at the meeting within a reasonable time prior
thereto. Failure to receive notice of a meeting on the part of any Member shall
not affect the validity of any act or proceeding of the meeting, so long as a
quorum shall be present at the meeting, except as otherwise required by
applicable law. Only matters set forth in the notice of a meeting may be voted
on by the Members at a meeting. The presence in person or by proxy of Members
holding a majority of the total number of votes eligible to be cast by all
Members as of the record date shall constitute a quorum at any meeting. In the
absence of a quorum, a meeting of the Members may be adjourned by action of a
majority of the Members present in person or by proxy without additional notice
to the Members. Except as otherwise required by any provision of this Agreement
or of the 1940 Act, (i) those candidates receiving a plurality of the votes cast
at any meeting of Members shall be elected as Directors and (ii) all other
actions of the Members taken at a meeting shall require the affirmative vote of
Members holding a majority of the total number of votes eligible to be cast by
those Members who are present in person or by proxy at such meeting.

         (b) Each Member shall be entitled to cast at any meeting of Members
that number of votes attaching to the Member's Shares in accordance with Section
6.2(b)(6) hereof as of the record date for such meeting. The Board of Directors
shall establish a record date not less than 10 days nor more than 60 days prior
to the date of any meeting of Members to determine eligibility to vote at such
meeting and the number of votes that each Member will be entitled to cast at the
meeting, and shall maintain for each such record date a list setting forth the
name of each Member and the number of votes that each Member will be entitled to
cast at the meeting.

         (c) A Member may vote at any meeting of Members by a proxy properly
executed in writing by the Member and filed with the Fund before or at the time
of the meeting. A proxy may be suspended or revoked, as the case may be, by the
Member executing the proxy by a later writing delivered to the Fund at any time
prior to exercise of the proxy or if the Member executing the proxy shall be
present at the meeting and decide to vote in person. Any action of the Members
that is permitted to be taken at a meeting of the Members may be taken without a
meeting if consents in writing, setting forth the action taken, are signed by
Members holding a majority of the total number of votes eligible to be cast or
such greater percentage as may be required in order to approve such action.

3.4      Custody of Assets of the Fund

         The physical possession of all funds, Securities or other properties of
the Fund shall at all times, be held, controlled and administered by one or more
custodians retained by the Fund in accordance with the requirements of the 1940
Act and the rules thereunder.

3.5      Other Activities of Members and Directors

         (a) The Directors shall not be required to devote all of their time to
the affairs of the Fund, but shall devote such time as may reasonably be
required to perform their obligations under this Agreement.

         (b) Notwithstanding any provision to the contrary at law or in equity,
any Member or Director, and any Affiliate of any Member or Director, may engage
in or possess an interest in other business ventures or commercial dealings of
every kind and description, independently or with others, including, but not
limited to, acquisition and disposition of Securities, provision of investment
advisory or brokerage services, serving as directors, officers, employees,
advisors or agents of other companies, partners of any partnership, members of
any limited liability company, or Directors of any trust, or entering into any
other commercial arrangements. No Member or Director shall have any rights in or
to such activities of any other Member or Director, or any profits derived
therefrom.

3.6      Duty of Care

         (a) Neither a Director, the Adviser nor the Sub-Adviser shall be liable
to the Fund or to any of its Members for any loss or damage occasioned by any
act or omission in the performance of their services pursuant to any agreement,
including this Agreement, between a Director, the Adviser or the Sub-Adviser and
the Fund for the provision of services to the Fund unless it shall be determined
by final judicial decision on the merits from which there is no further right to
appeal that such loss is due to an act or omission of the Director, the Adviser
or the Sub-Adviser, as applicable, constituting willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the performance
of their services to the Fund.

         (b) Members not in breach of any obligation hereunder or under any
agreement pursuant to which the Member subscribed for Shares shall be liable to
the Fund, any Member or third parties only as provided under the Delaware Act.

3.7      Indemnification

         (a) To the fullest extent permitted by law, the Fund shall, subject to
Section 3.7(b) hereof, indemnify each Director (including for this purpose his
or her respective executors, heirs, assigns, successors or other legal
representatives), against all losses, claims, damages, liabilities, costs and
expenses, including, but not limited to, amounts paid in satisfaction of
judgments, in compromise, or as fines or penalties, and reasonable counsel fees,
incurred in connection with the defense or disposition of any action, suit,
investigation or other proceeding, whether civil or criminal, before any
judicial, arbitral, administrative or legislative body, in which such indemnitee
may be or may have been involved as a party or otherwise, or with which such
indemnitee may be or may have been threatened, while in office or thereafter, by
reason of being or having been a Director of the Fund or the past or present
performance of services to the Fund by such indemnitee, except to the extent
such loss, claim, damage, liability, cost or expense shall have been finally
determined in a decision on the merits in any such action, suit, investigation
or other proceeding to have been incurred or suffered by such indemnitee by
reason of willful misfeasance, bad faith, gross negligence, or reckless
disregard of the duties involved in the conduct of such indemnitee's office. The
rights of indemnification provided under this Section 3.7 shall not be construed
so as to provide for indemnification of a Director for any liability (including
liability under federal securities laws which, under certain circumstances,
impose liability even on persons that act in good faith) to the extent (but only
to the extent) that such indemnification would be in violation of applicable
law, but shall be construed so as to effectuate the applicable provisions of
this Section 3.7 to the fullest extent permitted by law.

         (b) Expenses, including reasonable counsel fees, so incurred by any
such indemnitee (but excluding amounts paid in satisfaction of judgments, in
compromise, or as fines or penalties), may be paid from time to time by the Fund
in advance of the final disposition of any such action, suit, investigation or
proceeding upon receipt of an undertaking by or on behalf of such indemnitee to
repay to the Fund amounts so paid if it shall ultimately be determined that
indemnification of such expenses is not authorized under Section 3.7(a) hereof;
provided, however, that (i) such indemnitee shall provide security for such
undertaking, (ii) the Fund shall be insured by or on behalf of such indemnitee
against losses arising by reason of such indemnitee's failure to fulfill such
undertaking, or (iii) a majority of the Directors (excluding any Director who is
either seeking advancement of expenses hereunder or is or has been a party to
any other action, suit, investigation or proceeding involving claims similar to
those involved in the action, suit, investigation or proceeding giving rise to a
claim for advancement of expenses hereunder) or independent legal counsel in a
written opinion shall determine based on a review of readily available facts (as
opposed to a full trial-type inquiry) that there is reason to believe such
indemnitee ultimately will be entitled to indemnification.

         (c) As to the disposition of any action, suit, investigation or
proceeding (whether by a compromise payment, pursuant to a consent decree or
otherwise) without an adjudication or a decision on the merits by a court, or by
any other body before which the proceeding shall have been brought, that an
indemnitee is liable to the Fund or its Members by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of such indemnitee's office, indemnification shall be
provided pursuant to Section 3.7(a) hereof if (i) approved as in the best
interests of the Fund by a majority of the Directors (excluding any Director who
is either seeking indemnification hereunder or is or has been a party to any
other action, suit, investigation or proceeding involving claims similar to
those involved in the action, suit, investigation or proceeding giving rise to a
claim for indemnification hereunder) upon a determination based upon a review of
readily available facts (as opposed to a full trial-type inquiry) that such
indemnitee acted in good faith and in the reasonable belief that such actions
were in the best interests of the Fund and that such indemnitee is not liable to
the Fund or its Members by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of the duties involved in the conduct of such
indemnitee's office, or (ii) the Board of Directors secures a written opinion of
independent legal counsel based upon a review of readily available facts (as
opposed to a full trial-type inquiry) to the effect that such indemnification
would not protect such indemnitee against any liability to the Fund or its
Members to which such indemnitee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence, or reckless disregard of the duties
involved in the conduct of such indemnitee's office.

         (d) Any indemnification or advancement of expenses made pursuant to
this Section 3.7 shall not prevent the recovery from any indemnitee of any such
amount if such indemnitee subsequently shall be determined in a decision on the
merits in any action, suit, investigation or proceeding involving the liability
or expense that gave rise to such indemnification or advancement of expenses to
be liable to the Fund or its Members by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties involved in the
conduct of such indemnitee's office. In (i) any suit brought by a Director (or
other person entitled to indemnification hereunder) to enforce a right to
indemnification under this Section 3.7 it shall be a defense that, and (ii) in
any suit in the name of the Fund to recover any indemnification or advancement
of expenses made pursuant to this Section 3.7 the Fund shall be entitled to
recover such expenses upon a final adjudication that, the Director or other
person claiming a right to indemnification under this Section 3.7 has not met
the applicable standard of conduct set forth in this Section 3.7. In any such
suit brought to enforce a right to indemnification or to recover any
indemnification or advancement of expenses made pursuant to this Section 3.7,
the burden of proving that the Director or other person claiming a right to
indemnification is not entitled to be indemnified, or to any indemnification or
advancement of expenses, under this Section 3.7 shall be on the Fund (or any
Member acting derivatively or otherwise on behalf of the Fund or its Members).

         (e) An indemnitee may not satisfy any right of indemnification or
advancement of expenses granted in this Section 3.7 or to which such indemnitee
may otherwise be entitled except out of the assets of the Fund, and no Member
shall be personally liable with respect to any such claim for indemnification or
advancement of expenses.

         (f) The rights of indemnification provided hereunder shall not be
exclusive of or affect any other rights to which any person may be entitled by
contract or otherwise under law. Nothing contained in this Section 3.7 shall
affect the power of the Fund to purchase and maintain liability insurance on
behalf of any Director or other person.

3.8      Fees, Expenses and Reimbursement

         (a) For services provided to the Fund, the Adviser and its Affiliates
shall be entitled to receive such fees, including performance, incentive or
similar fees, as may be agreed to by the Adviser (or its Affiliate) and the Fund
pursuant to the Investment Advisory Agreement or other applicable agreement
relating to such services.

         (b) The Board of Directors may cause the Fund to compensate each
Director who is not an officer or employee of the Adviser (or of any Affiliate
of the Adviser) for his or her services as such, and such Director shall be
reimbursed by the Fund for reasonable travel and out-of-pocket expenses incurred
by him in performing his duties under this Agreement.

         (c) The Fund shall bear all costs and expenses incurred in its business
and operations, other than those specifically required to be borne by the
Adviser pursuant to the Investment Advisory Agreement. Costs and expenses to be
borne by the Fund include, but are not limited to, the following:

                  (1) all costs and expenses directly related to investment
         transactions and positions for the Fund's account, including, but not
         limited to, brokerage commissions, research fees, interest and
         commitment fees on loans and debit balances, borrowing charges on
         securities sold short, dividends on securities sold but not yet
         purchased, custodial fees, margin fees, transfer taxes and premiums,
         taxes withheld on foreign dividends and indirect expenses from
         investments in Underlying Funds;

                  (2) all costs and expenses associated with the operation and
         registration of the Fund, offering costs and the costs of compliance
         with applicable Federal and state laws;

                  (3) all costs and expenses associated with the organization
         and operation of separate investment funds managed by Underlying Fund
         Managers retained by the Fund;

                  (4) the costs and expenses of holding meetings of the Board
         and any meetings of Members, including costs associated with the
         preparation and dissemination of proxy materials;

                  (5) the fees and disbursements of Fund counsel, legal counsel
         to the Independent Directors, independent accountants for the Fund and
         other consultants and professionals engaged on behalf of the Fund;

                  (6) any fees payable to the Adviser pursuant to the Investment
         Advisory Agreement;

                  (7) the fees payable to custodians and other persons providing
         administrative services to the Fund;

     (8) the costs of a fidelity  bond and any liability  insurance  obtained on
behalf of the Fund or the Board;

                  (9) all costs and expenses of preparing, setting in type,
         printing and distributing reports and other communications to Members;

                  (10) all taxes to which the Fund may be subject, directly or
         indirectly and whether in the United States, any State thereof or any
         other U.S. or non-U.S. jurisdiction; and

     (11) such other types of  expenses as may be approved  from time to time by
the Board of Directors.

         The Adviser shall be entitled to reimbursement from the Fund for any of
the above costs and expenses that it pays on behalf of the Fund.

         (d) Subject to procuring any required regulatory approvals, from time
to time the Fund may, alone or in conjunction with other registered or
unregistered investment funds or other accounts for which the Adviser, or any
Affiliate of the Adviser, acts as general partner or investment adviser,
purchase insurance in such amounts, from such insurers and on such terms as the
Board of Directors shall determine.

                                   ARTICLE IV

                 TERMINATION OF STATUS OR REMOVAL OF DIRECTORS,
                            TRANSFERS AND REPURCHASES

4.1      [Removed and Reserved]

4.2      Termination of Status of a Director

         The status of a Director shall terminate if the Director (i) shall die;
(ii) shall be adjudicated incompetent; (iii) shall voluntarily withdraw as a
Director (upon not less than 90 days' prior written notice to the other
Directors, or such lesser notice period agreeable to the other Directors); (iv)
shall be removed; (v) shall be certified by a physician to be mentally or
physically unable to perform his or her duties hereunder; (vi) shall be declared
bankrupt by a court with appropriate jurisdiction, file a petition commencing a
voluntary case under any bankruptcy law or make an assignment for the benefit of
creditors; (vii) shall have a receiver appointed to administer the property or
affairs of such Director; or (viii) shall otherwise cease to be a Director of
the Fund under the Delaware Act.

4.3      Removal of a Director

         Any Director may be removed either by (a) the vote or written consent
of at least two-thirds (2/3) of the Directors not subject to the removal vote or
(b) the vote or written consent of Members holding not less than two-thirds
(2/3) of the total number of votes eligible to be cast by all Members.

4.4      Transfer of Shares

         (a) Shares may be Transferred only (i) by operation of law pursuant to
the death, divorce, bankruptcy, insolvency, dissolution or incompetency of such
Member or (ii) with the written consent of the Board of Directors (which may be
withheld in its sole discretion). In no event, however, will any transferee or
assignee be admitted as a Member without the consent of the Board of Directors
which may be withheld in its sole discretion. To the fullest extent permitted by
law, any pledge, transfer, or assignment not made in accordance with this
Section 4.4 shall be void.

         (b) The Board of Directors may not consent to a Transfer of all or any
Shares held by a Member unless: (i) the transferee benefiting from such Transfer
(or each of the person's beneficial owners if such a person is a "private
investment company" as defined in paragraph (d)(3) of Rule 205-3 under the
Advisers Act) is a person whom the Board of Directors believes meets the
requirements of paragraph (d)(1) of Rule 205-3 under the Advisers Act or any
successor rule thereto; and (ii) all Shares held by a Member are Transferred to
a single transferee or, after the Transfer of a portion of Shares held by a
Member, the value of the Shares held by each of the transferee and transferor is
not less than $50,000. Any transferee that acquires Shares by operation of law
as the result of the death, divorce, bankruptcy, insolvency, dissolution or
incompetency of a Member or otherwise, shall be entitled to the rights of
repurchase and of dividends or other distributions attaching to such Shares and
to Transfer such Shares in accordance with the terms of this Agreement, but
shall not be entitled to the other rights of a Member unless and until such
transferee becomes a substituted Member. If a Member transfers Shares with the
approval of the Board of Directors, the Board of Directors shall promptly take
all necessary actions so that such transferee is admitted to the Fund as a
Member. Each Member effecting a Transfer and its transferee agree to pay all
expenses, including attorneys' and accountants' fees, incurred by the Fund in
connection with such Transfer.

         (c) Each Member shall indemnify and hold harmless the Fund, the
Directors, the Adviser, each other Member and any Affiliate of the foregoing
against all losses, claims, damages, liabilities, costs and expenses (including
legal or other expenses incurred in investigating or defending against any such
losses, claims, damages, liabilities, costs and expenses or any judgments, fines
and amounts paid in settlement), joint or several, to which such persons may
become subject by reason of or arising from (i) any Transfer made by such Member
in violation of this Section 4.4 and (ii) any misrepresentation by such Member
(or such Member's transferee) in connection with any such Transfer.

4.5      [Removed and Reserved]

4.6      Repurchase of Shares

         (a) Except as otherwise provided in this Agreement, no Member or other
person holding Shares shall have the right to withdraw or tender to the Fund for
repurchase those Shares. The Board of Directors from time to time, in its sole
discretion and on such terms and conditions as it may determine, may cause the
Fund to repurchase Shares pursuant to written tenders. In determining whether to
cause the Fund to make such repurchases, the Board of Directors shall consider
the recommendation of the Adviser, and shall also consider the following
factors, among others:

                  (1) whether any Members have requested to tender Shares to the
Fund;

                  (2) the liquidity of the Fund's assets;

                  (3) the investment plans and working capital requirements of
the Fund;

                  (4) the relative economies of scale with respect to the size
of the Fund;

                  (5) the history of the Fund in making such repurchases;

                  (6) the economic condition of the securities markets; and

                  (7) the anticipated tax consequences of any such proposed
repurchases.

         The Board of Directors shall cause the Fund to repurchase Shares only
pursuant to written tenders and only on terms determined by the Board of
Directors to be fair to the Fund and to all Members (including persons holding
Shares as may be acquired from Members), as applicable.

         (b) A Member who tenders for repurchase only a portion of the Member's
Shares will be required to maintain a Share balance following completion of the
repurchase with a net asset value equal to at least $50,000. Such $50,000
required minimum balance shall be net of the amount of any Incentive Fee to be
charged as of the Valuation Date. If a Member tenders an amount that would cause
the Member's Share balance following completion of the repurchase to fall below
the required minimum, the Fund reserves the right to reduce the amount to be
purchased from the Member so that the required minimum balance is maintained.

     (c) The Adviser (or an affiliated  company) may tender Shares that it holds
as a Member under Section 4.6(a) hereof.

         (d) [Removed and Reserved]

         (e) The Board of Directors may cause the Fund to repurchase Shares of a
Member or any person acquiring the same from or through a Member in the event
that the Board of Directors determines or has reason to believe that:

                  (1) such Shares have been transferred in violation of Section
         4.4 hereof, or such Shares have vested in any person by operation of
         law as the result of the death, divorce, bankruptcy, insolvency,
         dissolution or incompetency of a Member;

                  (2) ownership of such Shares by a Member or other person will
         cause the Fund to be in violation of, or subject the Fund to additional
         registration or regulation under, the securities laws of the United
         States or any other relevant jurisdiction;

                  (3) continued ownership of such Shares may be harmful or
         injurious to the business or reputation of the Fund, the Directors or
         the Adviser, or may subject the Fund or any of the Members to an undue
         risk of adverse tax or other fiscal consequences;

                  (4) any of the representations and warranties made by a Member
         in connection with the acquisition of Shares was not true when made or
         has ceased to be true; or

                  (5) it would be in the best interests of the Fund, as
         determined by the Board of Directors in its sole discretion, for the
         Fund to repurchase such Shares.

         (f) Repurchases of Shares by the Fund shall be payable promptly after
the date of each such repurchase or, in the case of an offer by the Fund to
effect such a repurchase, promptly after the expiration date of the relevant
repurchase offer in accordance with the terms of such offer. Payment of the
purchase price for Shares shall consist of: (i) cash or a promissory note, which
need not bear interest, in an amount equal to such percentage, as may be
determined by the Board of Directors, of the estimated unaudited net asset value
of the Shares repurchased by the Fund determined as of the date of such
repurchase (the "Initial Payment"); and, if determined to be appropriate by the
Board of Directors or if the Initial Payment is less than 100% of the estimated
unaudited net asset value, (ii) a promissory note entitling the holder thereof
to a contingent payment equal to the excess, if any, of (x) the net asset value
of the Shares repurchased by the Fund as of the date of such repurchase over (y)
the Initial Payment. Notwithstanding anything in the foregoing to the contrary,
the Board of Directors, in its discretion, may pay any portion of the repurchase
price in marketable Securities (or any combination of marketable Securities and
cash) having a value, determined as of the date of repurchase, equal to the
amount to be repurchased. Any promissory note given to satisfy the Initial
Payment shall be due and payable not more than 45 days after the date of
repurchase or, if the Fund has requested withdrawal of its capital from any
Underlying Funds in order to fund the repurchase of Shares, 10 business days
after the Fund has received at least 90% of the aggregate amount withdrawn by
the Fund from such Underlying Funds.

         (g) Subject to the approval of the Board of Directors and compliance
with the 1940 Act, the Fund may impose a redemption fee in connection with
repurchases of Shares, including a fee applicable to repurchases of Shares
effected prior to expiration of a specified period subsequent to a Member's
admission to the Fund.

         (h) A Member may at any time submit to the Fund a written request that
the Fund repurchase all Shares held by such Member, as contemplated by Section
7.1(3) hereof. Any such request shall be sent to the Fund by registered or
certified mail, return receipt requested, and shall be deemed valid only if the
Member has received a letter from the Fund acknowledging its receipt of the
request. The Fund shall send such letter to the Member promptly upon its receipt
of the Member's request.

                                    ARTICLE V
                                     CAPITAL
5.1      [Removed and Reserved]

5.2      Rights of Members to Capital

         No Member shall be entitled to interest on any Share purchase, nor
shall any Member be entitled to the return of any capital of the Fund except (i)
upon the repurchase by the Fund of a part or all of such Member's Shares
pursuant to Section 4.6 hereof or (ii) upon the liquidation of the Fund's assets
pursuant to Section 7.2 hereof. No Member shall be liable for the return of any
such amounts. No Member shall have the right to require partition of the Fund's
property or to compel any sale or appraisal of the Fund's assets.

5.3      [Removed and Reserved]

5.4      [Removed and Reserved]

5.5      [Removed and Reserved]

5.6      Reserves

         (a) All provisions under Section 5.6 of the Initial Agreement (also
under the heading "Reserves") shall be understood as terminated as of the date
of the Subchapter M Transition, with no further rights on the part of any Member
to specific credits with respect to reductions in previously established
reserves for Fund liabilities and no further rights on the part of the Fund to
collections from Members with respect to increases in previously established
reserves for Fund liabilities.

         (b) Also as of the date of the Subchapter M Transition all matters
relating to Fund reserves of the nature contemplated by the preceding clause (a)
shall be governed solely by Section 6.2(b)(2) hereof.

5.7      [Removed and Reserved]

5.8      [Removed and Reserved]

5.9      [Removed and Reserved]

5.10     Withholding

         (a) The Board of Directors may withhold and pay over to the Internal
Revenue Service (or any other relevant taxing authority) taxes from any
distribution to any Member to the extent required by the Code or any other
applicable law.

         (b) For purposes of this Agreement, any taxes so withheld by the Fund
with respect to any amount distributed by the Fund to any Member shall be deemed
to be a distribution or payment to such Member, reducing the amount otherwise
distributable to such Member pursuant to this Agreement.

         (c) The Board of Directors shall not be obligated to apply for or
obtain a reduction of or exemption from withholding tax on behalf of any Member
that may be eligible for such reduction or exemption. To the extent that a
Member claims to be entitled to a reduced rate of, or exemption from, a
withholding tax pursuant to an applicable income tax treaty, or otherwise, the
Member shall furnish the Board of Directors with such information and forms as
such Member may be required to complete where necessary to comply with any and
all laws and regulations governing the obligations of withholding tax agents.
Each Member represents and warrants that any such information and forms
furnished by such Member shall be true and accurate and agrees to indemnify the
Fund and each of the Members from any and all damages, costs and expenses
resulting from the filing of inaccurate or incomplete information or forms
relating to such withholding taxes.

                                   ARTICLE VI
                         SUBCHAPTER M TRANSITION; SHARES
6.1      Subchapter M Transition

         As of the effective date of this Agreement, each "Interest" in the Fund
under the Initial Agreement (including that represented by the "Special Advisory
Account" maintained under the Initial Agreement) shall be redenominated as
Shares and, in connection therewith and in consideration of such Interest, the
holder of each such Interest shall be issued Shares (which may include
fractional Shares) equal in number to the net asset value of the particular
Interest (computed as of that date, though such computation may be effected at a
later date) divided by 100.

6.2      Shares

         (a) (1) The number of the Fund's authorized Shares and the number of
         Shares that may be issued is unlimited, and, subject to Section 2.7
         hereof and Section 6.2(b)(7) hereof, the Directors may issue Shares for
         such consideration and on such terms as they may determine (or for no
         consideration if pursuant to a Share dividend or split-up), or may
         reduce the number of issued Shares in proportion to the relative net
         asset value of the Shares then outstanding, all without action or
         approval of the Members. All Shares when so issued on the terms
         determined by the Directors shall be fully paid and non-assessable. The
         Directors may hold any Shares reacquired by the Fund as treasury
         Shares, reissue such Shares for such consideration and on such terms as
         they may determine, or cancel such Shares, at their discretion from
         time to time.

                  (2) In accordance with Section 2.10 hereof, any Director,
         officer or other agent of the Fund (including, without limitation, the
         Adviser), and any organization in which any such person is interested
         may acquire, own, hold and dispose of Shares of the Fund to the same
         extent as if such person were not a Director, officer or other agent of
         the Fund; and the Fund may issue and sell or cause to be issued and
         sold and may purchase Shares from any such person or any such
         organization subject only to the limitations, restrictions or other
         provisions applicable to the sale or purchase of Shares generally.

                  (3) Shares shall not be represented by certificates, but only
         by notation on the Share records of the Fund, as kept by the Fund or by
         any transfer or similar agent, as the case may be. The Share records of
         the Fund, whether maintained by the Fund or any transfer or similar
         agent, as the case may be, shall be conclusive as to who are the
         holders of Shares and as to the number of Shares held from time to time
         by each such person.

         (b) (1) All consideration received by the Fund for the issue or sale of
         Shares, together with all assets in which such consideration is
         invested or reinvested, all income, earnings, profits, and proceeds
         thereof, including any proceeds derived from the sale, exchange or
         liquidation of such assets, and any funds or payments derived from any
         reinvestment of such proceeds in whatever form the same may be, shall
         irrevocably belong to the Fund generally and not to the account of any
         particular Member or holder of Shares, subject only to the rights of
         creditors, and shall be so recorded upon the books of account of the
         Fund. The treatment of these items under this Section 6.2(b)(1) shall
         replace and be in lieu of the treatment of the same under the relevant
         provisions of Article V of the Initial Agreement, such replacement
         treatment to be effective as effective date of this Agreement and at
         all times thereafter.

                  (2) The liabilities, expenses, costs, charges and reserves
         attributable to the Fund shall be charged and allocated to the assets
         belonging to the Fund generally and not to the account of any
         particular Member or holder of Shares and shall be so recorded upon the
         books of account of the Fund. The treatment of these items under this
         Section 6.2(b)(2) shall replace and be in lieu of the treatment of the
         same under the relevant provisions of Article V of the Initial
         Agreement, such replacement treatment to be effective as effective date
         of this Agreement and at all times thereafter.

                  (3) Dividends and distributions on Shares may be paid to the
         Members or holders of Shares, with such frequency as the Directors may
         determine, which may be daily or otherwise pursuant to a standing
         resolution or resolutions adopted only once or with such frequency as
         the Directors may determine, from such of the income, capital gains
         accrued or realized, and capital and surplus, after providing for
         actual and accrued liabilities of the Fund. All dividends and
         distributions on Shares shall be distributed pro rata to the Members or
         other holders of Shares in proportion to the number of Shares held by
         such persons at the date and time of record established for the payment
         of such dividends or distributions, except that in connection with any
         dividend or distribution program or procedure the Directors may
         determine that no dividend or distribution shall be payable on Shares
         as to which the Member's purchase order and/or payment have not been
         received by the time or times established by the Directors under such
         program or procedure. Dividends and distributions on Shares may be made
         in cash or Shares or a combination thereof as determined by the
         Directors or pursuant to any program that the Directors may have in
         effect at the time for the election by each Member or other holder of
         Shares of the mode of the making of such dividend or distribution to
         that person. Any dividend or distribution paid in Shares will be paid
         at the net asset value thereof as determined in accordance with Section
         8.3 hereof. Notwithstanding anything in this Agreement to the contrary,
         the Directors may at any time declare and distribute a dividend of
         stock or other property pro rata among the Members or other holders of
         Shares at the date and time of record established for the payment of
         such dividends or distributions.

                  (4) Notwithstanding any provision to the contrary contained in
         this Agreement, the Directors shall not be required to make a
         distribution to the Members on account of their interest in the Fund if
         such distribution would violate Section 18-607 of the Delaware Act or
         any other applicable law.

                  (5) In the event of the liquidation or dissolution of the
         Fund, the Members or other holders of Shares shall be entitled to
         receive, when and as declared by the Directors, the excess of the
         assets of the Fund over its liabilities. Upon the liquidation or
         dissolution of the Fund, the Directors shall make provisions for the
         payment of all of the Fund's outstanding obligations (including any
         Incentive Fee), taxes and other liabilities, accrued or contingent. The
         assets so distributable (which may, in the discretion of the Directors,
         include assets distributed in-kind valued at their date of distribution
         in accordance with Section 8.3 hereof) shall be distributed among the
         Members or other holders of Shares in proportion to the relative number
         of Shares held by such persons.

     (6) Shares  shall be  transferable  only in  accordance  with  Section  4.4
hereof.

                  (7) Except as provided herein, each Share shall represent an
         equal proportionate interest in the assets of the Fund (subject to the
         liabilities of the Fund), and each Share shall be equal with respect to
         net asset value per Share as against each other Share. The rights
         attaching to all Shares shall be identical as to right of repurchase by
         the Fund (except that fees associated with such transactions may be
         varied according to reasonable criteria established by the Directors in
         accord with Section 4.6(g) hereof), dividends and other distributions
         (whether or not on liquidation), and voting rights (the vote attaching
         to each Share or fraction thereof being equal to the dollar value of
         the same as of the record date for any such vote, if such record date
         is a Valuation Date, or if such record date is not a Valuation Date,
         the Valuation Date most recently preceding such record date). The
         Directors may from time to time divide or combine the Shares into a
         greater or lesser number of Shares provided that such division or
         combination does not change the proportionate beneficial interest in
         the assets of the Fund of any Member or other holder of Shares or in
         any way affect the rights of Shares.

                  (8) The Directors, subject to Section 2.7 hereof, may accept
         investments in the Fund by way of Share purchase, from such persons, on
         such terms (including minimum purchase amounts) and for such
         consideration, not inconsistent with the provisions of the 1940 Act, as
         they from time to time authorize or determine. Such investments may be
         in the form of cash, Securities or other property in which the Fund is
         authorized to invest, hold or own, valued as provided in Section 8.3
         hereof. The Directors may authorize any distributor, principal
         underwriter, custodian, transfer agent or other person to accept orders
         for the purchase or sale of Shares that conform to such authorized
         terms and to reject any purchase or sale orders for Shares whether or
         not conforming to such authorized terms.

                  (9) Shares may be issued as fractions thereof. Any fractional
         Share, if outstanding, shall carry proportionately all the rights and
         obligations of a whole Share, including those rights and obligations
         with respect to voting, receipt of dividends and distributions,
         redemption of Shares, and liquidation of the Fund. Fractions of Shares
         shall be calculated to three decimal points.


                                   ARTICLE VII
                           DISSOLUTION AND LIQUIDATION
7.1      Dissolution

         The Fund shall be dissolved:

                  (1) upon the affirmative vote to dissolve the Fund by both:
         (i) the Board of Directors and (ii) Members holding at least two-thirds
         (2/3) of the total number of votes eligible to be cast by all Members;

                  (2) upon the failure of Members to elect a successor Director
         at a meeting called by the Adviser in accordance with Section 2.6(c)
         hereof when no Director remains to continue the business of the Fund;

                  (3) upon the expiration of any two year period that commences
         on the date on which any Member has submitted, in accordance with the
         procedure specified in Section 4.6(h) hereof, a written notice to the
         Fund requesting the repurchase of all of its Shares, by the Fund, if
         such Shares have not been repurchased by the Fund; or

                  (4) as required under the Delaware Act.

         Dissolution of the Fund shall be effective on the later of the day on
which the event giving rise to the dissolution shall occur, but the Fund shall
not terminate until the assets of the Fund have been liquidated in accordance
with Section 7.2 hereof and the Certificate has been canceled.

7.2      Liquidation of Assets

         (a) Upon the dissolution of the Fund as provided in Section 7.1 hereof,
the Board of Directors shall promptly appoint the Administrator as the
liquidating Director and the Administrator shall liquidate the business and
administrative affairs of the Fund, except that if the Board of Directors does
not appoint the Administrator as the liquidating Director or the Administrator
is unable to perform this function, a liquidating Director elected by Members
holding a majority of the total number of votes eligible to be cast by all
Members shall promptly liquidate the business and administrative affairs of the
Fund.

         (b) The proceeds from liquidation shall be distributed as contemplated
by Section 6.2(b)(4) hereof.

                                  ARTICLE VIII

                  ACCOUNTING, VALUATIONS AND BOOKS AND RECORDS
8.1      Accounting and Reports

         (a) The Fund shall adopt for tax accounting purposes any accounting
method that the Board of Directors shall decide in its sole discretion is in the
best interests of the Fund. The Fund's accounts shall be maintained in U.S.
currency.

         (b) After the end of each taxable year (and/or each calendar year), the
Fund shall furnish to each Member such information regarding the operation of
the Fund and such Member's Shares as is necessary for Members to complete
federal, state and local income tax or information returns and any other tax
information required by federal, state or local law.

         (c) Except as otherwise required by the 1940 Act, or as may otherwise
be permitted by rule, regulation or order, within 60 days after the close of the
period for which a report required under this Section 8.1(c) is being made, the
Fund shall furnish to each Member a semi-annual report and an annual report
containing the information required by such Act. The Fund shall cause financial
statements contained in each annual report furnished hereunder to be accompanied
by a certificate of the independent registered public accounting firm based upon
an audit performed in accordance with U.S. generally accepted accounting
principles. The Fund may furnish to each Member such other periodic reports as
it deems necessary or appropriate in its discretion.

8.2      [Removed and Reserved]

8.3      Valuation of Assets

         (a) Except as may be required by the 1940 Act, the Board of Directors
shall value or have valued any Securities or other assets and liabilities of the
Fund as of the close of business on the last day of each Fiscal Period (and on
any such additional day or days as the Directors in their discretion may
determine) in accordance with such valuation procedures as shall be established
from time to time by the Board of Directors and which conform to the
requirements of the 1940 Act. In determining the value of the assets of the
Fund, no value shall be placed on the goodwill or name of the Fund, or the
office records, files, statistical data or any similar intangible assets of the
Fund not normally reflected in the Fund's accounting records, but there shall be
taken into consideration any items of income earned but not received, expenses
incurred but not yet paid, liabilities, fixed or contingent, and any other
prepaid expenses to the extent not otherwise reflected in the books of account,
and the value of options or commitments to purchase or sell Securities or
commodities pursuant to agreements entered into prior to such valuation date.

         (b) The Fund will value interests in Underlying Funds at their "fair
value," as determined in good faith by the Board of Directors, which value
ordinarily will be the value of an interest in an Underlying Fund determined by
the Underlying Fund Manager of the Underlying Fund in accordance with the
policies established by the Underlying Fund, absent information indicating that
such value does not represent the fair value of the interest.

         (c) The value of Securities and other assets of the Fund and the net
worth of the Fund as a whole determined pursuant to this Section 8.3 shall be
conclusive and binding on all of the Members and all parties claiming through or
under them.

                                   ARTICLE IX
                            MISCELLANEOUS PROVISIONS
9.1      Amendment of Limited Liability Company Agreement

         (a) Except as otherwise provided in this Section 9.1, this Agreement
may be amended, in whole or in part, with: (i) the approval of the Board of
Directors (including the vote of a majority of the Independent Directors, if
required by the 1940 Act) and (ii) if required by the 1940 Act, the approval of
the Members by such vote as is required by the 1940 Act.

         (b) Any amendment that would:

     (1) increase the  obligation  of a Member to make any  contribution  to the
capital of the Fund;

                  (2) reduce the rights attaching to the Shares held by any
         person as against the rights attaching to the Shares held by any other
         person, except to the extent specifically contemplated by Section
         6.2(b)(6) hereof; or

                  (3) modify the events causing the dissolution of the Fund;

         may be made only if (i) the written consent of each Member adversely
affected thereby is obtained prior to the effectiveness thereof or (ii) such
amendment does not become effective until (A) each Member has received written
notice of such amendment and (B) any Member objecting to such amendment has been
afforded a reasonable opportunity (pursuant to such procedures as may be
prescribed by the Board of Directors) to tender all such person's Shares for
repurchase by the Fund.

         (c) The power of the Board of Directors to amend this Agreement at any
time without the consent of the other Members as set forth in paragraph (a) of
this Section 9.1 shall specifically include the power to:

                  (1) restate this Agreement together with any amendments hereto
         that have been duly adopted in accordance herewith to incorporate such
         amendments in a single, integrated document;

                  (2) amend this Agreement (other than with respect to the
         matters set forth in Section 9.1(a) hereof) to effect compliance with
         any applicable law or regulation or to cure any ambiguity or to correct
         or supplement any provision hereof that may be inconsistent with any
         other provision hereof; and

                  (3) amend this Agreement, taking due consideration of the
         interests of the Members as a whole, to make such changes as may be
         necessary or advisable to ensure that the Fund maintains its
         then-current federal tax treatment.

         (d) The Board of Directors shall cause written notice to be given of
any amendment to this Agreement (other than any amendment of the type
contemplated by clause (1) of Section 8.1(c) hereof) to each Member, which
notice shall set forth (i) the text of the amendment or (ii) a summary thereof
and a statement that the text thereof will be furnished to any Member upon
request.

9.2      Special Power of Attorney

         (a) Each Member hereby irrevocably makes, constitutes and appoints each
Director, acting severally, and any liquidating Director of the Fund's assets
appointed pursuant to Section 7.2 hereof with full power of substitution, the
true and lawful representatives and attorneys-in-fact of, and in the name, place
and stead of, such Member, with the power from time to time to make, execute,
sign, acknowledge, swear to, verify, deliver, record, file and/or publish:

                  (1) any amendment to this Agreement that complies with the
         provisions of this Agreement (including the provisions of Section 9.1
         hereof);

                  (2) any amendment to the Certificate required because this
         Agreement is amended, including, without limitation, an amendment to
         effectuate any change in the membership of the Fund; and

                  (3) all such other instruments, documents and certificates
         that, in the opinion of legal counsel to the Fund, may from time to
         time be required by the laws of the United States of America, the State
         of Delaware or any other jurisdiction in which the Fund shall determine
         to do business, or any political subdivision or agency thereof, or that
         such legal counsel may deem necessary or appropriate to effectuate,
         implement and continue the valid existence and business of the Fund as
         a limited liability company under the Delaware Act.

         (b) Each Member is aware that the terms of this Agreement permit
certain amendments to this Agreement to be effected and certain other actions to
be taken or omitted by or with respect to the Fund without such Member's
consent. If an amendment to the Certificate or this Agreement or any action by
or with respect to the Fund is taken in the manner contemplated by this
Agreement, each Member agrees that, notwithstanding any objection that such
Member may assert with respect to such action, the attorneys-in-fact appointed
hereby are authorized and empowered, with full power of substitution, to
exercise the authority granted above in any manner that may be necessary or
appropriate to permit such amendment to be made or action lawfully taken or
omitted. Each Member is fully aware that each Member will rely on the
effectiveness of this special power-of-attorney with a view to the orderly
administration of the affairs of the Fund.

         (c) This power-of-attorney is a special power-of-attorney and is
coupled with an interest in favor of each of the Directors and as such:

                  (1) shall be irrevocable and continue in full force and effect
         notwithstanding the subsequent death or incapacity of any party
         granting this power-of-attorney, regardless of whether the Fund or
         Board of Directors shall have had notice thereof; and

                  (2) shall survive the delivery of a Transfer by a Member of
         the whole or any portion of such Member's Shares, except that where the
         transferee thereof has been approved by the Board of Directors for
         admission to the Fund as a substituted Member, this power-of-attorney
         given by the transferor shall survive the delivery of such assignment
         for the sole purpose of enabling the Board of Directors to execute,
         acknowledge and file any instrument necessary to effect such
         substitution.

9.3      Notices

         Except as otherwise set forth in this Agreement, notices that may or
are required to be provided under this Agreement shall be made, if to a Member,
by regular mail, or if to the Fund, the Board of Directors or the Adviser, by
hand delivery, registered or certified mail return receipt requested, commercial
courier service, telex or telecopier, and shall be addressed to the respective
parties hereto at their addresses as set forth in the books and records of the
Fund. Notices shall be deemed to have been provided when delivered by hand, on
the date indicated as the date of receipt on a return receipt or when received
if sent by regular mail, commercial courier service, telex or telecopier. A
document that is not a notice and that is required to be provided under this
Agreement by any party to another party may be delivered by any reasonable
means.

9.4      Agreement Binding Upon Successors and Assigns

         This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors, assigns, executors,
Directors or other legal representatives, but the rights and obligations of the
parties hereunder may not be Transferred or delegated except as provided in this
Agreement and any attempted Transfer or delegation thereof that is not made
pursuant to the terms of this Agreement shall, to the fullest extent permitted
by law, be void.

9.5      Applicability of 1940 Act and Form N-2

         The parties hereto acknowledge that this Agreement is not intended to,
and does not, set forth the substantive provisions contained in the 1940 Act and
the Form N-2 that affect numerous aspects of the conduct of the Fund's business
and of the rights, privileges and obligations of the Members. Each provision of
this Agreement shall be subject to and interpreted in a manner consistent with
the applicable provisions of the 1940 Act and the Form N-2.

9.6      Choice of Law

         Notwithstanding the place where this Agreement may be executed by any
of the parties hereto, the parties expressly agree that all the terms and
provisions hereof shall be construed under the laws of the State of Delaware,
including the Delaware Act without regard to the conflict of law principles of
such state.

9.7      Not for Benefit of Creditors

         The provisions of this Agreement are intended only for the regulation
of relations among past, present and future Members, Directors and the Fund.
This Agreement is not intended for the benefit of non-Member creditors and no
rights are granted to non-Member creditors under this Agreement.

9.8      Consents

         Any and all consents, agreements or approvals provided for or permitted
by this Agreement shall be in writing and a signed copy thereof shall be filed
and kept with the books of the Fund.

9.9      Merger and Consolidation

         (a) The Fund may merge or consolidate with or into one or more limited
liability companies formed under the Delaware Act or other business entities
pursuant to an agreement of merger or consolidation that has been approved in
the manner contemplated by Section 18-209(b) of the Delaware Act.

         (b) Notwithstanding anything to the contrary contained elsewhere in
this Agreement, an agreement of merger or consolidation approved in accordance
with Section 18-209(b) of the Delaware Act may, to the extent permitted by
Section 18-209(f) of the Delaware Act, (i) effect any amendment to this
Agreement, (ii) effect the adoption of a new limited liability company agreement
for the Fund if it is the surviving or resulting limited liability company in
the merger or consolidation, or (iii) provide that the limited liability company
agreement of any other constituent limited liability company to the merger or
consolidation (including a limited liability company formed for the purpose of
consummating the merger or consolidation) shall be the limited liability company
agreement of the surviving or resulting limited liability company.

9.10     Pronouns

         All pronouns shall be deemed to refer to the masculine, feminine,
neuter, singular or plural, as the identity of the person or persons, firm or
corporation may require in the context thereof.

9.11     Confidentiality

         (a) A Member may obtain from the Fund such information regarding the
affairs of the Fund as is just and reasonable under the Delaware Act, subject to
reasonable standards (including standards governing what information and
documents are to be furnished, at what time and location and at whose expense)
established by the Board of Directors.

         (b) Each Member covenants that, except as required by applicable law or
any regulatory body, it will not divulge, furnish or make accessible to any
other person the name and/or address (whether business, residence or mailing) of
any Member (collectively, "Confidential Information") without the prior written
consent of the Board of Directors, which consent may be withheld in its sole
discretion.

         (c) Each Member recognizes that in the event that this Section 9.11 is
breached by any Member or any of its principals, partners, members, directors,
officers, employees or agents or any of its Affiliates, including any of such
Affiliates' principals, partners, members, directors, officers, employees or
agents, irreparable injury may result to the non-breaching Members and the Fund.
Accordingly, in addition to any and all other remedies at law or in equity to
which the non-breaching Members and the Fund may be entitled, such Members shall
also have the right to obtain equitable relief, including, without limitation,
injunctive relief, to prevent any disclosure of Confidential Information, plus
reasonable attorneys' fees and other litigation expenses incurred in connection
therewith. In the event that any non-breaching Member or the Fund determines
that any of the other Members or any of its principals, partners, members,
directors, officers, employees or agents or any of its Affiliates, including any
of such Affiliates' principals, partners, members, directors, officers,
employees or agents should be enjoined from or required to take any action to
prevent the disclosure of Confidential Information, each of the other
non-breaching Members agrees to pursue in a court of appropriate jurisdiction
such injunctive relief.

9.12     Certification of Non-Foreign Status

         Each Member or transferee of Shares from a Member shall certify, upon
admission to the Fund and at such other times thereafter as the Board of
Directors may request, whether such Member is a "United States Person" within
the meaning of Section 7701(a)(30) of the Code on forms to be provided by the
Fund, and shall notify the Fund within 60 days of any change in such Member's
status.

9.13     Severability

         If any provision of this Agreement is determined by a court of
competent jurisdiction not to be enforceable in the manner set forth in this
Agreement, each Member agrees that it is the intention of the Members that such
provision should be enforceable to the maximum extent possible under applicable
law. If any provisions of this Agreement are held to be invalid or
unenforceable, such invalidation or unenforceability shall not affect the
validity or enforceability of any other provision of this Agreement (or portion
thereof).

9.14     Filing of Returns

         The Board of Directors or its designated agent shall prepare and file,
or cause the accountants of the Fund to prepare and file, a Federal income tax
return in compliance with Section 6012 of the Code and any required state and
local income tax and information returns for each tax year of the Fund.

9.15     [Removed and Reserved]

9.16     [Removed and Reserved]

9.17     Use of Names "Oppenheimer" and "Tremont"

         OppenheimerFunds, Inc. ("OFI") and Tremont Partners, Inc. ("Tremont")
each hereby grants to the Fund a royalty-free, non-exclusive license to use the
name "Oppenheimer" and "Tremont," respectively, in the name of the Fund for the
duration of this Agreement and any extensions or renewals thereof. Each license
may, upon termination of this Agreement, be terminated by OFI and Tremont,
respectively, in which event the Fund shall promptly take whatever action may be
necessary to change its name and discontinue any further use of the name
"Oppenheimer" or "Tremont," as the case may be, in the name of the Fund or
otherwise. The name "Oppenheimer" or "Tremont" may be used or licensed by OFI or
Tremont, respectively, in connection with any of its activities, or licensed by
OFI or Tremont, respectively, to any other party.

                  EACH OF THE UNDERSIGNED ACKNOWLEDGES HAVING READ THIS
AGREEMENT IN ITS ENTIRETY BEFORE SIGNING, INCLUDING THE CONFIDENTIALITY CLAUSE
SET FORTH IN SECTION 9.11.





                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.


DIRECTORS:

Ronald J. Abdow                                              Joseph M. Wikler

John V. Murphy                                               Peter I. Wold

Eustis Walcott


MEMBERS:

Each person who shall sign an investor application or certification and who
shall be accepted by the Board of Directors to the Fund as a Member.


ADVISER:

OPPENHEIMERFUNDS, INC.

By:
   --------------------------------------------------
     Name:
     Title:







INFORMATION AND SERVICES

For More Information About Oppenheimer Tremont Opportunity Fund, LLC:

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.

How to Get More Information:
You can request the Statement of Additional Information, the Annual and
Semi-Annual Reports, the notice explaining the Fund's privacy policy and other
information about the Fund or your account:

By Telephone:
Call OppenheimerFunds Services toll-free: 1.800.858.9826

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 website:  www.oppenheimerfunds.com

Information about the Fund including the Statement of Additional Information can
be reviewed and copied at the SEC's Public Reference Room in Washington, D.C.
Information on the operation of the Public Reference Room may be obtained by
calling the SEC at 1.202.942.8090. Reports and other information about the Fund
are available on the EDGAR database on the SEC's Internet website at
www.sec.gov. Copies may be obtained after payment of a duplicating fee by
electronic request at the SEC's e-mail address: publicinfo@sec.gov 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 SEC File No. is 811-10541                                   The Fund's Shares are distributed by:
PR0372.001.0706                                                        OppenheimerFunds Distributor, Inc.
Printed on recycled paper.



* As used herein, "net worth" means the excess of total assets at fair market
value, including home, over total liabilities. For the purpose of determining
"net worth," the principal residence owned by an individual shall be valued at
either (A) cost, including the cost of improvements, net of current encumbrances
upon the property, or (B) the appraised value of the property as determined by
an institutional lender, net of current encumbrances upon the property.
** The Investor must cross out item (2) if it has been notified by the IRS that
it is currently subject to backup withholding because it has failed to report
all interest and dividends on its tax return.


Oppenheimer Tremont
Opportunity Fund, LLC


                       STATEMENT OF ADDITIONAL INFORMATION
                                  July 31, 2006


                           Two World Financial Center
                         225 Liberty Street, 11th Floor
                          New York, New York 10281-1008
                                 (212) 323-0200
                            toll-free (800) 858-9826


                  This Statement of Additional Information ("SAI") is not a
prospectus. This SAI relates to and should be read in conjunction with the
prospectus of Oppenheimer Tremont Opportunity Fund LLC (the "Fund"), dated July
31, 2006. A copy of the prospectus may be obtained by contacting the Fund at the
telephone numbers or address set forth above.

                  This SAI is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer or sale
is not permitted.






                                TABLE OF CONTENTS


                                                                                                               PAGE

INVESTMENT POLICIES AND PRACTICES..................................................................................1

REPURCHASES, MANDATORY REDEMPTIONS AND TRANSFERS OF SHARES.........................................................13

BOARD OF DIRECTORS AND OVERSIGHT COMMITTEES........................................................................14

INVESTMENT ADVISORY SERVICES.......................................................................................26

CONFLICTS OF INTEREST..............................................................................................31

TAX ASPECTS........................................................................................................34

ERISA CONSIDERATIONS...............................................................................................55

BROKERAGE..........................................................................................................57

DISTRIBUTION ARRANGEMENTS..........................................................................................58

PAYMENTS TO FUND INTERMEDIARIES....................................................................................58

VALUATION OF ASSETS................................................................................................62

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND LEGAL COUNSEL....................................................64

CUSTODIAN..........................................................................................................64

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES................................................................65

SUMMARY OF LLC AGREEMENT...........................................................................................65

FUND ADVERTISING AND SALES MATERIAL................................................................................67

NO LETTER OF INTENT; LIMITED RIGHT OF ACCUMULATION.................................................................68

FINANCIAL STATEMENTS...............................................................................................69

APPENDIX A:  SALES LOAD WAIVERS.................................................................................A-1





                               GENERAL INFORMATION

                  The Fund was formed as a limited liability company under the
laws of the State of Delaware on October 3, 2001. The Fund's address is Two
World Financial Center, 225 Liberty Street, 11th Floor, New York, New York
10281-1008, and its telephone number is 1.800.858.9826. The Fund is registered
under the Investment Company Act as a closed-end, non-diversified management
investment company.

                        INVESTMENT POLICIES AND PRACTICES

                  The investment objective and principal investment strategies
of the Fund, as well as the principal risks associated with the Fund's
investment strategies, are set forth in the prospectus. Certain additional
investment information is set forth below.

FUNDAMENTAL POLICIES

                  The Fund's stated fundamental policies, which may only be
changed by the affirmative vote of a majority of the outstanding voting
securities of the Fund ("Shares"), are listed below. As defined by the
Investment Company Act of 1940, as amended (the "Investment Company Act"), the
vote of a "majority of the outstanding voting securities of the Fund" means the
vote, at an annual or special meeting of security holders duly called, (a) of
67% or more of the voting securities present at such meeting, if the holders of
more than 50% of the outstanding voting securities of the Fund are present or
represented by proxy; or (b) of more than 50% of the outstanding voting
securities of the Fund, whichever is less. The Fund may not:

              o   Issue senior securities, except to the extent permitted under
                  the Investment Company Act, the rules or regulations
                  thereunder or any exemption therefrom, as such statute, rules
                  or regulations may be amended or interpreted from time to
                  time.

              o   Borrow money, except to the extent permitted under the
                  Investment Company Act, the rules or regulations thereunder or
                  any exemption therefrom that is applicable to the Fund, as
                  such statute, rules or regulations may be amended or
                  interpreted from time to time.

              o   Underwrite securities of other issuers, except insofar as the
                  Fund may be deemed an underwriter under the Securities Act of
                  1933, as amended, in connection with the disposition of its
                  portfolio securities.

              o   Make loans, except to the extent permitted under the
                  Investment Company Act, the rules or regulations thereunder or
                  any exemption therefrom that is applicable to the Fund, as
                  such statute, rules or regulations may be amended or
                  interpreted from time to time.

              o   Invest in real estate, physical commodities or commodity
                  contracts, except to the extent permitted under the Investment
                  Company Act, the rules or regulations thereunder or any
                  exemption therefrom, as such statute, rules or regulations may
                  be amended or interpreted from time to time.

              o   Invest 25% or more of the value of its total assets in the
                  securities (other than U.S. Government securities) of issuers
                  engaged in any single industry or group of related industries;
                  provided, however, that the Fund will invest 25% or more of
                  the value of its total assets in Hedge Funds (except
                  temporarily during any period of adverse market conditions
                  generally affecting Hedge Funds), but will not invest 25% or
                  more of the value of its total assets in Hedge Funds that, in
                  the aggregate, have investment programs that focus on
                  investing in any single industry or group of related
                  industries.

                  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 SAI. This is not a fundamental
policy.

                  Currently, under the Investment Company Act, the maximum
amount the Fund may borrow is 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).

                  The Fund cannot issue "senior securities," but this does not
prohibit certain investment activities for which assets of the Fund are
designated as segregated, or margin, collateral or escrow arrangements are
established, to cover the related obligations. Examples of those activities
include borrowing money, reverse repurchase agreements, delayed-delivery and
when-issued arrangements for portfolio securities transactions, and contracts to
buy or sell derivatives, hedging instruments, options or futures.

                  With respect to these investment restrictions and other
policies described in this SAI or the prospectus (except the Fund's policies on
borrowings and senior securities set forth above), if a percentage restriction
is adhered to at the time of an investment or transaction, a later change in
percentage resulting from a change in the values of investments or the value of
the Fund's total assets, unless otherwise stated, will not constitute a
violation of such restriction or policy. The Fund's investment policies and
restrictions do not apply to the activities and transactions of investment funds
in which assets of the Fund are invested, but will apply to investments made by
the Fund (or any account consisting solely of Fund assets).

                  The Fund's investment objective is fundamental and may not be
changed without the vote of a majority (as defined by the Investment Company
Act) of the Fund's outstanding voting securities.

CERTAIN PORTFOLIO SECURITIES AND OTHER OPERATING POLICIES

                  As discussed in the prospectus, the Fund will invest primarily
in private investment funds ("Underlying Funds") that are managed by alternative
asset managers ("Underlying Fund Managers") that employ a wide range of
specialized investment strategies that each individually offers the potential
for attractive investment returns and which, when blended together within the
Fund's portfolio, are designed to produce an overall investment exposure that
has a low correlation to the general performance of equity, debt and other
markets. The Fund may also on occasion retain an Underlying Fund Manager to
manage a designated segment of the Fund's assets (a "Segregated Account") in
accordance with the Underlying Fund Manager's investment program. Additional
information regarding the types of securities and financial instruments in which
Underlying Fund Managers may invest the assets of Underlying Funds and
Segregated Accounts, and certain of the investment techniques that may be used
by Underlying Fund Managers, is set forth below.

EQUITY SECURITIES

                  The investment portfolios of Underlying Funds and Segregated
Accounts will include long and short positions in common stocks, preferred
stocks and convertible securities of U.S. and foreign issuers. The value of
equity securities depends on business, economic and other factors affecting
those issuers. Equity securities fluctuate in value, often based on factors
unrelated to the value of the issuer of the securities, and such fluctuations
can be pronounced.

                  Underlying Fund Managers may generally invest Underlying Funds
and Segregated Accounts in equity securities without restriction. These
investments may include securities issued by companies having relatively small
market capitalization, including "micro cap" companies. The prices of the
securities of smaller companies may be subject to more abrupt or erratic market
movements than larger, more established companies, because these securities
typically are traded in lower volume and the issuers typically are more subject
to changes in earnings and prospects. These securities are also subject to other
risks that are less prominent in the case of the securities of larger companies.

FIXED-INCOME SECURITIES

                  Underlying Funds and Segregated Accounts may invest in
fixed-income securities. An Underlying Fund Manager will invest in these
securities when their yield and potential for capital appreciation are
considered sufficiently attractive and also may invest in these securities for
defensive purposes and to maintain liquidity. Fixed-income securities include
bonds, notes and debentures issued by U.S. and foreign corporations and
governments. These securities may pay fixed, variable or floating rates of
interest, and may include zero coupon obligations. Fixed-income securities are
subject to the risk of the issuer's inability to meet principal and interest
payments on its obligations (i.e., credit risk) and are subject to the risk of
price volatility due to such factors as interest rate sensitivity, market
perception of the creditworthiness or financial condition of the issuer and
general market liquidity (i.e., market risk). Certain portfolio securities, such
as those with interest rates that fluctuate directly or indirectly based on
multiples of a stated index, are designed to be highly sensitive to changes in
interest rates and can subject the holders thereof to significant reductions of
yield and possible loss of principal.

                  Underlying Funds and Segregated Accounts may invest in both
investment grade and non-investment grade debt securities (commonly referred to
as "junk bonds"). Investment grade debt securities are securities that have
received a rating from at least one nationally recognized statistical rating
organization (a "Rating Agency") in one of the four highest rating categories
or, if not rated by any Rating Agency, have been determined by an Underlying
Fund Manager to be of comparable quality.

                  An Underlying Fund's or Segregated Account's investments in
non-investment grade debt securities, including convertible debt securities, are
considered by the Rating Agencies to be predominantly speculative with respect
to the issuer's capacity to pay interest and repay principal. Non-investment
grade securities in the lowest rating categories may involve a substantial risk
of default or may be in default. Adverse changes in economic conditions or
developments regarding the individual issuer are more likely to cause price
volatility and weaken the capacity of the issuers of non-investment grade
securities to make principal and interest payments than is the case for higher
grade securities. In addition, the market for lower grade securities may be
thinner and less liquid than the market for higher grade securities.

NON-U.S. SECURITIES

     Underlying  Funds  and  Segregated   Accounts  may  invest  in  equity  and
fixed-income securities of non-U.S.  issuers and in depositary receipts, such as
American  Depositary  Receipts  ("ADRs"),  that represent  indirect interests in
securities of non-U.S.  issuers.  Non-U.S.  securities in which Underlying Funds
and  Segregated  Accounts  may  invest  may be  listed  on  non-U.S.  securities
exchanges or traded in non-U.S.  over-the-counter markets or may be purchased in
private  placements  and  not  be  publicly  traded.   Investments  in  non-U.S.
securities  are affected by risk factors  generally not thought to be present in
the United  States.  These  factors  are listed in the  prospectus  under  "Risk
Factors--Non-U.S. Investments."

                  As a general matter, Underlying Funds and Segregated Accounts
are not required to hedge against non-U.S. currency risks, including the risk of
changing currency exchange rates, which could reduce the value of non-U.S.
currency denominated portfolio securities irrespective of the underlying
investment. However, from time to time, an Underlying Fund or Segregated Account
may enter into forward currency exchange contracts ("forward contracts") for
hedging purposes and non-hedging purposes to pursue its investment objective.
Forward contracts are transactions involving the Underlying Fund's or Segregated
Account's obligation to purchase or sell a specific currency at a future date at
a specified price. Forward contracts may be used by the Underlying Fund or
Segregated Account for hedging purposes to protect against uncertainty in the
level of future non-U.S. currency exchange rates, such as when the Underlying
Fund or Segregated Account anticipates purchasing or selling a non-U.S.
security. This technique would allow the Underlying Fund or Segregated Account
to "lock in" the U.S. dollar price of the security. Forward contracts also may
be used to attempt to protect the value of the Underlying Fund's or Segregated
Account's existing holdings of non-U.S. securities. There may be, however,
imperfect correlation between the Underlying Fund's or Segregated Account's
non-U.S. securities holdings and the forward contracts entered into with respect
to such holdings. Forward contracts also may be used for non-hedging purposes to
pursue the Fund's or an Underlying Fund's investment objective, such as when an
Underlying Fund Manager anticipates that particular non-U.S. currencies will
appreciate or depreciate in value, even though securities denominated in such
currencies are not then held in the Fund's or Underlying Fund's investment
portfolio.

                  ADRs involve substantially the same risks as investing
directly in securities of non-U.S. issuers, as discussed above. ADRs are
receipts typically issued by a U.S. bank or trust company that show evidence of
underlying securities issued by a non-U.S. corporation. Issuers of unsponsored
Depository Receipts are not obligated to disclose material information in the
United States, and therefore, there may be less information available regarding
such issuers.

MONEY MARKET INSTRUMENTS

                  The Fund, Underlying Funds and Segregated Accounts may invest
during periods of adverse market or economic conditions for defensive purposes
some or all of their assets in high quality money market instruments and other
short-term obligations, money market mutual funds or repurchase agreements with
banks or broker-dealers or may hold cash or cash equivalents in such amounts as
Tremont Partners, Inc., the Fund's sub-adviser (the "Sub-Adviser"), or
Underlying Fund Managers deem appropriate under the circumstances. The Fund or
Underlying Funds also may invest in these instruments for liquidity purposes
pending allocation of their respective offering proceeds and other
circumstances. Money market instruments are high quality, short-term
fixed-income obligations, which generally have remaining maturities of one year
or less, and may include U.S. Government securities, commercial paper,
certificates of deposit and bankers' acceptances issued by domestic branches of
banks that are members of the Federal Deposit Insurance Corporation, and
repurchase agreements.

REPURCHASE AGREEMENTS

                  Repurchase agreements are agreements under which the Fund, an
Underlying Fund or Segregated Account purchases securities from a bank that is a
member of the Federal Reserve System, a foreign bank or a securities dealer that
agrees to repurchase the securities from the Company at a higher price on a
designated future date. If the seller under a repurchase agreement becomes
insolvent or otherwise fails to repurchase the securities, the Fund, Underlying
Fund or Segregated Account would have the right to sell the securities. This
right, however, may be restricted, or the value of the securities may decline
before the securities can be liquidated. In the event of the commencement of
bankruptcy or insolvency proceedings with respect to the seller of the
securities before the repurchase of the securities under a repurchase agreement
is accomplished, the Fund, Underlying Fund or Segregated Account might encounter
a delay and incur costs, including a decline in the value of the securities,
before being able to sell the securities. Repurchase agreements that are subject
to foreign law may not enjoy protections comparable to those provided to certain
repurchase agreements under U.S. bankruptcy law, and they therefore may involve
greater risks. The Fund has adopted specific policies designed to minimize
certain of the risks of loss from its use of repurchase agreements.

REVERSE REPURCHASE AGREEMENTS

                  Reverse repurchase agreements involve the sale of a security
to a bank or securities dealer and the simultaneous agreement to repurchase the
security for a fixed price, reflecting a market rate of interest, on a specific
date. These transactions involve a risk that the other party to a reverse
repurchase agreement will be unable or unwilling to complete the transaction as
scheduled, which may result in losses to an Underlying Fund or Segregated
Account. Reverse repurchase agreements are a form of leverage which also may
increase the volatility of an Underlying Fund's or Segregated Account's
investment portfolio.

SPECIAL INVESTMENT TECHNIQUES

                  Underlying Funds and Segregated Accounts may use a variety of
special investment techniques as more fully discussed below to hedge a portion
of their investment portfolios against various risks or other factors that
generally affect the values of securities. They may also use these techniques
for non-hedging purposes in pursuing their investment objectives. These
techniques may involve the use of derivative transactions. The techniques
Underlying Funds and Segregated Accounts may employ may change over time as new
instruments and techniques are introduced or as a result of regulatory
developments. Certain of the special investment techniques that Underlying Funds
or Segregated Accounts may use are speculative and involve a high degree of
risk, particularly when used for non-hedging purposes. It is possible that any
hedging transaction may not perform as anticipated and that an Underlying Fund
or Segregated Account may suffer losses as a result of its hedging activities.

                  DERIVATIVES. Underlying Funds and Segregated Accounts may
engage in transactions involving options, futures and other derivative financial
instruments. Derivatives can be volatile and involve various types and degrees
of risk, depending upon the characteristics of the particular derivative and the
portfolio as a whole. Derivatives permit Underlying Funds and Segregated
Accounts to increase or decrease the level of risk, or change the character of
the risk, to which their portfolios are exposed in much the same way as they can
increase or decrease the level of risk, or change the character of the risk, of
their portfolios by making investments in specific securities.

                  Derivatives may entail investment exposures that are greater
than their cost would suggest, meaning that a small investment in derivatives
could have a large potential impact on an Underlying Fund's or Segregated
Account's performance.

                  If an Underlying Fund or Segregated Account invests in
derivatives at inopportune times or judges market conditions incorrectly, such
investments may lower the Underlying Fund's or Segregated Account's return or
result in a loss. An Underlying Fund or Segregated Account also could experience
losses if its derivatives were poorly correlated with its other investments, or
if the Underlying Fund or Segregated Account were unable to liquidate its
position because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Changes in liquidity may
result in significant, rapid and unpredictable changes in the prices for
derivatives.

                  OPTIONS AND FUTURES. The Underlying Fund Managers may utilize
options and futures contracts. They also may use so-called "synthetic" options
(notional principal contracts with characteristics of an OTC option) or other
derivative instruments written by broker-dealers or other permissible financial
intermediaries. Such transactions may be effected on securities exchanges, in
the over-the-counter market, or negotiated directly with counterparties. When
such transactions are purchased over-the-counter or negotiated directly with
counterparties, an Underlying Fund or Segregated Account bears the risk that the
counterparty will be unable or unwilling to perform its obligations under the
option contract. Such transactions may also be illiquid and, in such cases, an
Underlying Fund Manager may have difficulty closing out its position.
Over-the-counter options and synthetic transactions purchased and sold by
Underlying Funds and Segregated Accounts may include options on baskets of
specific securities.

                  The Underlying Fund Managers may purchase call and put options
on specific securities, and may write and sell covered or uncovered call and put
options for hedging purposes and non-hedging purposes to pursue their investment
objectives. A put option gives the purchaser of the option the right to sell,
and obligates the writer to buy, the underlying security at a stated exercise
price at any time prior to the expiration of the option. Similarly, a call
option gives the purchaser of the option the right to buy, and obligates the
writer to sell, the underlying security at a stated exercise price at any time
prior to the expiration of the option. A covered call option is a call option
with respect to which an Underlying Fund or Segregated Account owns the
underlying security. The sale of such an option exposes an Underlying Fund or
Segregated Account during the term of the option to possible loss of opportunity
to realize appreciation in the market price of the underlying security or to
possible continued holding of a security that might otherwise have been sold to
protect against depreciation in the market price of the security. A covered put
option is a put option with respect to which cash or liquid securities have been
placed in a segregated account on an Underlying Fund's or Segregated Account's
books. The sale of such an option exposes the seller during the term of the
option to a decline in price of the underlying security while also depriving the
seller of the opportunity to invest the segregated assets. Options sold by the
Underlying Funds and Segregated Accounts need not be covered.

                  An Underlying Fund or Segregated Account may close out a
position when writing options by purchasing an option on the same security with
the same exercise price and expiration date as the option that it has previously
written on the security. The Underlying Fund or Segregated Account will realize
a profit or loss if the amount paid to purchase an option is less or more, as
the case may be, than the amount received from the sale thereof. To close out a
position as a purchaser of an option, an Underlying Fund Manager would
ordinarily effect a similar "closing sale transaction," which involves
liquidating a position by selling the option previously purchased, although the
Underlying Fund Manager could exercise the option should it deem it advantageous
to do so.

                  Synthetic options transactions involve the use of two
financial instruments that, together, have the economic effect of an options
transaction. The risks of synthetic options are generally similar to the risks
of actual options, with the addition of increased market risk, liquidity risk,
counterparty credit risk, legal risk and operations risk.

                  The use of derivatives that are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC") by Underlying Funds and
Segregated Accounts could cause the Fund to be a commodity pool, which would
require the Fund to comply with certain rules of the CFTC. However, the Fund
intends to conduct its operations to avoid regulation as a commodity pool. If
applicable CFTC rules change, more restrictive conditions may be applied to the
Fund's use of certain derivatives.

                  Underlying Funds and Segregated Accounts may enter into
futures contracts in U.S. domestic markets or on exchanges located outside the
United States. Foreign markets may offer advantages such as trading
opportunities or arbitrage possibilities not available in the United States.
Foreign markets, however, may have greater risk potential than domestic markets.
For example, some foreign exchanges are principal markets so that no common
clearing facility exists and an investor may look only to the broker for
performance of the contract. In addition, any profits that might be realized in
trading could be eliminated by adverse changes in the exchange rate, or a loss
could be incurred as a result of those changes. Transactions on foreign
exchanges may include both commodities which are traded on domestic exchanges
and those which are not. Unlike trading on domestic commodity exchanges, trading
on foreign commodity exchanges is not regulated by the CFTC.

                  Engaging in these transactions involves risk of loss, which
could adversely affect the value of the Fund's net assets. No assurance can be
given that a liquid market will exist for any particular futures contract at any
particular time. Many futures exchanges and boards of trade limit the amount of
fluctuation permitted in futures contract prices during a single trading day.
Once the daily limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be suspended for
specified periods during the trading day. Futures contract prices could move to
the limit for several consecutive trading days with little or no trading,
thereby preventing prompt liquidation of futures positions and potentially
subjecting an Underlying Fund or Segregated Account to substantial losses.

                  Successful use of futures also is subject to an Underlying
Fund Manager's ability to correctly predict movements in the direction of the
relevant market, and, to the extent the transaction is entered into for hedging
purposes, to ascertain the appropriate correlation between the transaction being
hedged and the price movements of the futures contract.

                  Some or all of the Underlying Fund Managers may purchase and
sell stock index futures contracts for an Underlying Fund or Segregated Account.
A stock index future obligates an Underlying Fund or Segregated Account to pay
or receive an amount of cash equal to a fixed dollar amount specified in the
futures contract multiplied by the difference between the settlement price of
the contract on the contract's last trading day and the value of the index based
on the stock prices of the securities that comprise it at the opening of trading
in those securities on the next business day.

                  Some or all of the Underlying Fund Managers may purchase and
sell interest rate futures contracts for an Underlying Fund or Segregated
Account. An interest rate future represents an obligation to purchase or sell an
amount of a specific debt security at a future date at a specific price.

                  Some or all of the Underlying Fund Managers may purchase and
sell currency futures. A currency future creates an obligation to purchase or
sell an amount of a specific currency at a future date at a specific price.

                  OPTIONS ON SECURITIES INDEXES. Some or all of the Underlying
Fund Managers may purchase and sell for the Underlying Funds and Segregated
Accounts call and put options on stock indexes listed on national securities
exchanges or traded in the over-the-counter market for hedging purposes and
non-hedging purposes to pursue their investment objectives. A stock index
fluctuates with changes in the market values of the stocks included in the
index. Accordingly, successful use by an Underlying Fund Manager of options on
stock indexes will be subject to the Underlying Fund Manager's ability to
predict correctly movements in the direction of the stock market generally or of
a particular industry or market segment. This requires different skills and
techniques than predicting changes in the price of individual stocks.

                  WARRANTS AND RIGHTS. Warrants are derivative instruments that
permit, but do not obligate, the holder to subscribe for other securities or
commodities. Rights are similar to warrants, but normally have a shorter
duration and are offered or distributed to shareholders of a company. Warrants
and rights do not carry with them the right to dividends or voting rights with
respect to the securities that they entitle the holder to purchase, and they do
not represent any rights in the assets of the issuer. As a result, warrants and
rights may be considered more speculative than certain other types of
equity-like securities. In addition, the values of warrants and rights do not
necessarily change with the values of the underlying securities or commodities
and these instruments cease to have value if they are not exercised prior to
their expiration dates.

                  SWAP AGREEMENTS. The Underlying Fund Managers may enter into
equity, interest rate, index and currency rate swap agreements on behalf of
Underlying Funds and Segregated Accounts. These transactions are entered into in
an attempt to obtain a particular return when it is considered desirable to do
so, possibly at a lower cost than if an investment was made directly in the
asset that yielded the desired return. Swap agreements are two-party contracts
entered into primarily by institutional investors for periods ranging from a few
weeks to more than a year. In a standard swap transaction, two parties agree to
exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments, which may be adjusted for
an interest factor. The gross returns to be exchanged or "swapped" between the
parties are generally calculated with respect to a "notional amount," i.e., the
return on or increase in value of a particular dollar amount invested at a
particular interest rate, in a particular foreign currency, or in a "basket" of
securities representing a particular index. Forms of swap agreements include
interest rate caps, under which, in return for a premium, one party agrees to
make payments to the other to the extent interest rates exceed a specified rate
or "cap"; interest rate floors, under which, in return for a premium, one party
agrees to make payments to the other to the extent interest rates fall below a
specified level or "floor"; and interest rate collars, under which a party sells
a cap and purchases a floor or vice versa in an attempt to protect itself
against interest rate movements exceeding given minimum or maximum levels.

                  Most swap agreements entered into by an Underlying Fund or
Segregated Account would require the calculation of the obligations of the
parties to the agreements on a "net basis." Consequently, an Underlying Fund's
or Segregated Account's current obligations (or rights) under a swap agreement
generally will be equal only to the net amount to be paid or received under the
agreement based on the relative values of the positions held by each party to
the agreement (the "net amount"). The risk of loss with respect to swaps is
limited to the net amount of interest payments that a party is contractually
obligated to make. If the other party to a swap defaults, an Underlying Fund's
or Segregated Account's risk of loss consists of the net amount of payments that
it contractually is entitled to receive.

                  To achieve investment returns equivalent to those achieved by
an Underlying Fund Manager in whose investment vehicles the Fund could not
invest directly, perhaps because of its investment minimum or its unavailability
for direct investment, the Fund may enter into swap agreements under which the
Fund may agree, on a net basis, to pay a return based on a floating interest
rate, such as LIBOR, and to receive the total return of the reference investment
vehicle over a stated time period. The Fund may seek to achieve the same
investment result through the use of other derivatives in similar circumstances.
The Federal income tax treatment of swap agreements and other derivatives used
in the above manner is unclear. The Fund does not currently intend to use swaps
or other derivatives in this manner.

LENDING PORTFOLIO SECURITIES

                  An Underlying Fund or Segregated Account may lend securities
from its portfolio to brokers, dealers and other financial institutions needing
to borrow securities to complete certain transactions. The Underlying Fund or
Segregated Account continues to be entitled to payments in amounts equal to the
interest, dividends or other distributions payable on the loaned securities
which affords the Underlying Fund or Segregated Account an opportunity to earn
interest on the amount of the loan and on the loaned securities' collateral. An
Underlying Fund or Segregated Account generally will receive collateral
consisting of cash, U.S. Government Securities or irrevocable letters of credit
which will be maintained at all times in an amount equal to at least 100% of the
current market value of the loaned securities. The Underlying Fund or Segregated
Account might experience risk of loss if the institution with which it has
engaged in a portfolio loan transaction breaches its agreement with the
Underlying Fund or Segregated Account.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES

                  To reduce the risk of changes in securities prices and
interest rates, an Underlying Fund or Segregated Account may purchase securities
on a forward commitment, when-issued or delayed delivery basis, which means
delivery and payment take place a number of days after the date of the
commitment to purchase. The payment obligation and the interest rate receivable
with respect to such purchases are fixed when the Underlying Fund or Segregated
Account enters into the commitment, but the Underlying Fund or Segregated
Account does not make payment until it receives delivery from the counterparty.
After an Underlying Fund or Segregated Account commits to purchase such
securities, but before delivery and settlement, it may sell the securities if it
is deemed advisable.

                  Securities purchased on a forward commitment or when-issued or
delayed delivery basis are subject to changes in value, generally changing in
the same way, i.e., appreciating when interest rates decline and depreciating
when interest rates rise, based upon the public's perception of the
creditworthiness of the issuer and changes, real or anticipated, in the level of
interest rates. Securities so purchased may expose an Underlying Fund or
Segregated Account to risks because they may experience such fluctuations prior
to their actual delivery. Purchasing securities on a when-issued or delayed
delivery basis can involve the additional risk that the yield available in the
market when the delivery takes place actually may be higher than that obtained
in the transaction itself. Purchasing securities on a forward commitment,
when-issued or delayed delivery basis when an Underlying Fund or Segregated
Account is fully or almost fully invested results in a form of leverage and may
result in greater potential fluctuation in the value of the net assets of an
Underlying Fund or Segregated Account. In addition, there is a risk that
securities purchased on a when-issued or delayed delivery basis may not be
delivered and that the purchaser of securities sold by an Underlying Fund or
Segregated Account on a forward basis will not honor its purchase obligation. In
such cases, the Underlying Fund or Segregated Account may incur a loss.

PORTFOLIO PROXY VOTING

                  The Fund has delegated responsibility for voting proxies
relating to securities owned by the Fund to OppenheimerFunds, Inc. the
investment adviser to the Fund (the "Adviser") and the Adviser has delegated
proxy voting responsibility to the Sub-Adviser. The Fund invests primarily in
private investment partnerships and similar investment vehicles, which are not
voting securities. To the extent the Fund invests in voting securities or in the
unlikely event that an Underlying Fund does solicit the vote or consent of its
interest holders, the Fund and the Sub-Adviser have adopted the OppenheimerFunds
Portfolio Proxy Voting Policies and Procedures.

                  The Fund's primary consideration in voting portfolio proxies
is the financial interests of the Fund and its shareholders. The Fund has
retained an unaffiliated third-party as its agent to vote portfolio proxies in
accordance with the Fund's Portfolio Proxy Voting Guidelines and to maintain
records of such portfolio proxy voting. The Portfolio Proxy Voting Policies and
Procedures include provisions to address conflicts of interest that may arise
between the Fund and the Adviser or the Adviser's affiliates or business
relationships. Such a conflict of interest may arise, for example, where the
Adviser or an affiliate of the Adviser manages or administers the assets of a
pension plan or other investment account of the portfolio company soliciting the
proxy or seeks to serve in that capacity. The Adviser and its affiliates
generally seek to avoid such conflicts by maintaining separate investment
decision making processes to prevent the sharing of business objectives with
respect to proposed or actual actions regarding portfolio proxy voting
decisions. Additionally, the Adviser employs the following two procedures: (1)
if the proposal that gives rise to the conflict is specifically addressed in the
Guidelines, the Adviser will vote the portfolio proxy in accordance with the
Guidelines, provided that they do not provide discretion to the Adviser on how
to vote on the matter; and (2) if such proposal is not specifically addressed in
the Guidelines or the Guidelines provide discretion to the Adviser on how to
vote, the Adviser will vote in accordance with the third-party proxy voting
agent's general recommended guidelines on the proposal provided that the Adviser
has reasonably determined that there is no conflict of interest on the part of
the proxy voting agent. If neither of the previous two procedures provides an
appropriate voting recommendation, the Adviser may retain an independent
fiduciary to advise the Adviser on how to vote the proposal or may abstain from
voting. The Guidelines' provisions with respect to certain routine and
non-routine proxy proposals are summarized below:
o             The Fund generally votes with the recommendation of the issuer's
              management on routine matters, including ratification of the
              independent registered public accounting firm, unless
              circumstances indicate otherwise.
o             The Fund evaluates nominees for director nominated by management
              on a case-by-case basis, examining the following factors, among
              others: Composition of the board and key board committees,
              attendance at board meetings, corporate governance provisions and
              takeover activity, long-term company performance and the nominee's
              investment in the company.
o             In general, the Fund opposes anti-takeover proposals and supports
              the elimination, or the ability of shareholders to vote on the
              preservation or elimination, of anti-takeover proposals, absent
              unusual circumstances.
o             The Fund supports shareholder proposals to reduce a super-majority
              vote requirement, and opposes management proposals to add a
              super-majority vote requirement.
o The Fund opposes proposals to classify the board of directors or trustees. o
The Fund supports proposals to eliminate cumulative voting. o The Fund opposes
re-pricing of stock options without shareholder approval.
o             The Fund generally considers executive compensation questions such
              as stock option plans and bonus plans to be ordinary business
              activity. The Fund analyzes stock option plans, paying particular
              attention to their dilutive effect. While the Fund generally
              supports management proposals, the Fund opposes plans it considers
              to be excessive.

         The Fund is required to file Form N-PX, with its complete proxy voting
record for the 12 months ended June 30th, no later than August 31st of each
year. The Fund's Form N-PX filing is available (i) without charge, upon request,
by calling the Fund toll-free at 1.800.525.7048 and (ii) on the Securities and
Exchange Commission's website at www.sec.gov.

PORTFOLIO TURNOVER

                  "Portfolio turnover" describes the rate at which the Fund
traded its portfolio investments during its last fiscal year. For example, if a
fund sold all of its portfolio investments during the year, its portfolio
turnover rate would have been 100%. The Sub-Adviser is not limited in the amount
of portfolio trading it may conduct on behalf of the Fund in seeking to achieve
the Fund's investment objective and will invest in and withdraw from the
Underlying Funds held in the Fund's portfolio as it deems appropriate. The rate
of portfolio turnover will not be treated as a limiting or relevant factor when
circumstances exist that are considered by the Sub-Adviser to make portfolio
changes advisable.

                  Although the Sub-Adviser expects that many of the Fund's
investments in Underlying Funds will be relatively long term in nature, it may
make changes in the Fund's particular portfolio holdings whenever it is
considered that an investment no longer offers the potential for attractive
returns, or has reached its anticipated level of performance, or (especially
when cash is not otherwise available) that another investment appears to have a
relatively greater opportunity for return. The Sub-Adviser may also make
strategy specific reallocations to certain Underlying Funds held in the Fund's
portfolio to seek to limit the Fund's overall investment exposure to general
trends in equity, debt and other markets. The Sub-Adviser may also make general
portfolio changes to increase the Fund's cash to position us in a defensive
posture. The Sub-Adviser may make portfolio changes without regard to the length
of time the Fund has held an investment, or whether a sale results in profit or
loss, or whether a purchase results in the reacquisition of an investment which
the Fund may have only recently sold. The portfolio turnover rate may vary
greatly from year to year as well as during a year and may also be affected by
cash requirements. If the Fund repurchases large amounts of Shares during
Repurchase Offers, it may have to sell portions of its securities holdings to
raise cash to pay for those repurchases. That may result in a higher than usual
portfolio turnover rate.

                  The annual rate of the Fund's total portfolio turnover for the
fiscal years ended March 31, 2006 and March 31, 2005 was 38% and 52%
respectively.

                  REPURCHASES, MANDATORY REDEMPTIONS AND TRANSFERS OF SHARES

REPURCHASE OFFERS

                  As discussed in the prospectus, offers to repurchase Shares
will be made by the Fund at such times and on such terms (including as to the
number of Shares) as may be determined by the Board of Directors of the Fund
(the "Board"), in its sole discretion in accordance with the provisions of
applicable law. In determining whether the Fund should repurchase Shares or
portions thereof from Shareholders pursuant to written tenders, the Board will
consider the recommendation of the Adviser. The Board also will consider various
factors, including but not limited to those listed in the prospectus, in making
its determinations.

                  The Board will cause the Fund to make offers to repurchase
Shares from Shareholders pursuant to written tenders only on terms it determines
to be fair to the Fund, subject to certain regulatory requirements imposed by
Securities and Exchange Commission (the "SEC") rules, and to all Shareholders or
persons holding Shares acquired from Shareholders. When the Board determines
that the Fund will repurchase Shares or portions thereof, notice will be
provided to each Shareholder describing the terms thereof, and containing
information Shareholders should consider in deciding whether and how to
participate in such repurchase opportunity. Shareholders who are deciding
whether to tender their Shares or portions thereof during the period that a
repurchase offer is open may ascertain an estimated net asset value of their
Shares from the Adviser during such period. If a repurchase offer is
oversubscribed by Shareholders, the Fund will repurchase only a pro rata portion
of the Shares tendered by each Shareholder.

                  As discussed in the prospectus, the Fund will issue notes to
tendering Shareholders in connection with the repurchase of Shares. Upon its
acceptance of tendered Shares for repurchase, the Fund will maintain daily on
its books a segregated account consisting of (i) cash, (ii) liquid securities or
(iii) interests in Underlying Funds that the Fund has requested be withdrawn (or
any combination of the foregoing), in an amount equal to the aggregate estimated
unpaid dollar amount of the notes issued by the Fund in connection with the
repurchase offer.

                  Payment for repurchased Shares may require the Fund to
liquidate portfolio holdings earlier than the Sub-Adviser would otherwise
liquidate these holdings, potentially resulting in losses, and may increase the
Fund's portfolio turnover. The Sub-Adviser intends to take measures (subject to
such policies as may be established by the Board) to attempt to avoid or
minimize potential losses and turnover resulting from the repurchase of Shares.

MANDATORY REDEMPTION BY THE FUND

                  As noted in the prospectus, the Fund has the right to redeem
Shares of a Shareholder or any person acquiring Shares from or through a
Shareholder under certain circumstances. Such mandatory redemptions may be made
if:

o                     Share have been transferred or Shares have vested in any
                      person by operation of law as the result of the death,
                      dissolution, bankruptcy or incompetency of a Shareholder;
o                     ownership of Shares by a Shareholder or other person will
                      cause the Fund to be in violation of, or subject the Fund
                      to additional registration or regulation under, the
                      securities, commodities or other laws of the United States
                      or any other relevant jurisdiction;
o                     continued ownership of such Shares may be harmful or
                      injurious to the business or reputation of the Fund
                      or the Adviser;
o                     any of the representations and warranties made by a
                      Shareholder in connection with the acquisition of
                      Shares was not true when made or has ceased to be true; or
o                     it would be in the best interests of the Fund to redeem Shares.

TRANSFERS OF SHARES

                  No shareholder will be permitted to transfer Shares of the
Fund unless after such transfer the value of the Shares remaining is at least
equal to Fund's minimum investment requirement. If such a transferee does not
meet the Shareholder eligibility requirements, the Fund reserves the right to
redeem its Shares. Any transfer of Shares in violation of the LLC Agreement will
not be permitted and will be void. The LLC Agreement provides that each
Shareholder has agreed to indemnify and hold harmless the Fund, the Directors,
the Adviser, each other Shareholder and any affiliate of the foregoing against
all losses, claims, damages, liabilities, costs and expenses, including legal or
other expenses incurred in investigating or defending against any such losses,
claims, damages, liabilities, costs and expenses or any judgments, fines and
amounts paid in settlement, joint or several, to which such persons may become
subject by reason of or arising from any transfer made by such Shareholder in
violation of these provisions or any misrepresentation made by such Shareholder
in connection with any such transfer.

                               BOARD OF DIRECTORS

         Board of Directors and Oversight Committees. The Fund is governed by a
Board of Directors, which is responsible for protecting the interests of
shareholders under Delaware law. The Directors meet periodically throughout the
year to oversee the Fund's activities, review its performance, and review the
actions of the Adviser and Sub-Adviser.

         The Board of Directors has an Audit Committee, a Regulatory & Oversight
Committee, a Governance Committee and a Proxy Committee. Each Committee is
comprised solely of Directors who are not "interested persons" under the
Investment Company Act (the "Independent Directors"). The members of the Audit
Committee are Joel W. Motley (Chairman), Mary F. Miller, Kenneth A. Randall and
Joseph M. Wikler. The Audit Committee held 5 meetings during the Fund's fiscal
year ended March 31, 2006. The Audit Committee furnishes the Board with
recommendations regarding the selection of the Fund's independent registered
public accounting firm (also referred to as the "independent Auditors"). Other
main functions of the Audit Committee outlined in the Audit Committee Charter,
include, but are not limited to: (i) reviewing the scope and results of
financial statement audits and the audit fees charged; (ii) reviewing reports
from the Fund's independent Auditors regarding the Fund's internal accounting
procedures and controls; (iii) reviewing reports from the Adviser's Internal
Audit Department; (iv) maintaining a separate line of communication between the
Fund's independent Auditors and the Independent Directors; (v) reviewing the
independence of the Fund's independent Auditors; and (vi) pre-approving the
provision of any audit or non-audit services by the Fund's independent Auditors,
including tax services, that are not prohibited by the Sarbanes-Oxley Act, to
the Fund, the Adviser and certain affiliates of the Adviser.

         The members of the Regulatory & Oversight Committee are Robert G. Galli
(Chairman), Matthew P. Fink, Phillip A. Griffiths, Joel W. Motley and Brian F.
Wruble. The Regulatory & Oversight Committee held 3 meetings during the Fund's
fiscal year ended March 31 2006. The Regulatory & Oversight Committee evaluates
and reports to the Board on the Fund's contractual arrangements, including the
Investment Advisory and Distribution Agreements, transfer agency and shareholder
service agreements and custodian agreements as well as the policies and
procedures adopted by the Fund to comply with the Investment Company Act and
other applicable law, among other duties as set forth in the Regulatory &
Oversight Committee's Charter.

         The members of the Governance Committee are, Phillip A. Griffiths
(Chairman), Kenneth A. Randall, Russell S. Reynolds, Jr. and Peter I. Wold. The
Governance Committee held 3 meetings during the Fund's fiscal year ended March
31, 2005. The Governance Committee reviews the Fund's governance guidelines, the
adequacy of the Fund's Codes of Ethics, and develops qualification criteria for
Board members consistent with the Fund's governance guidelines, among other
duties set forth in the Governance Committee's Charter.

         The Governance Committee's functions also include the selection and
nomination of Directors, including Independent Directors for election. The
Governance Committee may, but need not, consider the advice and recommendation
of the Adviser and its affiliates in selecting nominees. The full Board elects
new Directors except for those instances when a shareholder vote is required.

         To date, the Governance Committee has been able to identify from its
own resources an ample number of qualified candidates. Nonetheless, under the
current policy of the Board, if the Board determines that a vacancy exists or is
likely to exist on the Board, the Governance Committee will consider candidates
for Board membership including those recommended by the Fund's shareholders. The
Governance Committee will consider nominees recommended by Independent Board
members or recommended by any other Board members including Board members
affiliated with the Fund's Adviser. The Governance Committee may, upon Board
approval, retain an executive search firm to assist in screening potential
candidates. Upon Board approval, the Governance Committee may also use the
services of legal, financial, or other external counsel that it deems necessary
or desirable in the screening process. Shareholders wishing to submit a nominee
for election to the Board may do so by mailing their submission to the offices
of OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street, 11th
Floor, New York, New York 10281-1008, to the attention of the Board of Directors
of Oppenheimer Tremont Opportunity Fund LLC, c/o the Secretary of the Fund.

         Submissions should, at a minimum, be accompanied by the following: (1)
the name, address, and business, educational, and/or other pertinent background
of the person being recommended; (2) a statement concerning whether the person
is an "interested person" as defined in the Investment Company Act; (3) any
other information that the Fund would be required to include in a proxy
statement concerning the person if he or she was nominated; and (4) the name and
address of the person submitting the recommendation and, if that person is a
Shareholder, the period for which that person held Fund Shares. Shareholders
should note that a person who owns securities issued by Massachusetts Mutual
Life Insurance Company (the parent company of the Manager) would be deemed an
"interested person" under the Investment Company Act. In addition, certain other
relationships with Massachusetts Mutual Life Insurance Company or its
subsidiaries, with registered broker-dealers, or with the Funds' outside legal
counsel may cause a person to be deemed an "interested person."

         The Governance Committee has not established specific qualifications
that it believes must be met by a trustee nominee. In evaluating trustee
nominees, the Governance Committee considers, among other things, an
individual's background, skills, and experience; whether the individual is an
"interested person" as defined in the Investment Company Act; and whether the
individual would be deemed an "audit committee financial expert" within the
meaning of applicable SEC rules. The Governance Committee also considers whether
the individual's background, skills, and experience will complement the
background, skills, and experience of the other Directors and will contribute to
the Board. There are no differences in the manner in which the Governance
Committee evaluates nominees for trustees based on whether the nominee is
recommended by a Shareholder. Candidates are expected to provide a mix of
attributes, experience, perspective and skills necessary to effectively advance
the interests of Shareholders.

         The members of the Proxy Committee are Russell S. Reynolds, Jr.
(Chairman), Matthew P. Fink and Mary F. Miller. The Proxy Committee did not hold
any meetings during the Fund's fiscal year ended March 31, 2006. The Proxy
Committee provides the Board with recommendations for the proxy voting of
portfolio securities held by the Fund and monitors proxy voting by the Fund.

Directors and Officers of the Fund. Except for Mr. Murphy, each of the Directors
is an Independent Director. All of the Directors are also directors or Trustees
of the following Op penheimer funds (referred to as "Board I Funds"):

Oppenheimer AMT-Free Municipals                                Oppenheimer Limited Term California Municipal Fund
Oppenheimer AMT-Free New York Municipals                       Oppenheimer Money Market Fund, Inc.
Oppenheimer Balanced Fund                                      Oppenheimer Multi-State Municipal Trust
Oppenheimer California Municipal Fund                          Oppenheimer Portfolio Series
Oppenheimer Capital Appreciation Fund                          Oppenheimer Real Estate Fund
Oppenheimer Developing Markets Fund                            Oppenheimer RochesterTM Arizona Municipal Fund
Oppenheimer Discovery Fund                                     Oppenheimer RochesterTM Maryland Municipal Fund
Oppenheimer Dividend Growth Fund                               Oppenheimer RochesterTM Massachusetts Municipal Fund
Oppenheimer Emerging Growth Fund                               Oppenheimer RochesterTM Michigan Municipal Fund
Oppenheimer Emerging Technologies Fund                         Oppenheimer RochesterTM North Carolina Municipal Fund
Oppenheimer Enterprise Fund                                    Oppenheimer RochesterTM Ohio Municipal Fund
Oppenheimer Global Fund                                        Oppenheimer RochesterTM Virginia Municipal Fund
Oppenheimer Global Opportunities Fund                          Oppenheimer Select Value Fund
Oppenheimer Gold & Special Minerals Fund                       Oppenheimer Series Fund, Inc.
Oppenheimer Growth Fund                                        OFI Tremont Core Strategies Hedge Fund
Oppenheimer International Diversified Fund                     OFI Tremont Market Neutral Hedge Fund
Oppenheimer International Growth Fund                          Oppenheimer Tremont Market Neutral Fund LLC
Oppenheimer International Small Company Fund                   Oppenheimer Tremont Opportunity Fund LLC
Oppenheimer International Value Fund                           Oppenheimer U.S. Government Trust

         In addition to being a Board Member of each of the Board I Funds,
Messrs. Galli and Wruble are directors or trustees of ten other portfolios.

         Present or former officers, directors, trustees and employees (and
their immediate family members) of the Fund, the Adviser and its affiliates, and
retirement plans established by them for their employees are permitted to
purchase Shares of the Fund and the other Oppenheimer funds at net asset value
without sales charge. The sales charge on Shares is waived for that group
because of the reduced sales efforts realized by OppenheimerFunds Distributor,
Inc. (the "Distributor").

         Messrs. Birney, Gillespie, Murphy, Petersen, Szilagyi, Vandehey, Wixted
and Zack and Mss. Bloomberg and Ives, who are officers of the Fund, hold the
same offices with one or more of the other Board I Funds. As of May 31, 2006 the
Directors and officers of the Fund, as a group, owned of record or beneficially
less than 1% of the Fund. The foregoing statement does not reflect ownership of
Shares held of record by an employee benefit plan for employees of the Adviser,
other than the Shares beneficially owned under that plan by the officers of the
Fund listed above. In addition, none of the Independent Directors (nor any of
their immediate family members) owns securities of either the Adviser, the
Sub-Adviser or the Distributor of the Board I Funds or of any entity directly or
indirectly controlling, controlled by or under common control with the Adviser,
the Sub-Adviser or the Distributor.

         Biographical Information. The Directors and officers, their positions
with the Fund, length of service in such position(s) and principal occupations
and business affiliations during at least the past five years are listed in the
charts below. The charts also include information about each Director's
beneficial share ownership in the Fund and in all of the registered investment
companies that the Director oversees in the Oppenheimer family of funds
("Supervised Funds"). The address of each Director in the chart below is 6803 S.
Tucson Way, Centennial, Colorado 80112-3924. Each Director serves for an
indefinite term, or until his or her resignation, retirement, death or removal.

-------------------------------------------------------------------------------------------------------------------------------------
                                                       Independent Directors
-------------------------------------------------------------------------------------------------------------------------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Name, Position(s) Held       Principal Occupation(s) During the Past 5 Years; Other           Dollar Range of     Aggregate Dollar
                                                                                                   Shares
                                                                                                Beneficially      Range Of Shares
with the Fund, Length of     Directorships/Trusteeships Held; Number of Portfolios in the         Owned in       Beneficially Owned
Service, Age                 Fund Complex Currently Overseen                                      the Fund      in Supervised Funds
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ---------------------------------------
                                                                                                     As of December 31, 2005
---------------------------- ---------------------------------------------------------------- ---------------------------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Clayton K. Yeutter,          Director of American Commercial Lines (barge company) (since     None              Over $100,000
Chairman of the Board of     January 2005); Attorney at Hogan & Hartson (law firm) (since
Directors since 2005,        June 1993); Director of Covanta Holding Corp. (waste-to-energy
Director since 2005          company) (since 2002); Director of Weyerhaeuser Corp.
Age: 75                      (1999-April 2004); Director of Caterpillar, Inc.
                             (1993-December 2002); Director of ConAgra Foods
                             (1993-2001); Director of Texas Instruments
                             (1993-2001); Director of FMC Corporation
                             (1993-2001). Oversees 43 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Matthew P. Fink,             Trustee of the Committee for Economic Development (policy        None              Over $100,000
Director since 2005          research foundation) (since 2005); Director of ICI Education
Age: 65                      Foundation (education foundation) (since October 1991);
                             President of the Investment Company Institute
                             (trade association) (October 1991-June 2004);
                             Director of ICI Mutual Insurance Company (insurance
                             company) (October 1991-June 2004). Oversees 43
                             portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Robert G. Galli,             A director or trustee of other Oppenheimer funds. Oversees 53    None              Over $100,000
Director since 2005          portfolios in the OppenheimerFunds complex.
Age: 72

---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Phillip A. Griffiths,        Distinguished Presidential Fellow for International Affairs      None              Over $100,000
Director since 2005          (since 2002) and Member (since 1979) of the National Academy
Age: 67                      of Sciences; Council on Foreign Relations (since 2002);
                             Director of GSI Lumonics Inc. (precision medical equipment
                             supplier) (since 2001); Senior Advisor of The Andrew W. Mellon
                             Foundation (since 2001); Chair of Science Initiative Group
                             (since 1999); Member of the American Philosophical Society
                             (since 1996); Trustee of Woodward Academy (since 1983);
                             Foreign Associate of Third World Academy of Sciences; Director
                             of the Institute for Advanced Study (1991-2004); Director of
                             Bankers Trust New York Corporation (1994-1999); Provost at
                             Duke University (1983-1991). Oversees 43 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Mary F. Miller,              Trustee of the American Symphony Orchestra (not-for-profit)      None              Over $100,000
Director since 2005          (since October 1998); and Senior Vice President and General
Age: 63                      Auditor of American Express Company (financial services
                             company) (July 1998-February 2003). Oversees 43
                             portfolios in the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Joel W. Motley,              Director of Columbia Equity Financial Corp. (privately-held      None              Over $100,000
Director since 2005          financial adviser) (since 2002); Managing Director of Carmona
Age: 54                      Motley, Inc. (privately-held financial adviser) (since January
                             2002); Managing Director of Carmona Motley Hoffman
                             Inc. (privately-held financial adviser) (January
                             1998-December 2001); Member of the Finance and
                             Budget Committee of the Council on Foreign
                             Relations, the Investment Committee of the
                             Episcopal Church of America, the Investment
                             Committee and Board of Human Rights Watch and the
                             Investment Committee of Historic Hudson Valley.
                             Oversees 43 portfolios in the OppenheimerFunds
                             complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Kenneth A. Randall,          Director of Dominion Resources, Inc. (electric utility holding   None              Over $100,000
Director since 2005          company) (February 1972-October 2005); Former Director of
Age: 79                      Prime Retail, Inc. (real estate investment trust), Dominion
                             Energy Inc. (electric power and oil & gas producer),
                             Lumberman's Mutual Casualty Company, American
                             Motorists Insurance Company and American
                             Manufacturers Mutual Insurance Company; Former
                             President and Chief Executive Officer of The
                             Conference Board, Inc. (international economic and
                             business research). Oversees 43 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Russell S. Reynolds, Jr.,    Chairman of The Directorship Search Group, Inc. (corporate       None              Over $10,001-$50,000
Director since 2005          governance consulting and executive recruiting) (since 1993);
Age: 74                      Life Trustee of International House (non-profit educational
                             organization); Founder, Chairman and Chief Executive Officer
                             of Russell Reynolds Associates, Inc. (1969-1993); Banker at
                             J.P. Morgan & Co. (1958-1966); 1st Lt. Strategic Air Command,
                             U.S. Air Force (1954-1958). Oversees 43 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Joseph M. Wikler,            Director of the following  medical device  companies:  Medintec  None              Over $100,000
Director since 2002          (since  1992)  and  Cathco  (since  1996);  Director  of  Lakes
Age: 65                      Environmental   Association   (since   1996);   Member  of  the
                             Investment Committee of the Associated Jewish
                             Charities of Baltimore (since 1994); Director of
                             Fortis/Hartford mutual funds (1994-December 2001).
                             Oversees 43 portfolios in the OppenheimerFunds
                             complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Peter I. Wold,               President   of  Wold  Oil   Properties,   Inc.   (oil  and  gas  None              Over $100,000
Director since 2002          exploration  and  production   company)   (since  1994);   Vice
Age: 58                      President,  Secretary and Treasurer of Wold Trona Company, Inc.
                             (soda ash processing and production) (since 1996);
                             Vice President of Wold Talc Company, Inc. (talc
                             mining) (since 1999); Managing Member of
                             Hole-in-the-Wall Ranch (cattle ranching) (since
                             1979); Director and Chairman of the Denver Branch
                             of the Federal Reserve Bank of Kansas City
                             (1993-1999); and Director of PacifiCorp. (electric
                             utility) (1995-1999). Oversees 43 portfolios in the
                             OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------
Brian F. Wruble,             General Partner of Odyssey Partners, L.P. (Underlying Fund)      None              Over $100,000
Director since 2005          (since September 1995); Director of Special Value
Age: 63                      Opportunities Fund, LLC (registered investment company) (since
                             September 2004); Member of Zurich Financial
                             Investment Advisory Board (insurance) (since
                             October 2004); Board of Governing Trustees of The
                             Jackson Laboratory (non-profit) (since August
                             1990); Trustee of the Institute for Advanced Study
                             (non-profit educational institute) (since May
                             1992); Special Limited Partner of Odyssey
                             Investment Partners, LLC (private equity
                             investment) (January 1999-September 2004); Trustee
                             of Research Foundation of AIMR (2000-2002)
                             (investment research, non-profit); Governor, Jerome
                             Levy Economics Institute of Bard College (August
                             1990-September 2001) (economics research); Director
                             of Ray & Berendtson, Inc. (May 2000-April 2002)
                             (executive search firm). Oversees 53 portfolios in
                             the OppenheimerFunds complex.
---------------------------- ---------------------------------------------------------------- ----------------- ---------------------

         The address of Mr. Murphy is Two World Financial Center, 225 Liberty
Street, 11th Floor, New York, New York 10281-1008. Mr. Murphy serves as a
Director for an indefinite term, or until his resignation, retirement, death or
removal and as an officer for an indefinite term, or until his resignation,
retirement, death or removal. Mr. Murphy is an "Interested Director" because he
is affiliated with the Adviser by virtue of his positions as an officer and
director of the Adviser, and as a shareholder of its parent company.

------------------------------------------------------------------------------------------------------------------------------------
                                                  Interested Director and Officer
------------------------------------------------------------------------------------------------------------------------------------
--------------------------- ----------------------------------------------------------------- ---------------- ---------------------
Name, Position(s) Held      Principal Occupation(s) During the Past 5 Years; Other             Dollar Range      Aggregate Dollar
                                                                                                 of Shares
                                                                                               Beneficially      Range Of Shares
with Fund, Length of        Directorships/Trusteeships Held; Number of Portfolios in the         Owned in       Beneficially Owned
Service, Age                Fund Complex Currently Overseen                                      the Fund      in Supervised Funds
--------------------------- ----------------------------------------------------------------- ---------------- ---------------------
--------------------------- ----------------------------------------------------------------- --------------------------------------
                                                                                                     As of December 31, 2005
--------------------------- ----------------------------------------------------------------- --------------------------------------
--------------------------- ----------------------------------------------------------------- ----------------- --------------------
John V. Murphy,             Chairman, Chief Executive Officer and Director (since June        $50,001-$100,000  Over $100,000
President, Principal        2001) and President (since September 2000) of the Adviser;
Executive Officer and       President and a director or trustee of other Oppenheimer funds;
Director since 2002         President and Director of Oppenheimer Acquisition Corp. ("OAC")
Age: 56                     (the Adviser's parent holding company) and of Oppenheimer
                            Partnership Holdings, Inc. (holding company
                            subsidiary of the Adviser) (since July 2001);
                            Director of OppenheimerFunds Distributor, Inc.
                            (subsidiary of the Adviser) (since November 2001);
                            Chairman and Director of Shareholder Services, Inc.
                            and of Shareholder Financial Services, Inc.
                            (transfer agent subsidiaries of the Adviser) (since
                            July 2001); President and Director of
                            OppenheimerFunds Legacy Program (charitable trust
                            program established by the Adviser) (since July
                            2001); Director of the following investment advisory
                            subsidiaries of the Adviser: OFI Institutional Asset
                            Management, Inc., Centennial Asset Management
                            Corporation, Trinity Investment Management
                            Corporation and Tremont Capital Management, Inc.
                            (since November 2001), HarbourView Asset Management
                            Corporation and OFI Private Investments, Inc. (since
                            July 2001); President (since November 1, 2001) and
                            Director (since July 2001) of Oppenheimer Real Asset
                            Management, Inc.; Executive Vice President of
                            Massachusetts Mutual Life Insurance Company (OAC's
                            parent company) (since February 1997); Director of
                            DLB Acquisition Corporation (holding company parent
                            of Babson Capital Management LLC) (since June 1995);
                            Member of the Investment Company Institute's Board
                            of Governors (since October 3, 2003); Chief
                            Operating Officer of the Adviser (September
                            2000-June 2001); President and Trustee of MML Series
                            Investment Fund and MassMutual Select Funds
                            (open-end investment companies) (November
                            1999-November 2001); Director of C.M. Life Insurance
                            Company (September 1999-August 2000); President,
                            Chief Executive Officer and Director of MML Bay
                            State Life Insurance Company (September 1999-August
                            2000); Director of Emerald Isle Bancorp and Hibernia
                            Savings Bank (wholly-owned subsidiary of Emerald
                            Isle Bancorp) (June 1989-June 1998). Oversees 91
                            portfolios in the OppenheimerFunds complex.
--------------------------- ----------------------------------------------------------------- ----------------- --------------------

         The addresses of the officers in the chart below are as follows: for Mr. Birney, 555 Theodore Fremd
Avenue, Rye, New York 10580, for Messrs. Gillespie and Zack and Ms. Bloomberg, Two World Financial Center, 225
Liberty Street, New York, New York 10281-1008 and for Messrs. Petersen, Szilagyi, Vandehey and Wixted and Ms.
Ives, 6803 S. Tucson Way, Centennial, Colorado 80112-3924. Each officer serves for an indefinite term or until
his or her resignation, retirement, death or removal.

-----------------------------------------------------------------------------------------------------------------------------
                                                 Other Officers of the Fund
-----------------------------------------------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Name, Position(s) Held with Fund,   Principal Occupation(s) During Past 5 Years
Length of Service, Age
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Timothy J. Birney,                  Vice President of the Sub-Adviser (since January 2005); Investment Management Associate
Vice   President   and   Portfolio  for Tremont Capital Management, Inc., the parent company of the Sub-Adviser (November
Manager since 2005                  2003-January 2005). Vice President at Asset Alliance Corporation (May 2002-November
Age: 38                             2003). Vice President and Research Portfolio Manager of Alternative Asset Management at
                                    Nikko Securities Co. International, Inc. (March 1998-May 2002). An officer of 4
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Mark S. Vandehey,                   Senior Vice President and Chief Compliance Officer of the Adviser (since March 2004);
Vice President and Chief            Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management
Compliance Officer since 2004       Corporation and Shareholder Services, Inc. (since June 1983). Former Vice President and
Age: 55                             Director of Internal Audit of the Adviser (1997-February 2004). An officer of 91
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian W. Wixted,                    Senior Vice President and Treasurer of the Adviser (since March 1999); Treasurer of the
Treasurer and Principal  Financial  following: HarbourView Asset Management Corporation, Shareholder Financial Services,
Accounting Officer since 2002       Inc., Shareholder Services, Inc., Oppenheimer Real Asset Management Corporation, and
Age: 46                             Oppenheimer Partnership Holdings, Inc. (since March 1999), OFI Private Investments,
                                    Inc. (since March 2000), OppenheimerFunds
                                    International Ltd. (since May 2000),
                                    OppenheimerFunds plc (since May 2000), OFI
                                    Institutional Asset Management, Inc. (since
                                    November 2000), and OppenheimerFunds Legacy
                                    Program (charitable trust program
                                    established by the Adviser) (since June
                                    2003); Treasurer and Chief Financial Officer
                                    of OFI Trust Company (trust company
                                    subsidiary of the Adviser) (since May 2000);
                                    Assistant Treasurer of the following: OAC
                                    (since March 1999),Centennial Asset
                                    Management Corporation (March 1999-October
                                    2003) and OppenheimerFunds Legacy Program
                                    (April 2000-June 2003); Principal and Chief
                                    Operating Officer of Bankers Trust
                                    Company-Mutual Fund Services Division (March
                                    1995-March 1999). An officer of 91
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian Petersen,                     Assistant Vice President of the Adviser (since August 2002); Manager/Financial Product
Assistant Treasurer since 2004      Accounting of the Adviser (November 1998-July 2002). An officer of 91 portfolios in the
Age: 35                             OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Brian C. Szilagyi,                  Assistant Vice President of the Adviser (since July 2004); Director of Financial
Assistant Treasurer since 2005      Reporting and Compliance of First Data Corporation (April 2003-July 2004); Manager of
Age: 36                             Compliance of Berger Financial Group LLC (May 2001-March 2003); Director of Mutual Fund
                                    Operations at American Data Services, Inc. (September 2000-May 2001). An officer of 91
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Robert G. Zack,                     Executive Vice President (since January 2004) and General Counsel (since March 2002) of
Secretary since 2002                the Adviser; General Counsel and Director of the Distributor (since December 2001);
Age: 57                             General Counsel of Centennial Asset Management Corporation (since December 2001);
                                    Senior Vice President and General Counsel of HarbourView Asset Management Corporation
                                    (since December 2001); Secretary and General Counsel of OAC (since November 2001);
                                    Assistant Secretary (since September 1997) and Director (since November 2001) of
                                    OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and
                                    Director of Oppenheimer Partnership Holdings, Inc. (since December 2002); Director of
                                    Oppenheimer Real Asset Management, Inc. (since November 2001); Senior Vice President,
                                    General Counsel and Director of Shareholder Financial Services, Inc. and Shareholder
                                    Services, Inc. (since December 2001); Senior Vice President, General Counsel and
                                    Director of OFI Private Investments, Inc. and OFI Trust Company (since November 2001);
                                    Vice President of OppenheimerFunds Legacy Program (since June 2003); Senior Vice
                                    President and General Counsel of OFI Institutional Asset Management, Inc. (since
                                    November 2001); Director of OppenheimerFunds (Asia) Limited (since December 2003);
                                    Senior Vice President (May 1985-December 2003), Acting General Counsel (November
                                    2001-February 2002) and Associate General Counsel (May 1981-October 2001) of the
                                    Adviser; Assistant Secretary of the following: Shareholder Services, Inc. (May
                                    1985-November 2001), Shareholder Financial Services, Inc. (November 1989-November
                                    2001), and OppenheimerFunds International Ltd. (September 1997-November 2001). An
                                    officer of 91 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Kathleen T. Ives,                   Vice President (since June 1998) and Senior Counsel and Assistant Secretary (since
Assistant Secretary since 2002      October 2003) of the Adviser; Vice President (since 1999) and Assistant Secretary
Age: 40                             (since October 2003) of the Distributor; Assistant Secretary of Centennial Asset
                                    Management Corporation (since October 2003); Vice President and Assistant Secretary of
                                    Shareholder Services, Inc. (since 1999); Assistant Secretary of OppenheimerFunds Legacy
                                    Program and Shareholder Financial Services, Inc. (since December 2001); Assistant
                                    Counsel of the Adviser (August 1994-October 2003). An officer of 91 portfolios in the
                                    OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Lisa I. Bloomberg,                  Vice President and Associate Counsel of the Adviser (since May 2004); First Vice
Assistant Secretary since 2004      President (April 2001-April 2004), Associate General Counsel (December 2000-April
Age: 38                             2004), Corporate Vice President (May 1999-April 2001) and Assistant General Counsel
                                    (May 1999-December 2000) of UBS Financial Services Inc. (formerly, PaineWebber
                                    Incorporated). An officer of 91 portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------
----------------------------------- -----------------------------------------------------------------------------------------
Phillip S. Gillespie,               Senior Vice President and Deputy General Counsel of the Adviser (since September 2004);
Assistant Secretary since 2004      First Vice President (2001-September 2004); Director (2000-September 2004) and Vice
Age: 42                             President (1998-2000) of Merrill Lynch Investment Management. An officer of 91
                                    portfolios in the OppenheimerFunds complex.
----------------------------------- -----------------------------------------------------------------------------------------

         Remuneration of the Officers and Directors. The officers and the
interested Director of the Fund, who are affiliated with the Adviser, receive no
salary or fee from the Fund. The Independent Directors' compensation from the
Fund, shown below, is for serving as a Director and member of a committee (if
applicable), with respect to the Fund's fiscal year ended March 31, 2006. The
total compensation from the Fund and fund complex represents compensation,
including accrued retirement benefits, for serving as a Director and member of a
committee (if applicable) of the Boards of the Fund and other funds in the
OppenheimerFunds complex during the calendar year ended December 31, 2005.

--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Name and Other Fund Position(s)        Aggregate                               Estimated Annual      Total Compensation From
                                                       Retirement Benefits
                                   Compensation From    Accrued as Part of       Benefits Upon
(as applicable)                       the Fund(1)         Fund Expenses          Retirement(2)      the Fund and Fund Complex
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- ------------------------------------------ ---------------------- --------------------------
                                      Fiscal year ended March 31, 2006                               Year ended December 31,
                                                                                                              2005
--------------------------------- ------------------------------------------ ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Clayton K. Yeutter                      $156(3)                $312                 $86,171                 $173,700
Chairman of the Board
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Ronald J. Abdow((9))                  $3,786(20)               None                  None                $137,500(1(0))
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Matthew P. Fink                          $102                  $28                  $2,641                   $61,936
Proxy Committee Member and
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Robert G. Galli                          $116                  $307               $100,824(4)              $264,812(5)
Regulatory & Oversight
Committee Chairman
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Phillip A. Griffiths                    $136(6)                $199                 $34,972                 $150,760
Governance Committee Chairman
and Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Mary F. Miller
Audit Committee Member and                $96                  $53                  $7,128                  $103,254
Proxy Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Joel W. Motley                         $136 (7)                $108                 $23,945                 $150,760
Audit Committee Chairman and
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Kenneth A. Randall                       $121                None(8)                $85,944                 $134,080
Audit Committee Member and
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Russell S. Reynolds, Jr.                  $99                  $234                 $66,602                 $108,593
Proxy Committee Chairman and
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Eustis Walcott((9))                   $3,414(21)               None                  None                  $50,500(11)
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Joseph M. Wikler(12(,19))             $1,454 (13)              $196                 $13,200                $60,386(14)
Audit Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Peter I. Wold(12(,19))                  $1,454                 $117                 $12,727                $60,386(15)
Governance Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
Brian F. Wruble(16)                       $90                  $28                $31,332(17)             $159,354(18)
Regulatory & Oversight
Committee Member
--------------------------------- -------------------- --------------------- ---------------------- --------------------------
1. "Aggregate Compensation From the Fund" includes fees and deferred
   compensation, if any.
2. "Estimated Annual Benefits Upon Retirement" is based on a straight life
   payment plan election with the assumption that a Director will retire at the
   age of 75 and is eligible (after 7 years of service) to receive retirement
   plan benefits with respect to certain Board I Funds as described below under
   "Retirement Plan for Directors."
3. Includes $29 deferred by Mr. Yeutter under the "Deferred Compensation Plan"
described below.
4. Includes $45,840 estimated benefits to be paid to Mr. Galli for serving as a
director or trustee of 10 other Oppenheimer funds that are not Board I Funds.
5.   Includes $135,500 paid to Mr. Galli for serving as a director or trustee of
     10 other Oppenheimer funds (at December 31, 2005) that are not Board I
     Funds.
6.   Includes $136 deferred by Mr. Griffiths under the "Deferred Compensation
     Plan" described below.
7.   Includes $54 deferred by Mr. Motley under the "Deferred Compensation Plan"
     described below.
8.   Due to actuarial considerations, no additional retirement benefits were
     accrued with respect to Mr. Randall.
9.   Mr. Abdow and Mr. Walcott retired as Directors of the Fund as of September
     26, 2005.
10.  Includes $40,000 severance payment and includes $81,500 compensation paid
     to Mr. Abdow for serving as a trustee for two open-end investment companies
     (MassMutual Institutional Funds and MML Series Investment Fund) the
     investment adviser for which is the indirect parent company of the Fund's
     Adviser. The Adviser also serves as the Sub-Advisor to the MassMutual
     International Equity Fund, a series of MassMutual Institutional Funds.
     In accordance with SEC regulations, for purposes of this section only,
     "Fund Complex" includes the Oppenheimer funds, MassMutual Institutional
     Funds and MML Series Investment Fund. The Adviser does not consider
     MassMutual Institutional Funds and MML Series Investment Fund to be part
     of the OppenheimerFunds' "Fund Complex" as that term may be otherwise
     interpreted.
11.  Includes severance payment of $36,000 to Mr. Walcott.
12.  Mr. Wikler and Mr. Wold were elected as Board members of 23 of the Board I
     Funds as of August 17, 2005. They had served as Board members of the other
     11 Board I Funds, including the Fund prior to that date.
13.  Includes $49 deferred by Mr. Wikler under the "Deferred Compensation Plan"
     described below.
14.  Includes $23,500 paid to Mr. Wikler for serving as a director or trustee
     of one other Oppenheimer fund (at December 31, 2005) that is not a Board I
     Fund.
15.  Includes $23,500 paid to Mr. Wold for serving as a director or trustee of
     one other Oppenheimer fund (at December 31, 2005) that is not a Board I
     Fund.
16.  Mr. Wruble was appointed as Director of the Board I Funds on October 10,
     2005.
17.  Estimated benefits to be paid to Mr. Wruble for serving as a director or
     trustee of 10 other Oppenheimer funds that are not Board I Funds. Mr.
     Wruble's service as a director or trustee of such funds will not be counted
     towards the fulfillment of his eligibility requirements for payments under
     the Board I retirement plan, described below.
18.  Includes $135,500 paid to Mr. Wruble for serving as a director or trustee
     of 10 other Oppenheimer funds (at December 31, 2005) that are not Board I
     Funds.
19.  Includes $1,357 paid to Mr. Wikler and Mr. Wold, respectively for serving
     as a director or trustee of 10 other Oppenheimer funds that are not Board I
     funds.
20.  Retired effective 9/26/05. Includes $2,857 severance payment for serving as
     a director of 14 other Oppenheimer funds that were formerly Board IV funds
21.  Retired effective 9/26/05. Includes $2,571 severance payment for serving as
     a director of 14 other Oppenheimer funds that were formerly Board IV funds.

         Retirement Plan for Directors. The Board I Funds have adopted a
retirement plan that provides for payments to retired Independent Directors.
Payments are up to 80% of the average compensation paid during a Director's five
years of service in which the highest compensation was received. A Director must
serve as director or trustee for any of the Board I Funds for at least seven
years to be eligible for retirement plan benefits and must serve for at least 15
years to be eligible for the maximum benefit. The amount of retirement benefits
a Director will receive depends on the amount of the Director's compensation,
including future compensation and the length of his or her service on the Board.

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

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

CODES OF ETHICS

                  The Fund, the Adviser, the Sub-Adviser and the Distributor
have each adopted codes of ethics. The codes are designed to detect and prevent
improper personal trading by their personnel, including investment personnel,
that might compete with or otherwise take advantage of the Fund's portfolio
transactions. Covered persons include the Directors and the officers and
directors of the Adviser and the Sub-Adviser, as well as employees of the
Adviser and the Sub-Adviser having knowledge of the investments and investment
intentions of the Fund. The codes of ethics permit persons 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
codes of ethics is carefully monitored and enforced.

                  The codes of ethics are included as exhibits to the Fund's
registration statement filed with the SEC and can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090.
The codes of ethics are available on the EDGAR database on the SEC's Internet
site at http://www.sec.gov, and also may be obtained, after paying a duplicating
fee, by electronic request at the following E-mail address: publicinfo@sec.gov,
or by writing the SEC's Public Reference Section, Washington, D.C. 20549-0102.

                          INVESTMENT ADVISORY SERVICES

THE INVESTMENT ADVISER

                  The Adviser serves as the Fund's investment adviser, subject
to the ultimate supervision of and subject to any policies established by the
Board. The Adviser is a majority owned subsidiary of Oppenheimer Acquisition
Corporation, which in turn is a wholly owned subsidiary of Massachusetts Mutual
Life Insurance Company ("MassMutual"), a global, diversified insurance and
financial services organization..

                  Pursuant to the terms of an investment advisory agreement
entered into between the Fund and the Adviser dated June 9, 2005 (the "Advisory
Agreement"), the Adviser is responsible for developing, implementing and
supervising the Fund's investment program and in connection therewith shall
regularly provide investment advice and recommendations to the Fund with respect
to its investments, investment policies and purchases and sales of securities
for the Fund and arranging for the purchase and sale of such securities.

                  The Adviser is authorized, subject to the approval of the
Board and Shareholders, to retain one of its affiliates to provide any or all of
the investment advisory services required to be provided to the Fund or to
assist the Adviser in providing these services, subject to the requirement that
the Adviser supervise the rendering of any such services to the Fund by its
affiliates.

                  As compensation for services required to be provided by the
Adviser under the Advisory Agreement, the Fund will pay the Adviser a monthly
fee (the "Management Fee") computed at the annual rate of 1.20% of the aggregate
value of outstanding Shares determined as of the last day of the month (before
any repurchases of Shares or the accrual of the Incentive Fee, described below).
The Adviser (or an affiliated company of the Adviser that it designates) is also
entitled to receive a performance-based incentive fee determined as a percentage
of the net profits (the "Incentive Fee"). The method of computation of the
Incentive Fee is described in the prospectus.

                  The Advisory Agreement provides 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 Advisory Agreement,
the Adviser is not liable for any loss the Fund sustains for any investment,
adoption of any investment policy, or the purchase, sale or retention of any
security. In addition, it provides that the Adviser may act as investment
adviser for any other person, firm or corporation and use the name "Oppenheimer"
in connection with other investment companies for which it may act as investment
adviser or general distributor. If the Adviser shall no longer act as investment
adviser of the Fund, the Adviser may withdraw the right of the Fund to use the
name "Oppenheimer" as part of its name.

                  The Adviser or its designee maintains the Fund's accounts,
books and other documents required to be maintained under the Investment Company
Act at OppenheimerFunds, Inc., Two World Financial Center, 225 Liberty Street,
11th Floor, New York, New York 10281-1008.

                  During the fiscal years ended March 31, 2006, March 31, 2005
and March 31, 2004, the Fund paid $1,015,040, $883,859 and $696,895,
respectively, to the Adviser pursuant to the Investment Advisory Agreement.

         For the period July 1, 2005 to fiscal year ended March 31, 2006, the
Adviser earned, but the Fund has not paid $47,824 in Incentive Fees.

                  Prior to the Tax Conversion (i.e., prior to July 1, 2005), the
Adviser (or an affiliated company of the Adviser that it designates) was
entitled to receive a performance-based allocation equal to 10% of the net
profits, if any, in excess of the Preferred Return that otherwise would have
been credited to the capital account of each investor (the "Incentive
Allocation"). The Incentive Allocation would have been debited from each
investor's capital account and credited to the Special Advisory Account.
Accordingly, prior to the Tax Conversion, the Incentive Allocation was not a
Fund expense. After the Tax Conversion, the Incentive Fee (as described in the
prospectus) became a Fund expense. The actual Incentive Fees paid to the Adviser
(or an affiliate of an Adviser) by the Fund will be disclosed in future updates
to this SAI.

THE SUB-ADVISER

                  As authorized by the Advisory Agreement, Tremont Partners,
Inc. (the "Sub-Adviser"), an affiliate of the Adviser, has been assigned
responsibility for providing day-to-day investment management services to the
Fund, subject to the supervision of the Adviser. The Sub-Adviser is primarily
responsible for the selection of Underlying Fund Managers and the allocation of
the assets of the Fund for investment among the Underlying Fund Managers. In
addition, the Sub-Adviser is responsible for investing the cash portion of the
Fund's assets not invested in Underlying Funds or through Segregated Accounts.
The Sub-Adviser, since October 1, 2001, has been wholly-owned by Tremont Group
Holdings Inc. (formerly Tremont Capital Management, Inc.), which in turn is
owned by Oppenheimer Acquisition Corporation, which in turn is a wholly-owned
subsidiary of Massachusetts Mutual Life Insurance Company.

                  The Sub-Adviser provides services to the Fund pursuant to the
terms of a sub-advisory agreement entered into between the Adviser and the
Sub-Adviser dated as of November 20, 2001 (the "Sub-Advisory Agreement"). In
consideration of the services provided by the Sub-Adviser, the Adviser pays a
monthly fee to the Sub-Adviser equal to 50% of the amount of the Management Fee
earned by the Adviser pursuant to the Advisory Agreement, together with the full
amount of the Incentive Fee, if any. As discussed in the prospectus, the
Incentive Fee is a performance-based incentive fee equal to 5% of net profits
(taking into account net realized and unrealized gains or losses and net
investment income or loss), if any, in excess of the "Preferred Return"
(described below), subject to reduction of that excess for prior losses that
have not been previously offset against net profits. The method of computation
of the Incentive Fee is described in the prospectus.

                  The Sub-Advisory Agreement provides 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 Advisory
Agreement, the Sub-Adviser is not liable to the Fund or to the Adviser for any
loss the Fund sustains for any investment, adoption of any investment policy, or
the purchase, sale or retention of any security. In addition, it provides that
the Sub-Adviser may act as investment adviser for any other person, firm or
corporation and use the name "Tremont" in connection with other investment
companies for which it may act as investment adviser. If the Sub-Adviser shall
no longer act as sub-adviser of the Fund, the Sub-Adviser may withdraw the right
of the Fund to use the name "Tremont" as part of its name.

                  During the fiscal years ended March 31, 2006, March 31, 2005
and March 31, 2004, the Adviser paid $507,520, $441,930 and $348,448,
respectively, to the Sub-Adviser pursuant to the Sub-Advisory Agreement. The
Fund pays $0 in sub-advisory funds. The Manager pays Advisor out of the
management fees.

                  A discussion regarding the basis for the Board of Directors
approving any investment advisory or sub-advisory contracts of the Fund is
available in the Fund's annual report to Shareholders.

ADMINISTRATIVE SERVICES

                  Under the terms of an administration agreement with the Fund,
the Adviser will provide certain administrative services to the Fund, including,
among others: providing office space and other support services and personnel as
necessary to provide such services to the Fund; supervising the entities
retained by the Fund to provide accounting services, investor services and
custody services; handling Shareholder inquiries regarding the Fund, including
but not limited to questions concerning their investments in the Fund and
capital account balances; preparing or assisting in the preparation of various
reports, communications and regulatory filings of the Fund; assisting in the
review of investor applications; monitoring the Fund's compliance with Federal
and state regulatory requirements (other than those relating to investment
compliance); coordinating and organizing meetings of the Board and meetings of
Shareholders and preparing related materials; and maintaining and preserving
certain books and records of the Fund. In consideration for these services, the
Fund will pay the Adviser a monthly fee computed at the annual rate of 0.25% of
the aggregate value of outstanding Shares determined as of the last day of each
calendar month (before any repurchases of Shares or the accrual of the Incentive
Fees) (the "Administration Fee").

                  During the fiscal years ended March 31, 2006, March 31, 2005
and March 31, 2004, the Fund paid $211,515, $184,174 and $145,224, respectively,
to the Adviser pursuant to the Administration Agreement.

PORTFOLIO MANAGER

The portfolio manager of the Fund is Timothy J. Birney (referred to as the
"Portfolio Manager"), who is primarily responsible for selecting the Fund's
investments in Underlying Funds and allocating the Fund's assets among the
Underlying Funds selected.

     Other  Accounts  Managed.  In addition to  managing  the Fund's  investment
portfolio,  Mr.  Birney  also  manages  other  investment  portfolios  and other
accounts on behalf of the  Sub-Adviser or its  affiliates.  The following  table
provides information  regarding the other portfolios and accounts managed by Mr.
Birney as of March 31, 2006.

                                           Registered Investment         Other Pooled           Other Accounts**
                                                 Companies            Investment Vehicles
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                         4                        11                  None
Accounts Managed
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                      $412                    $1,117                  None
Total Assets Managed*
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------

Accounts with Performance-Based                          2                         2                  None
Advisory Fees
----------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------
                                                      $129                      $349                  None
Total Assets in Accounts with
Performance-Based Advisory Fees*
   *  In millions.
  **  Does not include personal accounts of portfolio managers and their
      families, which are subject to the Code of Ethics.


       As indicated above, the Portfolio Manager also manages other funds and
accounts. Potentially, at times, those responsibilities could conflict with the
interests of the Fund. That may occur whether the investment objectives and
strategies of the other funds and accounts are the same as, or different from,
the Fund's investment objectives and strategies. For example Mr. Birney may need
to allocate investment opportunities between the Fund and another fund or
account having similar objectives or strategies, or he may need to execute
transactions for another fund or account that could have a negative impact on
the value of securities held by the Fund. Not all funds and accounts advised by
the Sub-Adviser have the same management fee. If the management fee structure of
another fund or account is more advantageous to the Sub-Adviser than the fee
structure of the Fund, the Sub-Adviser could have an incentive to favor the
other fund or account. However, the Sub-Adviser's compliance procedures and Code
of Ethics recognize the Sub-Adviser's fiduciary obligation to treat all of its
clients, including the Fund, fairly and equitably, and are designed to preclude
Mr. Birney from favoring one client over another. It is possible, of course,
that those compliance procedures and the Code of Ethics may not always be
adequate to do so. At different times, Mr. Birney may manage other funds or
accounts with investment objectives and strategies similar to those of the Fund,
or he may manage funds or accounts with different investment objectives and
strategies.

     Compensation  of  the  Portfolio  Manager.   Mr.  Birney  is  employed  and
compensated by the  Sub-Adviser,  not the Fund. The  Sub-Adviser's  compensation
structure  is  designed  to  attract  and  retain  highly  qualified  investment
management professionals and to reward contributions toward creating shareholder
value. As of March 31, 2006, Mr. Birney's  compensation  consisted of three main
elements:  a base  salary,  an annual  discretionary  bonus and  eligibility  to
participate in long-term awards of options and appreciation  rights in regard to
the common stock of the Sub-Adviser's holding company parent.

         The base pay component is reviewed regularly to ensure that it is
commensurate with the requirements of the portfolios under Mr. Birney's
management, reflects any specific competence or specialty of the manager, and is
competitive with other comparable positions. The annual discretionary bonus is
determined by senior management of the Sub-Adviser and is based on a number of
factors, including management's evaluation of the Fund's pre-tax performance for
periods since Mr. Birney became the Fund's portfolio manager. Other factors
include management quality (such as style consistency, risk management, sector
coverage, team leadership and coaching) and organizational development. The
performance of other pooled investment vehicles and other accounts are also
considered in determining Mr. Birney's compensation. Mr. Birney's compensation
with respect to the Fund is not based on the total value of the Fund's portfolio
assets, although the Fund's investment performance may increase those assets.
The compensation structure is also intended to reduce potential conflicts of
interest between the Fund and other funds managed by Mr. Birney. The
compensation structure of the other funds managed by Mr. Birney is the same as
the compensation structure of the Fund, described above.

     Ownership  of Fund  Shares.  As of  March  31,  2006,  Mr.  Birney  did not
beneficially own any Shares of the Fund.


FUND EXPENSES

                  The Fund will bear all costs and expenses incurred in its
business and operations other than those specifically required to be borne by
the Adviser pursuant to the Advisory Agreement. Costs and expenses borne by the
Fund include, but are not limited to, the following:
              o   all costs and expenses directly related to investment
                  transactions and positions for the Fund's account, including,
                  but not limited to, brokerage commissions, research fees,
                  interest and commitment fees on loans and debit balances,
                  borrowing charges on securities sold short, dividends on
                  securities sold but not yet purchased, custodial fees, margin
                  fees, transfer taxes and premiums, taxes withheld on foreign
                  dividends and indirect expenses from investments in Underlying
                  Funds;
              o   all costs and expenses associated with the operation and
                  registration of the Fund, offering costs and the costs of
                  compliance with any applicable Federal and state laws;
              o   all costs and expenses associated with the organization and
                  operation of separate investment funds managed by Underlying
                  Fund Managers retained by the Fund;
              o   the costs and expenses of holding meetings of the Board and
                  any meetings of Shareholders, including costs associated with
                  the preparation and dissemination of proxy materials;
              o   the fees and disbursements of Fund counsel, legal counsel to
                  the Independent Directors, Independent Registered Public
                  Accounting Firm for the Fund and other consultants and
                  professionals engaged on behalf of the Fund;
              o   the Management Fee;
              o the fees payable to custodians and other persons providing
              administrative services to the Fund; o the costs of a fidelity
              bond and any liability insurance obtained on behalf of the Fund or
              the Board;
     o all costs and  expenses  of  preparing,  setting  in type,  printing  and
distributing reports and other communications to Shareholders; and
              o such other types of expenses as may be approved from time to
time by the Board of Directors.

                The Underlying Funds will bear all expenses incurred in
connection with their operations. These expenses are similar to those incurred
by the Fund. The Underlying Fund Managers generally will charge asset-based fees
to and receive performance-based allocations from the Underlying Funds, which
effectively will reduce the investment returns of the Underlying Funds and the
amount of any distributions from the Underlying Funds to the Fund. These
expenses, fees and allocations will be in addition to those incurred by the Fund
itself.

                              CONFLICTS OF INTEREST

THE ADVISER

                  The Adviser and its affiliates manage the assets of registered
investment companies other than the Fund and provide investment advisory
services to other accounts. The Fund has no interest in these activities. The
Adviser and its officers or employees who assist in providing services to the
Fund will be engaged in substantial activities other than on behalf of the Fund
and may have conflicts of interest in allocating their time and activity between
the Fund and other registered investment companies and accounts managed by the
Adviser. The Adviser and its officers and employees will devote so much of their
time to the affairs of the Fund as in their judgment is necessary and
appropriate.

TREMONT

                  The Sub-Adviser also provides investment advisory and other
services, directly and through affiliates, to various entities and accounts
other than the Fund ("Tremont Accounts"). The Fund has no interest in these
activities. The Sub-Adviser and the investment professionals who, on behalf of
the Sub-Adviser, will provide investment advisory services to the Fund will be
engaged in substantial activities other than on behalf of the Fund, may have
differing economic interests in respect of such activities, and may have
conflicts of interest in allocating their time and activity between the Fund and
the Tremont Accounts. Such persons will devote only as much time to the affairs
of the Fund as in their judgment is necessary and appropriate.

PARTICIPATION IN INVESTMENT OPPORTUNITIES

                  The Sub-Adviser expects to employ an investment program for
the Fund that is substantially similar to the investment program employed by it
for certain Tremont Accounts, including a private investment partnership that
has an investment program that is substantially the same as the Fund's
investment program. As a general matter, the Sub-Adviser will consider
participation by the Fund in all appropriate investment opportunities that are
under consideration for those other Tremont Accounts. There may be
circumstances, however, under which the Sub-Adviser will cause one or more
Tremont Accounts to commit a larger percentage of their respective assets to an
investment opportunity than to which the Sub-Adviser will commit the Fund's
assets. There also may be circumstances under which the Sub-Adviser will
consider participation by Tremont Accounts in investment opportunities in which
the Sub-Adviser does not intend to invest on behalf of the Fund, or vice versa.

                  The Sub-Adviser will evaluate for the Fund and for each
Tremont Account a variety of factors that may be relevant in determining whether
a particular investment opportunity or strategy is appropriate and feasible for
the Fund or a Tremont Account at a particular time, including, but not limited
to, the following: (1) the nature of the investment opportunity taken in the
context of the other investments at the time; (2) the liquidity of the
investment relative to the needs of the particular entity or account; (3) the
availability of the opportunity (i.e., size of obtainable position); (4) the
transaction costs involved; and (5) the investment or regulatory limitations
applicable to the particular entity or account. Because these considerations may
differ for the Fund and the Tremont Accounts in the context of any particular
investment opportunity, the investment activities of the Fund and the Tremont
Accounts may differ from time to time. In addition, the fees and expenses of the
Fund will differ from those of the Tremont Accounts. Accordingly, the future
performance of the Fund and the Tremont Accounts will vary.

                  When the Sub-Adviser determines that it would be appropriate
for the Fund and one or more Tremont Accounts to participate in an investment
transaction in the same Underlying Fund or other investment at the same time, it
will attempt to aggregate, place and allocate orders on a basis that the
Sub-Adviser believes to be fair and equitable, consistent with its
responsibilities under applicable law. Decisions in this regard are necessarily
subjective and there is no requirement that the Fund participate, or participate
to the same extent as the Tremont Accounts, in all investments or trades.
However, no participating entity or account will receive preferential treatment
over any other and the Sub-Adviser will take steps to ensure that no
participating entity or account will be systematically disadvantaged by the
aggregation, placement and allocation of orders and investments.

                  Situations may occur, however, where the Fund could be
disadvantaged because of the investment activities conducted by the Sub-Adviser
for the Tremont Accounts. Such situations may be based on, among other things,
the following: (1) legal restrictions or other limitations (including
limitations imposed by Underlying Fund Managers with respect to Underlying
Funds) on the combined size of positions that may be taken for the Fund and the
Tremont Accounts, thereby limiting the size of the Fund's position or the
availability of the investment opportunity; (2) the difficulty of liquidating an
investment for the Fund and the Tremont Accounts where the market cannot absorb
the sale of the combined positions; and (3) the determination that a particular
investment is warranted only if hedged with an option or other instrument and
there is a limited availability of such options or other instruments. In
particular, the Fund may be legally restricted from entering into a "joint
transaction" (as defined in the Investment Company Act) with the Tremont
Accounts with respect to the securities of an issuer without first obtaining
exemptive relief from the SEC. See "Other Matters" below.

                  Directors, officers, employees and affiliates of the
Sub-Adviser may buy and sell securities or other investments for their own
accounts and may have actual or potential conflicts of interest with respect to
investments made on behalf of the Fund. As a result of differing trading and
investment strategies or constraints, positions may be taken by directors,
officers, employees and affiliates of the Sub-Adviser, or by the Sub-Adviser for
the Tremont Accounts, that are the same, different or made at a different time
than positions taken for the Fund.

OTHER MATTERS

                  Except in accordance with applicable law, the Adviser, the
Sub-Adviser and their affiliates are not permitted to buy securities or other
property from, or sell securities or other property to, the Fund. However,
subject to certain conditions imposed by applicable rules under the Investment
Company Act, the Fund may effect certain principal transactions in securities
with one or more accounts managed by the Adviser or the Sub-Adviser, except for
accounts as to which the Adviser, the Sub-Adviser or any of their affiliates
serves as a general partner or as to which they may be deemed to be an
affiliated person (or an affiliated person of such a person), other than an
affiliation that results solely from the Adviser, the Sub-Adviser or one of
their affiliates serving as an investment adviser to the account. These
transactions would be made in circumstances where the Sub-Adviser has determined
it would be appropriate for the Fund to purchase (or sell), and the Sub-Adviser
or the Adviser has determined it would be appropriate for another account to
sell (or purchase), the same security or instrument on the same day.

                  Future investment activities of the Adviser, the Sub-Adviser
and their affiliates, and of their respective directors, officers or employees,
may give rise to additional conflicts of interest.

                                   TAX ASPECTS

                  The following is a summary of certain aspects of the income
taxation of the Fund and its Shareholders which should be considered by a
prospective Shareholder. The Fund has not sought a ruling from the Internal
Revenue Service (the "IRS") or any other Federal, state or local agency with
respect to any of the tax issues affecting the Fund, nor has it obtained an
opinion of counsel with respect to any Federal tax issues other than the
characterization of the Fund as a partnership for Federal income tax purposes.

                  This summary of certain aspects of the Federal income tax
treatment of the Fund is based upon the Internal Revenue Code of 1986, as
amended (the "Code"), judicial decisions, Treasury Regulations (the
"Regulations") and rulings in existence on the date hereof, all of which are
subject to change. This summary does not discuss the impact of various proposals
to amend the Code which could change certain of the tax consequences of an
investment in the Fund. References in this summary to the tax consequences of
the Fund's investments, activities, income, gain and loss include the direct
investments, activities, income, gain and loss of the Fund and those indirectly
attributable to the Fund as a result of investing in the underlying funds.

                  EACH PROSPECTIVE MEMBER SHOULD CONSULT WITH ITS OWN TAX
ADVISER IN ORDER FULLY TO UNDERSTAND THE FEDERAL, STATE, LOCAL AND FOREIGN
INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE FUND.

                  In addition to the particular matters set forth in this
section, tax-exempt organizations should review carefully those sections of the
prospectus and the SAI regarding liquidity and other financial matters to
ascertain whether the investment objectives of the Fund are consistent with
their overall investment plans. Each prospective tax-exempt Shareholder is urged
to consult its own counsel regarding the acquisition of Shares.

                  Prior to July 1, 2005, the Fund was treated as a partnership
for Federal income tax purposes. As of that date, however, the Fund elected to
be taxed as a corporation and intends to qualify as a "regulated investment
company" under Subchapter M of the Internal Revenue Code (the "Tax Transition").

                  Prior to the Tax Transition, the Fund's treatment as a
partnership for Federal income tax purposes, did not subject the Fund itself to
Federal income tax. The Fund would file an annual partnership information return
for 2005 with the IRS which reports the results of operations for the period
prior to the Tax Transition. Each investor who was an investor prior to that
date is required to report separately on its income tax return its distributive
share of the Fund's net long-term capital gain or loss, net short-term capital
gain or loss and all other items of ordinary income or loss. Each Shareholder is
taxed on its distributive share of the Fund's taxable income and gain regardless
of whether it has received or will receive a distribution from the Fund.

                  Shareholders holding Shares of the Fund for any period on or
after July 1, 2005 will be subject in respect of the Shares to the following tax
aspects of the Fund. Shareholders holding Shares of the Fund both before and on
or after July 1, 2005 will be subject to both the tax treatment described above
and in the following section.

TAX TREATMENT AFTER THE TAX TRANSITION

                  This summary of certain aspects of the U.S. Federal income tax
treatment of the Fund is based upon the Code, judicial decisions, Treasury
Regulations and rulings in existence on the date hereof, all of which are
subject to change. This summary does not discuss the impact of various proposals
to amend the Code, which could change certain of the tax consequences of an
investment in the Fund. References in this summary to the tax consequences of
the Fund's investments, activities, income, gain and loss include the direct
investments, activities, income, gain and loss of the Fund and those indirectly
attributable to the Fund as a result of investing in the underlying funds.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY

                  As a regulated investment company, the Fund is not subject to
U.S. Federal income tax on the portion of its investment company taxable income,
as that term is defined in the Code (determined without regard to the deduction
for dividends paid), and net capital gain (that is, the excess of net long-term
capital gains over net short-term capital losses) that it distributes to
Shareholders. That qualification enables the Fund to "pass through" its
distributed income and net capital gains to Shareholders without the Fund having
to pay tax on them. The Code contains a number of complex tests relating to
qualification that the Fund might not meet in a particular year. If the Fund
does did not qualify as a regulated investment company during any period, it
would be treated for U.S. Federal income tax purposes as an ordinary corporation
and would receive no tax deduction for payments made to Shareholders during that
period.

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

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

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

EXCISE TAX ON REGULATED INVESTMENT COMPANIES

                  Under the Code, by December 31 of each year, the Fund must
distribute, or be deemed to have distributed, an amount at least equal to the
sum of (1) 98% of its ordinary income earned from January 1 through December 31
of that year, (2) 98% of its capital gains realized in the period from November
1 of the prior year through October 31 of the current year, and (3) all such
ordinary income and capital gains for previous years that were not distributed
during those years. If it does not, the Fund must pay a non-deductible 4% excise
tax on the amounts not distributed. It is presently anticipated that the Fund
will meet those requirements. To meet these requirements, the Fund might, in
certain circumstances, be required to liquidate portfolio investments to make
sufficient distributions. However, the Board and the Sub-Adviser 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.

FAILURE TO QUALIFY AS A REGULATED INVESTMENT COMPANY

                  If, in any taxable year, the Fund fails to qualify as a
regulated investment company under the Code, the Fund will be taxed in the same
manner as an ordinary corporation and distributions to its shareholders will not
be deductible by the Fund in computing its taxable income. In addition, in the
event of a failure to qualify as a regulated investment company, the Fund's
distributions, to the extent derived from the Fund's current or accumulated
earnings and profits, will constitute dividends, which will generally be
eligible for the dividends received deduction available to corporate
shareholders. Furthermore, in such event, individual Shareholders of the Fund
would generally be able to treat such distributions as "qualified dividend
income" eligible for reduced rates of U.S. Federal income taxation in taxable
years beginning on or before December 31, 2010.

DISTRIBUTIONS

                  Dividends paid out of the Fund's investment company taxable
income will be taxable to a shareholder as ordinary income to the extent of the
Fund's earnings and profits, whether such dividends are paid in cash or
reinvested in additional Shares. If a portion of the Fund's income consists of
dividends paid by U.S. corporations (other than REITs), a portion of the
dividends paid by the Fund to corporate shareholders may be eligible for the
corporate dividends received deduction. In addition, for taxable years beginning
on or before December 31, 2010, distributions of investment company taxable
income that are designated by the Fund as derived from qualified dividend income
are taxed to individuals at the rates applicable to long-term long-term capital
gain. Qualified dividend income generally includes dividends from domestic
corporations and dividends from foreign corporations that meet certain specified
criteria. Certain holding period and other requirements must be met by both the
shareholder and the Fund for distributions to be eligible for the corporate
dividends received deduction or the preferential individual tax rates that apply
to qualified dividend income, as the case may be. Distributions of net capital
gain, if any, designated as capital gain dividends are taxable to a shareholder
as long-term capital gain, regardless of how long the shareholder has held Fund
Shares. Long-term capital gain rates for individuals have been temporarily
reduced to 15% (with lower rates for individuals in the 10% and 15% rate
brackets) for taxable years beginning on or before December 31, 2010. A
distribution of an amount in excess of the Fund's current and accumulated
earnings and profits will be treated by a shareholder as a return of capital,
which is applied against and reduces the shareholder's basis in his Shares. To
the extent that the amount of any such distribution exceeds the Shareholder's
basis in his Shares, the excess will be treated by the shareholder as gain from
a sale or exchange of the Shares. Distributions will be treated in the manner
described above regardless of whether such distributions are paid in cash or
invested in additional Shares.

                  The Fund may elect to retain its net capital gain or a portion
thereof for investment and be taxed at corporate rates on the amount retained.
In such case, it may designate the retained amount as undistributed capital
gains in a notice to its shareholders, who will be treated as if each received a
distribution of its pro rata share of such gain, with the result that each
shareholder will (i) be required to report its pro rata share of such gain on
its tax return as long-term capital gain, (ii) receive a refundable tax credit
for its pro rata share of tax paid by the Fund on the gain and (iii) increase
the tax basis for its Shares by an amount equal to the deemed distribution less
the tax credit.

                  Dividends designated by the Fund and received by corporate
Shareholders of the Fund will qualify for the dividends received deduction to
the extent of qualifying dividends received by the Fund from domestic
corporations for the taxable year. A dividend received by the Fund will not be
treated as a qualifying dividend (1) if the Fund fails to meet certain holding
period requirements for the stock on which the dividend is paid, (2) to the
extent that the Fund is under an obligation to make related payments with
respect to positions in substantially similar or related property, or (3) to the
extent the stock on which the dividend is paid is treated as debt financed.
Moreover, the dividends received deduction may be disallowed or reduced if the
corporate Shareholder fails to satisfy the foregoing requirements with respect
to Shares of the Fund or by applications of the Code.

                  Shareholders will be notified annually as to the U.S. Federal
income tax status of distributions, and shareholders receiving distributions in
the form of additional Shares will receive a report as to the net asset value of
those Shares.

SALE OR EXCHANGE OF FUND SHARES

                  Upon the sale or other disposition of Shares in the Fund which
a Shareholder holds as a capital asset, the Shareholder may realize a capital
gain or loss in an amount equal to the difference between the amount realized
and the Shareholder's adjusted tax basis in the Shares sold. Such gain or loss
will be long-term or short-term, depending upon the Shareholder's holding period
for the Shares. Generally, a Shareholder's gain or loss will be a long-term gain
or loss if the Shares have been held for more than one year.

                  Any loss realized on a sale or exchange will be disallowed to
the extent that the Shares disposed of are replaced (including through
reinvestment of dividends) within a period of 61 days beginning 30 days before
and ending 30 days after disposition of the Shares. In such a case, the basis of
the Shares acquired will be adjusted to reflect the disallowed loss. Any loss
realized by a Shareholder on a disposition of Fund Shares held by the
Shareholder for six months or less will be treated as a long-term capital loss
to the extent of any capital gain dividends received by the Shareholder (or
amounts credited as undistributed capital gains) with respect to such Shares.

                  Under recently promulgated Treasury regulations, if a
Shareholder recognizes a loss with respect to Shares of $2 million or more for
an individual shareholder or $10 million or more for a corporate shareholder,
the shareholder must attach to its tax return and also separately file with the
Internal Revenue Service ("IRS") a disclosure statement on IRS Form 8886. Direct
shareholders of portfolio securities are in many cases excepted from this
reporting requirement, but under current guidance, shareholders of a regulated
investment company are not excepted. Future guidance may extend the current
exception from this reporting requirement to shareholders of most or all
regulated investment companies. The fact that a loss is reportable under these
regulations does not affect the legal determination of whether the taxpayer's
treatment of the loss is proper. Shareholders should consult their tax advisors
to determine the applicability of these regulations in light of their particular
circumstances.

HEDGING AND DERIVATIVES TRANSACTIONS

                  Certain of the Fund's hedging and derivatives transactions are
subject to special and complex U.S. Federal income tax provisions that may,
among other things, (i) disallow, suspend or otherwise limit the allowance of
certain losses or deductions, (ii) convert lower taxed long-term capital gain
into higher taxed short-term capital gain or ordinary income, (iii) convert an
ordinary loss or a deduction into a capital loss (the deductibility of which is
more limited), (iv) cause the Fund to recognize income or gain without a
corresponding receipt of cash, (v) adversely affect the time as to when a
purchase or sale of stock or securities is deemed to occur and (vi) adversely
alter the characterization of certain complex financial transactions. These
rules could therefore affect the character, amount and timing of distributions
to shareholders. The Fund will monitor its transactions and may make certain tax
elections in order to mitigate the effect of these provisions.

OTHER INVESTMENTS

                  The Fund may invest in debt obligations purchased at a
discount with the result that the Fund may be required to accrue income for U.S.
Federal income tax purposes before amounts due under the obligations are paid.
The Fund may also invest in domestic and foreign "high yield" securities. A
portion of the interest payments on such high yield securities may be treated as
dividends for certain U.S. Federal income tax purposes.

                  As a result of investing in securities purchased at a discount
or any other investment that produces income that is not matched by a
corresponding cash distribution to the Fund, the Fund could be required to
include in current income it has not yet received. Any such income would be
treated as income earned by the Fund and therefore would be subject to the
distribution requirements of the Code. This might prevent the Fund from
distributing 90% of its investment company taxable income as is required in
order to avoid Fund-level U.S. Federal income taxation on all of its income, or
might prevent the Fund from distributing enough ordinary income and capital gain
net income to avoid completely the imposition of the excise tax. To avoid this
result, the Fund may be required to borrow money or dispose of securities to be
able to make distributions to its shareholders.

PASSIVE FOREIGN INVESTMENT COMPANY

                  If the Fund purchases Shares in a passive foreign investment
company (a "PFIC"), the Fund may be subject to U.S. Federal income tax on a
portion of any "excess distribution" or gain from the disposition of such Shares
even if such income is distributed as a taxable dividend by the Fund to its
shareholders. Additional charges in the nature of interest may be imposed on the
Fund in respect of deferred taxes arising from such distributions or gains. If
the Fund were to invest in a PFIC and elect to treat the PFIC as a "qualified
electing fund" under the Code (a "QEF"), the Fund would be required, in lieu of
the foregoing requirements, to include in income each year a portion of the
ordinary earnings and net capital gain of the QEF, even if not distributed to
the Fund. Alternatively, the Fund could elect to mark-to-market at the end of
each taxable year its Shares in a PFIC. In this case, the Fund would recognize
as ordinary income any increase in the value of such Shares, and as ordinary
loss any decrease in such value, to the extent it did not exceed prior increases
in income. Under either election, the Fund might be required to recognize income
in excess of its distributions from PFICs and its proceeds from dispositions of
PFIC stock during the applicable year and such income would nevertheless be
subject to the Distribution Requirement and would be taken into account for
purposes of the 4% excise tax (described above).

SECTION 1256 CONTRACTS

                  The Code generally applies a "mark to market" system of taxing
unrealized gains and losses on, and otherwise provides for special rules of
taxation with respect to, Section 1256 Contracts. A Section 1256 Contract
includes certain regulated futures contracts, certain non-U.S. currency forward
contracts, and certain listed non-equity options. Section 1256 Contracts held by
the Fund at the end of a taxable year of the Fund will be treated for U.S.
Federal income tax purposes as if they were sold by the Fund at their fair
market value on the last business day of the taxable year. The net gain or loss,
if any, resulting from these deemed sales (known as "marking to market"),
together with any gain or loss resulting from any actual sales of Section 1256
Contracts (or other termination of the Fund's obligations under such contract),
must be taken into account by the Fund in computing its taxable income for the
year. Capital gains and losses from Section 1256 Contracts generally are
characterized as short-term capital gains or losses to the extent of 40% of the
gains or losses and as long-term capital gains or losses to the extent of 60% of
the gains or losses.

FOREIGN CURRENCY TRANSACTIONS

                  To the extent that its investments are made in securities
denominated in a non-U.S. currency, gain or loss realized by the Fund frequently
will be affected by the fluctuation in the value of such non-U.S. currencies
relative to the value of the dollar. Gains or losses with respect to the Fund's
investments in common stock of non-U.S. issuers will generally be taxed as
capital gains or losses at the time of the disposition of the stock, subject to
certain exceptions specified in the Code. Gains and losses of the Fund on the
acquisition and disposition of non-U.S. currency will be treated as ordinary
income or loss. In addition, gains or losses on disposition of debt securities
denominated in a non-U.S. currency to the extent attributable to fluctuation in
the value of the non-U.S. currency between the date of acquisition of the debt
security and the date of disposition will treated as ordinary income or loss.
Gains or losses attributable to fluctuations in exchange rates that occur
between the time the Fund accrues interest or other receivable or accrues
expenses or other liabilities denominated in a non-U.S. currency and the time
the Fund collects the receivables or pays the liabilities may be treated as
ordinary income or loss.

                  The Fund may acquire foreign currency forward contracts, enter
into foreign currency futures contracts and acquire put and call options on
foreign currencies. Generally, foreign currency regulated futures contracts and
option contracts that qualify as "Section 1256 Contracts" (see "Section 1256
Contracts" above), will not be subject to ordinary income or loss treatment
under Section 988. However, if the Fund acquires foreign currency futures
contracts or option contracts that are not Section 1256 Contracts, or any
foreign currency forward contracts, any gain or loss realized by the Fund with
respect to such instruments will be ordinary, unless (i) the contract is a
capital asset in the hands of the Fund and is not a part of a straddle
transaction and (ii) an election is made (by the close of the day the
transaction is entered into) to treat the gain or loss attributable to such
contract as capital gain or loss.

UNRELATED BUSINESS TAXABLE INCOME

                  Generally, an exempt organization is exempt from U.S. Federal
income tax on its passive investment income, such as dividends, interest and
capital gains. This general exemption from tax does not apply to the "unrelated
business taxable income" ("UBTI") of an exempt organization. Generally, income
and gain derived by an exempt organization from the ownership and sale of
debt-financed property is UBTI and, thus, taxable in the proportion to which
such property is financed by "acquisition indebtedness" during the relevant
period of time. Tax-exempt U.S. investors will not incur UBTI as a result of
leveraged investment activities on the part of the Fund, although a tax-exempt
investor may incur UBTI if it borrows to acquire Shares. Tax-exempt U.S. persons
are urged to consult their own tax advisors concerning the U.S. Federal tax
consequences of an investment in the Fund.

FOREIGN TAXES

                  Investment income that may be received by the Fund from
sources within foreign countries may be subject to foreign taxes withheld at the
source. Tax conventions between certain countries and the United States may
reduce or eliminate such taxes. The Fund will not be eligible to "pass through"
to its shareholders the amount of foreign taxes paid by the Fund for foreign tax
credit purposes.

BACKUP WITHHOLDING

                  The Fund may be required to withhold U.S. Federal income tax
from all distributions and redemption proceeds payable to Shareholders who fail
to provide the Fund with their correct taxpayer identification number or to make
required certifications, or who have been notified by the IRS that they are
subject to backup withholding. The withholding percentage is 28% until 2011,
when the percentage will increase to 31% (unless Congress enacts legislation
otherwise). Corporate shareholders and certain other shareholders specified in
the Code generally are exempt from such backup withholding. This withholding is
not an additional tax. Any amounts withheld may be credited against the
shareholder's U.S. Federal income tax liability, provided the required
information is furnished to the IRS. To avoid such withholding, foreign
shareholders (as defined below) that beneficially own Shares generally must
provide a properly completed IRS Form W-8BEN or other applicable forms or
documentation certifying their non-U.S. status.
FOREIGN SHAREHOLDERS

                  U.S. Federal income taxation of a Shareholder who with respect
to the United States is a nonresident alien individual, a foreign trust or
estate, a foreign corporation or foreign partnership ("foreign shareholder")
depends on whether the income of the Fund is "effectively connected" with a U.S.
trade or business carried on by the shareholder.

                  If the income from the Fund is not "effectively connected"
with a U.S. trade or business carried on by the foreign shareholder,
distributions of investment company taxable income will be subject to a U.S.
Federal income tax of 30% (or lower treaty rate), which tax is generally
withheld from such distributions. However, pursuant to recently enacted
legislation, for taxable years beginning after December 31, 2004 and before
January 1, 2008, certain "interest-related dividends" and "short-term capital
gain dividends" paid by the Fund to a foreign shareholder would be eligible for
an exemption from the 30% U.S. withholding tax. Interest-related dividends
generally are dividends derived from certain interest income earned by the Fund
that would not be subject to such tax if earned by a foreign shareholder
directly. Short-term capital gain dividends generally are dividends derived from
the excess of a Fund's net short-term capital gains over net long-term capital
losses. Such a foreign shareholder would generally be exempt from U.S. Federal
income tax on capital gain dividends, any amounts retained by the Fund that are
designated as undistributed capital gains and any gains realized upon the sale
or exchange of Shares of the Fund.

                  Also, any distributions paid by the Fund to a foreign
shareholder for taxable years beginning after December 31, 2004 and before
January 1, 2008 will, to the extent attributable to gain from the sale or
exchange of a U.S. real property interest, be treated as gain recognized from
the sale or exchange of a U.S. real property interest and taxed as such to a
foreign shareholder.

                  If the income from the Fund is "effectively connected" with a
U.S. trade or business carried on by a foreign shareholder, then distributions
of investment company taxable income, any capital gain dividends, any amounts
retained by the Fund that are designated as undistributed capital gains and any
gains realized upon the sale or exchange of Shares of the Fund will be subject
to U.S. Federal income tax at the graduated rates applicable to U.S. citizens,
residents or domestic corporations. Foreign corporate shareholders may also be
subject to the branch profits tax imposed by the Code.

                  In the case of a non-corporate foreign shareholder, the Fund
may be required to withhold U.S. Federal income tax from distributions that are
otherwise exempt from withholding tax (or taxable at a reduced treaty rate)
unless the foreign shareholder certifies his foreign status under penalties of
perjury or otherwise establishes an exemption. See "Backup Withholding."

                  The tax consequences to a foreign shareholder entitled to
claim the benefits of an applicable tax treaty may differ from those described
herein. Foreign shareholders are advised to consult their own tax advisors with
respect to the particular tax consequences to them of an investment in the Fund.

OTHER TAXATION

                  Fund shareholders may be subject to state, local and foreign
taxes on their Fund distributions.


                  The foregoing is a brief summary of certain material income
tax matters that are pertinent to prospective investors. The summary is not, and
is not intended to be, a complete analysis of all provisions of the U.S. Federal
income tax law which may have an effect on such investors. This analysis is not
intended as a substitute for careful tax planning. Accordingly, prospective
investors are urged to consult their own respective tax advisors with respect to
their own respective tax situations and the effects of this investment thereon.

Tax Treatment Before the Tax Transition

                  Classification of the Fund. The Fund has received an opinion
of counsel that under the provisions of the Code and the Regulations, as in
effect on the date of the opinion, as well as under the relevant authority
interpreting the Code and the Regulations, and based upon certain
representations of the Board, the Fund was treated as a partnership for Federal
income tax purposes and not as an association taxable as a corporation.

                  Under Section 7704 of the Code, "publicly traded partnerships"
are generally treated as corporations for Federal income tax purposes. A
publicly traded partnership is any partnership the interests in which are traded
on an established securities market or which are readily tradable on a secondary
market (or the substantial equivalent thereof). Shares in the Fund will not be
traded on an established securities market. Regulations concerning the
classification of partnerships as publicly traded partnerships (the "Section
7704 Regulations") provide certain safe harbors under which interests in a
partnership will not be considered readily tradable on a secondary market (or
the substantial equivalent thereof). The Fund may not be eligible for any of
those safe harbors. In particular, it will not qualify under the private
placement safe harbor set forth in the Section 7704 Regulations if the Fund has
more than 100 Shareholders.

                  The Section 7704 Regulations specifically provide that the
fact that a partnership does not qualify for the safe harbors is disregarded for
purposes of determining whether interests in a partnership are readily tradable
on a secondary market (or the substantial equivalent thereof). Rather, in this
event the partnership's status is examined under a general facts and
circumstances test set forth in the Section 7704 Regulations. The Fund has
received an opinion of counsel that, under this "facts and circumstances" test,
and based upon the anticipated operations of the Fund as well as the legislative
history to Section 7704, the text of the Section 7704 Regulations and certain
representations of the Board, the interests in the Fund will not be readily
tradable on a secondary market (or the substantial equivalent thereof) and,
therefore, that the Fund will not be treated as a publicly traded partnership
taxable as a corporation.

                  Neither of the opinions of counsel described above, however,
is binding on the IRS or the courts. If it were determined that the Fund should
be treated as an association or a publicly traded partnership taxable as a
corporation for Federal income tax purposes (as a result of a successful
challenge to such opinions by the IRS, changes in the Code, the Regulations or
judicial interpretations thereof, a material adverse change in facts, or
otherwise), the taxable income of the Fund would be subject to corporate income
tax when recognized by the Fund; distributions of such income, other than in
certain redemptions of Shares, would be treated as dividend income when received
by the Shareholders to the extent of the current or accumulated earnings and
profits of the Fund; and Shareholders would not be entitled to report profits or
losses realized by the Fund.

                  UNLESS OTHERWISE INDICATED, REFERENCES IN THE FOLLOWING
DISCUSSION OF THE TAX CONSEQUENCES OF FUND INVESTMENTS, ACTIVITIES, INCOME, GAIN
AND LOSS, INCLUDE THE DIRECT INVESTMENTS, ACTIVITIES, INCOME, GAIN AND LOSS OF
THE FUND, AND THOSE INDIRECTLY ATTRIBUTABLE TO THE FUND AS A RESULT OF IT BEING
AN INVESTOR IN AN UNDERLYING FUND.

                  Prior to the Tax Transition, the Fund's treatment as a
partnership for Federal income tax purposes, did not subject the Fund itself
Federal income tax. The Fund would file an annual partnership information return
for 2005 with the IRS which reports the results of operations. Each investor who
was an investor prior to the Tax Transition is required to report separately on
its income tax return its distributive share of the Fund's net long-term capital
gain or loss, net short-term capital gain or loss and all other items of
ordinary income or loss. Each Shareholder is taxed on its distributive share of
the Fund's taxable income and gain regardless of whether it has received or will
receive a distribution from the Fund.

                  Allocation of Profits and Losses. Under the LLC Agreement, the
Fund's net capital appreciation or net capital depreciation for each accounting
period is allocated among the Shareholders and to their capital accounts without
regard to the amount of income or loss actually recognized by the Fund for
Federal income tax purposes. The LLC Agreement provides that items of income,
deduction, gain, loss or credit actually recognized by the Fund for each fiscal
year generally are to be allocated for income tax purposes among the
Shareholders pursuant to Regulations issued under Sections 704(b) and 704(c) of
the Code, based upon amounts of the Fund's net capital appreciation or net
capital depreciation allocated to each Member's capital account for the current
and prior fiscal years.

                  Under the LLC Agreement, the Board has the discretion to
allocate specially an amount of the Fund's capital gain (including short-term
capital gain) for Federal income tax purposes to the Sub-Adviser as the special
advisory member and to a withdrawing Shareholder to the extent that the
Sub-Adviser's or a Shareholder's capital account balance exceeds the Federal
income tax basis in their respective Shares. There can be no assurance that, if
the Board makes such a special allocation, the Service will accept such
allocation. If such allocation is successfully challenged by the IRS, the Fund's
gains allocable to the remaining Shareholders would be increased.

                  Tax Elections; Returns; Tax Audits. The Code provides for
optional adjustments to the basis of partnership property upon distributions of
partnership property to a partner and transfers of partnership interests
(including by reason of death) provided that a partnership election has been
made pursuant to Section 754. Under the LLC Agreement, at the request of a
Shareholder, the Board, in its sole discretion, may cause the Fund to make such
an election. Any such election, once made, cannot be revoked without the IRS's
consent. The actual effect of any such election may depend upon whether any
Underlying Fund also makes such an election. As a result of the complexity and
added expense of the tax accounting required to implement such an election, the
Board presently does not intend to make such election.

                  The Board decides how to report the partnership items on the
Fund's tax returns, and all Shareholders are required under the Code to treat
the items consistently on their own returns, unless they file a statement with
the Service disclosing the inconsistency. Given the uncertainty and complexity
of the tax laws, it is possible that the IRS may not agree with the manner in
which the Fund's items have been reported. In the event the income tax returns
of the Fund are audited by the IRS, the tax treatment of the Fund's income and
deductions generally is determined at the limited liability company level in a
single proceeding rather than by individual audits of the Shareholders. A
Shareholder chosen by the Board, designated as the "Tax Matters Partner", has
considerable authority to make decisions affecting the tax treatment and
procedural rights of all Shareholders. In addition, the Tax Matters Partner has
the authority to bind certain Shareholders to settlement agreements and the
right on behalf of all Shareholders to extend the statute of limitations
relating to the Shareholders' tax liabilities with respect to Fund items.

Tax Consequences to a Withdrawing Shareholder

                  An investor prior to the Tax Transition, receiving a cash
liquidating distribution from the Fund, in connection with a complete withdrawal
from the Fund, generally will recognize capital gain or loss to the extent of
the difference between the proceeds received by such investor and such
investor's adjusted tax basis in its investment. Such capital gain or loss will
be short-term, long-term, or some combination of both, depending upon the timing
of the investor's contributions to the Fund. However, a withdrawing holder of
Fund interests will recognize ordinary income to the extent such investor's
allocable share of the Fund's "unrealized receivables" exceeds the investor's
basis in such unrealized receivables (as determined pursuant to the
Regulations). For these purposes, accrued but untaxed market discount, if any,
on securities held by the Fund will be treated as an unrealized receivable, with
respect to which a withdrawing holder of Fund interests would recognize ordinary
income. An investor receiving a cash nonliquidating distribution will recognize
income in a similar manner only to the extent that the amount of the
distribution exceeds such investor's adjusted tax basis in its investment.

                  As discussed above, the LLC Agreement provides that the Board
may specially allocate items of Fund capital gain (including short-term capital
gain) to a withdrawing holder of Fund interests to the extent its capital
account would otherwise exceed its adjusted tax basis in its investment. Such a
special allocation of gain may result in the withdrawing holder of Fund
interests recognizing capital gain, which may include short-term capital gain,
in the investor's last taxable year in the Fund, thereby reducing the amount of
long-term capital gain recognized during the tax year in which it receives its
liquidating distribution upon withdrawal.

                  Distributions of Property. A partner's receipt of a
distribution of property from a partnership is generally not taxable. However,
under Section 731 of the Code, a distribution consisting of marketable
securities generally is treated as a distribution of cash (rather than property)
unless the distributing partnership is an "investment partnership" within the
meaning of Section 731(c)(3)(C)(i) and the recipient is an "eligible partner"
within the meaning of Section 731(c)(3)(C)(iii). The Fund will determine at the
appropriate time whether it qualifies as an "investment partnership." Assuming
it so qualifies, if an investor is an "eligible partner", which term should
include an investor whose contributions to the Fund consisted solely of cash,
the recharacterization rule described above would not apply.

Tax Treatment of Fund Investments

                  In General. The Fund expects to act as a trader or investor,
and not as a dealer, with respect to its securities transactions. A trader and
an investor are persons who buy and sell securities for their own accounts. A
dealer, on the other hand, is a person who purchases securities for resale to
customers rather than for investment or speculation.

                  Generally, the gains and losses realized by a trader or an
investor on the sale of securities are capital gains and losses. Thus, subject
to the treatment of certain currency exchange gains as ordinary income (see
"Currency Fluctuations - 'Section 988' Gains or Losses" below) and certain other
transactions described below, the Fund expects that its gains and losses from
its securities transactions typically will be capital gains and capital losses.
These capital gains and losses may be long-term or short-term depending, in
general, upon the length of time the Fund maintains a particular investment
position and, in some cases, upon the nature of the transaction. Property held
for more than one year generally will be eligible for long-term capital gain or
loss treatment. The application of certain rules relating to short sales, to
so-called "straddle" and "wash sale" transactions and to Section 1256 Contracts
(defined below) may serve to alter the manner in which the Fund's holding period
for a security is determined or may otherwise affect the characterization as
short-term or long-term, and also the timing of the realization, of certain
gains or losses. Moreover, the straddle rules and short sale rules may require
the capitalization of certain related expenses of the Fund.(1)

                  The maximum ordinary income tax rate for individuals is 35%(2)
and, in general, the maximum individual income tax rate for long-term capital
gains is 15% (unless the taxpayer elects to be taxed at ordinary rates - see
"Limitation on Deductibility of Interest and Short Sale Expenses" below),
although in all cases the actual rates may be higher due to the phase out of
certain tax deductions, exemptions and credits. The excess of capital losses
over capital gains may be offset against the ordinary income of an individual
taxpayer, subject to an annual deduction limitation of $3,000. For corporate
taxpayers, the maximum income tax rate is 35%. Capital losses of a corporate
taxpayer may be offset only against capital gains, but unused capital losses may
be carried back three years (subject to certain limitations) and carried forward
five years.

                  The Fund may realize ordinary income from dividends and
accruals of interest on securities. The Fund may hold debt obligations with
"original issue discount." In such case, the Fund would be required to include
amounts in taxable income on a current basis even though receipt of such amounts
may occur in a subsequent year. The Fund may also acquire debt obligations with
"market discount." Upon disposition of such an obligation, the Fund generally
would be required to treat gain realized as interest income to the extent of the
market discount which accrued during the period the debt obligation was held by
the Fund. The Fund may realize ordinary income or loss with respect to its
investments in partnerships engaged in a trade or business. Income or loss from
transactions involving certain derivative instruments, such as swap
transactions, will also generally constitute ordinary income or loss. In
addition, amounts, if any, payable by the Fund in connection with equity swaps,
interest rate swaps, caps, floors and collars likely would be considered
"miscellaneous itemized deductions" which, for a noncorporate Member, may be
subject to restrictions on their deductibility. See "Deductibility of Fund
Investment Expenditures by Noncorporate Shareholders" below. Moreover, gain
recognized from certain "conversion transactions" will be treated as ordinary
income.(3)

                  Currency Fluctuations - "Section 988" Gains or Losses. To the
extent that its investments are made in securities denominated in a foreign
currency, gain or loss realized by the Fund frequently will be affected by the
fluctuation in the value of such foreign currencies relative to the value of the
dollar. Generally, gains or losses with respect to the Fund's investments in
common stock of foreign issuers will be taxed as capital gains or losses at the
time of the disposition of such stock. However, under Section 988 of the Code,
gains and losses of the Fund on the acquisition and disposition of foreign
currency (e.g., the purchase of foreign currency and subsequent use of the
currency to acquire stock) will be treated as ordinary income or loss. Moreover,
under Section 988, gains or losses on disposition of debt securities denominated
in a foreign currency to the extent attributable to fluctuation in the value of
the foreign currency between the date of acquisition of the debt security and
the date of disposition will be treated as ordinary income or loss. Similarly,
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 may be treated
as ordinary income or ordinary loss.

                  As indicated above, the Fund may acquire foreign currency
forward contracts, enter into foreign currency futures contracts and acquire put
and call options on foreign currencies. Generally, foreign currency regulated
futures contracts and option contracts that qualify as "Section 1256 Contracts"
(see "Section 1256 Contracts" below), will not be subject to ordinary income or
loss treatment under Section 988. However, if the Fund acquires currency futures
contracts or option contracts that are not Section 1256 Contracts, or any
currency forward contracts, any gain or loss realized by the Fund with respect
to such instruments will be ordinary, unless (i) the contract is a capital asset
in the hands of the Fund and is not a part of a straddle transaction and (ii) an
election is made (by the close of the day the transaction is entered into) to
treat the gain or loss attributable to such contract as capital gain or loss.

                  Section 1256 Contracts. In the case of Section 1256 Contracts,
the Code generally applies a "mark to market" system of taxing unrealized gains
and losses on such contracts and otherwise provides for special rules of
taxation. A Section 1256 Contract includes certain regulated futures contracts,
certain foreign currency forward contracts, and certain options contracts. Under
these rules, Section 1256 Contracts held by the Fund at the end of each taxable
year of the Fund are treated for Federal income tax purposes as if they were
sold by the Fund for their fair market value on the last business day of such
taxable year. The net gain or loss, if any, resulting from such deemed sales
(known as "marking to market"), together with any gain or loss resulting from
actual sales of Section 1256 Contracts, must be taken into account by the Fund
in computing its taxable income for such year. If a Section 1256 Contract held
by the Fund at the end of a taxable year is sold in the following year, the
amount of any gain or loss realized on such sale will be adjusted to reflect the
gain or loss previously taken into account under the "mark to market" rules.

                  Capital gains and losses from such Section 1256 Contracts
generally are characterized as short-term capital gains or losses to the extent
of 40% thereof and as long-term capital gains or losses to the extent of 60%
thereof. Such gains and losses will be taxed under the general rules described
above. Gains and losses from certain foreign currency transactions will be
treated as ordinary income and losses. (See "Currency Fluctuations - 'Section
988' Gains or Losses.") If an individual taxpayer incurs a net capital loss for
a year, the portion thereof, if any, which consists of a net loss on Section
1256 Contracts may, at the election of the taxpayer, be carried back three
years. Losses so carried back may be deducted only against net capital gain to
the extent that such gain includes gains on Section 1256 Contracts.

                  Mixed Straddle Election. The Code allows a taxpayer to elect
to offset gains and losses from positions which are part of a "mixed straddle."
A "mixed straddle" is any straddle in which one or more but not all positions
are Section 1256 Contracts. Pursuant to Temporary Regulations, the Fund (and any
Underlying Fund) may be eligible to elect to establish one or more mixed
straddle accounts for certain of its mixed straddle trading positions. The mixed
straddle account rules require a daily "marking to market" of all open positions
in the account and a daily netting of gains and losses from positions in the
account. At the end of a taxable year, the annual net gains or losses from the
mixed straddle account are recognized for tax purposes. The application of the
Temporary Regulations' mixed straddle account rules is not entirely clear.
Therefore, there is no assurance that a mixed straddle account election by the
Fund will be accepted by the Service.

                  Short Sales. Gain or loss from a short sale of property is
generally considered as capital gain or loss to the extent the property used to
close the short sale constitutes a capital asset in the Fund's hands. Except
with respect to certain situations where the property used to close a short sale
has a long-term holding period on the date the short sale is entered into, gains
on short sales generally are short-term capital gains. A loss on a short sale
will be treated as a long-term capital loss if, on the date of the short sale,
"substantially identical property" has been held by the Fund for more than one
year. In addition, these rules may also terminate the running of the holding
period of "substantially identical property" held by the Fund.

                  Gain or loss on a short sale will generally not be realized
until such time that the short sale is closed. However, if the Fund holds a
short sale position with respect to stock, certain debt obligations or
partnership interests that has appreciated in value and then acquires property
that is the same as or substantially identical to the property sold short, the
Fund generally will recognize gain on the date it acquires such property as if
the short sale were closed on such date with such property. Similarly, if the
Fund holds an appreciated financial position with respect to stock, certain debt
obligations, or partnership interests and then enters into a short sale with
respect to the same or substantially identical property, the Fund generally will
recognize gain as if the appreciated financial position were sold at its fair
market value on the date it enters into the short sale. The subsequent holding
period for any appreciated financial position that is subject to these
constructive sale rules will be determined as if such position were acquired on
the date of the constructive sale.

                  Effect of Straddle Rules on Shareholders' Securities
Positions. The IRS may treat certain positions in securities held (directly or
indirectly) by a Member and its indirect interest in similar securities held by
the Fund as "straddles" for Federal income tax purposes. The application of the
"straddle" rules in such a case could affect a Member's holding period for the
securities involved and may defer the recognition of losses with respect to such
securities.(4)

                  Limitation on Deductibility of Interest and Short Sale
Expenses. For noncorporate taxpayers, Section 163(d) of the Code limits the
deduction for "investment interest" (i.e., interest or short sale expenses for
"indebtedness properly allocable to property held for investment"). Investment
interest is not deductible in the current year to the extent that it exceeds the
taxpayer's "net investment income," consisting of net gain and ordinary income
derived from investments in the current year less certain directly connected
expenses (other than interest or short sale expenses). For this purpose, any
long-term capital gain is excluded from net investment income unless the
taxpayer elects to pay tax on such amount at ordinary income tax rates.

                  For purposes of this provision, the Fund's activities will be
treated as giving rise to investment income for an investor, and the investment
interest limitation would apply to a noncorporate investor's share of the
interest and short sale expenses attributable to the Fund's operation. In such
case, a noncorporate investor would be denied a deduction for all or part of
that portion of its distributive share of the Fund's ordinary losses
attributable to interest and short sale expenses unless it had sufficient
investment income from all sources including the Fund. A Member that could not
deduct losses currently as a result of the application of Section 163(d) would
be entitled to carry forward such losses to future years, subject to the same
limitation. The investment interest limitation would also apply to interest paid
by a noncorporate investor on money borrowed to finance its investment in the
Fund. Potential investors are advised to consult with their own tax advisers
with respect to the application of the investment interest limitation in their
particular tax situations.

                  Deductibility of Fund Investment Expenditures and Certain
Other Expenditures. Investment expenses (e.g., investment advisory fees) of an
individual, trust or estate are deductible only to the extent they exceed 2% of
adjusted gross income.(5) In addition, the Code further restricts the ability of
an individual with an adjusted gross income in excess of a specified amount (for
2004, $142,700 or $71,350 for a married person filing a separate return) to
deduct such investment expenses. Under such provision, investment expenses in
excess of 2% of adjusted gross income may only be deducted to the extent such
excess expenses (along with certain other itemized deductions) exceed the lesser
of (i) 3% of the excess of the individual's adjusted gross income over the
specified amount or (ii) 80% of the amount of certain itemized deductions
otherwise allowable for the taxable year.(6) Moreover, such investment expenses
are miscellaneous itemized deductions which are not deductible by a noncorporate
taxpayer in calculating its alternative minimum tax liability.

                  Pursuant to Temporary Regulations issued by the Treasury
Department, these limitations on deductibility should not apply to a
noncorporate investor's share of the trade or business expenses of the Fund.
These limitations will apply, however, to a noncorporate investor's share of the
investment expenses of the Fund (including the Management Fee, Incentive Fee,
the fee paid to OFI as the Fund's administrator and any fee payable to the
managers of an Underlying Fund), to the extent such expenses are allocable to an
Underlying Fund that is not in a trade or business within the meaning of the
Code or to the investment activity of the Fund. The Fund intends to treat its
expenses attributable to an Underlying Fund that is engaged in trade or business
within the meaning of the Code or to the trading activity of the Fund as not
being subject to such limitations, although there can be no assurance that the
IRS will agree.

                  The consequences of these limitations will vary depending upon
the particular tax situation of each taxpayer. Accordingly, noncorporate
Shareholders should consult their tax advisers with respect to the application
of these limitations.

                  No deduction is allowed for sales loads paid by an investor to
 acquire an interest in the Fund; instead any such fees will be included in the
 investor's adjusted tax basis for its investment in the Fund. To the extent
 that any portion of the investor servicing fee is treated as a selling expense,
 such portion would be subject to the same treatment.

                  Application of Rules for Income and Losses from Passive
Activities. The Code restricts the deductibility of losses from a "passive
activity" against certain income which is not derived from a passive activity.
This restriction applies to individuals, personal service corporations and
certain closely held corporations. Pursuant to Temporary Regulations issued by
the Treasury Department, income or loss from the Fund's securities investment
and trading activity generally will not constitute income or loss from a passive
activity. Therefore, passive losses from other sources generally could not be
deducted against an investor's share of such income and gain from the Fund.
Income or loss attributable to the Fund's investments in partnerships engaged in
certain trades or businesses may constitute passive activity income or loss.

                  "Phantom Income" From Fund Investments. Pursuant to various
"anti-deferral" provisions of the Code (the "Subpart F," "passive foreign
investment company" and "foreign personal holding company" provisions),
investments (if any) by the Fund in certain foreign corporations may cause an
investor to (i) recognize taxable income prior to the Fund's receipt of
distributable proceeds, (ii) pay an interest charge on receipts that are deemed
as having been deferred or (iii) recognize ordinary income that, but for the
"anti-deferral" provisions, would have been treated as long-term or short-term
capital gain.

Foreign Taxes

                  It is possible that certain dividends and interest directly or
indirectly received by the Fund from sources within foreign countries will be
subject to withholding taxes imposed by such countries. In addition, the Fund or
an Underlying Fund may also be subject to capital gains taxes in some of the
foreign countries where they purchase and sell securities. Tax treaties between
certain countries and the United States may reduce or eliminate such taxes. It
is impossible to predict in advance the rate of foreign tax the Fund will
directly or indirectly pay since the amount of the Fund's assets to be invested
in various countries is not known.

                  Fund investors will be informed by the Fund as to their
proportionate share of the foreign taxes paid by the Fund or an Underlying Fund,
which they will be required to include in their income. Fund investors generally
will be entitled to claim either a credit (subject, however, to various
limitations on foreign tax credits) or, if they itemize their deductions, a
deduction (subject to the limitations generally applicable to deductions) for
their share of such foreign taxes in computing their Federal income taxes. An
investor that is tax exempt will not ordinarily benefit from such credit or
deduction.

Unrelated Business Taxable Income

                  Generally, an exempt organization is exempt from Federal
income tax on its passive investment income, such as dividends, interest and
capital gains, whether realized by the organization directly or indirectly
through a partnership in which it is a partner.(7) This type of income is exempt
even if it is realized from securities trading activity which constitutes a
trade or business.

                  This general exemption from tax does not apply to the
"unrelated business taxable income" ("UBTI") of an exempt organization.
Generally, except as noted above with respect to certain categories of exempt
trading activity, UBTI includes income or gain derived (either directly or
through partnerships) from a trade or business, the conduct of which is
substantially unrelated to the exercise or performance of the organization's
exempt purpose or function. UBTI also includes "unrelated debt-financed income,"
which generally consists of (i) income derived by an exempt organization
(directly or through a partnership) from income-producing property with respect
to which there is "acquisition indebtedness" at any time during the taxable
year, and (ii) gains derived by an exempt organization (directly or through a
partnership) from the disposition of property with respect to which there is
"acquisition indebtedness" at any time during the twelve-month period ending
with the date of such disposition. With respect to its investments in
partnerships engaged in a trade or business, the Fund's income (or loss) from
these investments may constitute UBTI.

                  The Fund may incur "acquisition indebtedness" with respect to
certain of its transactions, such as the purchase of securities on margin. Based
upon a published ruling issued by the IRS which generally holds that income and
gain with respect to short sales of publicly traded stock does not constitute
income from debt financed property for purposes of computing UBTI, the Fund will
treat its short sales of securities as not involving "acquisition indebtedness"
and therefore not resulting in UBTI.(8) To the extent the Fund recognizes income
(i.e., dividends and interest) from securities with respect to which there is
"acquisition indebtedness" during a taxable year, the percentage of such income
which will be treated as UBTI generally will be based on the percentage which
the "average acquisition indebtedness" incurred with respect to such securities
is of the "average amount of the adjusted basis" of such securities during the
taxable year.

                  To the extent the Fund recognizes gain from securities with
respect to which there is "acquisition indebtedness" at any time during the
twelve-month period ending with the date of their disposition, the percentage of
such gain which will be treated as UBTI will be based on the percentage which
the highest amount of such "acquisition indebtedness" is of the "average amount
of the adjusted basis" of such securities during the taxable year. In
determining the unrelated debt-financed income of the Fund, an allocable portion
of deductions directly connected with the Fund's debt-financed property is taken
into account. Thus, for instance, a percentage of losses from debt-financed
securities (based on the debt/basis percentage calculation described above)
would offset gains treated as UBTI.

                  Since the calculation of the Fund's "unrelated debt-financed
income" is complex and will depend in large part on the amount of leverage, if
any, used by the Fund from time to time,(9) it is impossible to predict what
percentage of the Fund's income and gains will be treated as UBTI for a Member
which is an exempt organization. An exempt organization's share of the income or
gains of the Fund which is treated as UBTI may not be offset by losses of the
exempt organization either from the Fund or otherwise, unless such losses are
treated as attributable to an unrelated trade or business (e.g., losses from
securities for which there is acquisition indebtedness).

                  To the extent that the Fund generates UBTI, the applicable
Federal tax rate for such an investor generally would be either the corporate or
trust tax rate depending upon the nature of the particular exempt organization.
An exempt organization may be required to support, to the satisfaction of the
IRS, the method used to calculate its UBTI. The Fund will be required to report
to an investor which is an exempt organization information as to the portion, if
any, of its income and gains from the Fund for each year which will be treated
as UBTI. The calculation of such amount with respect to transactions entered
into by the Fund is highly complex, and there is no assurance that the Fund's
calculation of UBTI will be accepted by the IRS.

                  In general, if UBTI is allocated to an exempt organization
such as a qualified retirement plan or a private foundation, the portion of the
Fund's income and gains which is not treated as UBTI will continue to be exempt
from tax, as will the organization's income and gains from other investments
which are not treated as UBTI. Therefore, the possibility of realizing UBTI from
its investment in the Fund generally should not affect the tax-exempt status of
such an exempt organization.(10) However, a charitable remainder trust will not
be exempt from Federal income tax under Section 664(c) of the Code for any year
in which it has UBTI. A title-holding company will not be exempt from tax if it
has certain types of UBTI. Moreover, the charitable contribution deduction for a
trust under Section 642(c) of the Code may be limited for any year in which the
trust has UBTI. A prospective investor should consult its tax adviser with
respect to the tax consequences of receiving UBTI from the Fund. (See "ERISA
Considerations.")

Certain Issues Pertaining to Specific Exempt Organizations

                  Private Foundations. Private foundations and their managers
are subject to excise taxes if they invest "any amount in such a manner as to
jeopardize the carrying out of any of the foundation's exempt purposes." This
rule requires a foundation manager, in making an investment, to exercise
"ordinary business care and prudence" under the facts and circumstances
prevailing at the time of making the investment, in providing for the short-term
and long-term needs of the foundation to carry out its exempt purposes. The
factors which a foundation manager may take into account in assessing an
investment include the expected rate of return (both income and capital
appreciation), the risks of rising and falling price levels, and the need for
diversification within the foundation's portfolio.

                  In order to avoid the imposition of an excise tax, a private
foundation may be required to distribute on an annual basis its "distributable
amount," which includes, among other things, the private foundation's "minimum
investment return," defined as 5% of the excess of the fair market value of its
nonfunctionally related assets (assets not used or held for use in carrying out
the foundation's exempt purposes), over certain indebtedness incurred by the
foundation in connection with such assets. It appears that a foundation's
investment in the Fund would most probably be classified as a nonfunctionally
related asset. A determination that an interest in the Fund is a nonfunctionally
related asset could conceivably cause cash flow problems for an investor which
is a private foundation. Such an organization could be required to make
distributions in an amount determined by reference to unrealized appreciation in
the value of its interest in the Fund. Of course, this factor would create less
of a problem to the extent that the value of the investment in the Fund is not
significant in relation to the value of other assets held by a foundation.

                  In some instances, an investment in the Fund by a private
foundation may be prohibited by the "excess business holdings" provisions of the
Code. For example, if a private foundation (either directly or together with a
"disqualified person") acquires more than 20% of the capital interest or profits
interest of the Fund, the private foundation may be considered to have "excess
business holdings." If this occurs, such foundation may be required to divest
itself of its interest in the Fund in order to avoid the imposition of an excise
tax. However, the excise tax will not apply if at least 95% of the gross income
from the Fund is "passive" within the applicable provisions of the Code and
Regulations. Although there can be no assurance, the Board believes that the
Fund will meet such 95% gross income test.

                  A substantial percentage of investments of certain "private
operating foundations" may be restricted to assets directly devoted to their
tax-exempt purposes. Otherwise, generally, rules similar to those discussed
above govern their operations.

                  Qualified Retirement Plans. Employee benefit plans subject to
the provisions of ERISA, Individual Retirement Accounts and Keogh Plans should
consult their counsel as to the implications of such an investment under ERISA.
(See "ERISA Considerations.")

                  Endowment Funds. Investment managers of endowment funds should
consider whether the acquisition of an Interest is legally permissible. This is
not a matter of Federal law, but is determined under state statutes. It should
be noted, however, that under the Uniform Management of Institutional Funds Act,
which has been adopted, in various forms, by a large number of states,
participation in investment partnerships or similar organizations in which funds
are commingled and investment determinations are made by persons other than the
governing board of the endowment fund is allowed.

State and Local Taxation

                  In addition to the Federal income tax consequences described
above, prospective investors should consider potential state and local tax
consequences of an investment in the Fund. State and local tax laws differ in
the treatment of limited liability companies such as the Fund. A few
jurisdictions may impose entity level taxes on a limited liability company if it
is found to have sufficient contact with that jurisdiction. Such taxes are
frequently based on the income and capital of the entity that is allocated to
the jurisdiction. Although there can be no assurance, except as noted below, the
Fund intends to conduct its activities so that it will not be subject to entity
level taxation by any state or local jurisdiction.

                  State and local laws often differ from Federal income tax laws
with respect to the treatment of specific items of income, gain, loss, deduction
and credit. An Investor's distributive share of the taxable income or loss of
the Fund generally will be required to be included in determining its reportable
income for state and local tax purposes in the jurisdiction in which it is a
resident. A partnership in which the Fund acquires an interest may conduct
business in a jurisdiction which will subject to tax an Investor's share of the
partnership's income from that business. Investors should consult their tax
advisers with respect to the availability of a credit for such tax in the
jurisdiction in which that Member is a resident.

                  The Fund, prior to the Tax Transition, was treated as a
partnership for New York State and New York City income tax purposes, should not
be subject to the New York City unincorporated business tax, which is not
imposed on a partnership which purchases and sells securities for its "own
account." (This exemption may not be applicable to the extent a partnership in
which the Fund invests conducts a business in New York City.) By reason of a
similar "own account" exemption, it is also expected that a nonresident
individual investor should not be subject to New York State personal income tax
with respect to his share of income or gain realized directly by the Fund. A
nonresident individual investor will not be subject to New York City earnings
tax on nonresidents with respect to his investment in the Fund.

                  Individual Shareholders who are residents of New York State
and New York City should be aware that the New York State and New York City
personal income tax laws limit the deductibility of itemized deductions and
interest expense for individual taxpayers at certain income levels. These
limitations may apply to an investor's share of some or all of the Fund's
expenses. Investors are urged to consult their tax advisers with respect to the
impact of these provisions and the Federal limitations on the deductibility of
certain itemized deductions and investment expenses on their New York State and
New York City tax liability.

                  For purposes of the New York State corporate franchise tax and
the New York City general corporation tax, a corporation generally is treated as
doing business in New York State and New York City, respectively, and is subject
to such corporate taxes as a result of the ownership of a partnership interest
in a partnership which does business in New York State and New York City,
respectively.(11) Each of the New York State and New York City corporate taxes
are imposed, in part, on the corporation's taxable income or capital allocable
to the relevant jurisdiction by application of the appropriate allocation
percentages. Moreover, a non-New York corporation which does business in New
York State may be subject to a New York State license fee. A corporation which
is subject to New York State corporate franchise tax solely as a result of being
a non-managing member in a New York partnership may, under certain
circumstances, elect to compute its New York State corporate franchise tax by
taking into account only its distributive share of such partnership's income and
loss. There is currently no similar provision in effect for purposes of the New
York City general corporation tax.

                  Regulations under both the New York State corporate franchise
tax and New York City general corporation tax, however, provide an exemption to
this general rule in the case of a "portfolio investment partnership," which is
defined, generally, as a partnership which meets the gross income requirements
of Section 851(b)(2) of the Code. New York State (but not New York City) has
adopted regulations that also include income and gains from commodity
transactions described in Section 864(b)(2)(B)(iii) as qualifying gross income
for this purpose. The qualification of the Fund as a "portfolio investment
partnership" with respect to its investments through Segregated Accounts and
Underlying Funds must be determined on an annual basis and, with respect to a
taxable year, the Fund and/or one or more Underlying Funds may not qualify as
portfolio investment partnerships. Therefore, a corporate non-managing member
may be treated as doing business in New York State and New York City as a result
of its interest in the Fund or its indirect interest in a nonqualifying
Underlying Fund.

                  A trust or other unincorporated organization which by reason
of its purposes or activities is exempt from Federal income tax is also exempt
from New York State and New York City personal income tax. A nonstock
corporation which is exempt from Federal income tax is generally presumed to be
exempt from New York State corporate franchise tax and New York City general
corporation tax. New York State imposes a tax with respect to such exempt
entities on UBTI (including unrelated debt-financed income) at a rate which is
currently equal to the New York State corporate franchise tax rate (plus the
corporate surtax). There is no New York City tax on the UBTI of an otherwise
exempt entity.
                  Each prospective corporate investor should consult its tax
adviser with regard to the New York State and New York City tax consequences of
an investment in the Fund.

                              ERISA CONSIDERATIONS

                  Persons who are fiduciaries with respect to an employee
benefit plan or other arrangement subject to the Employee Retirement Income
Security Act of 1974, as amended (an "ERISA Plan" and "ERISA," respectively),
and persons who are fiduciaries with respect to an IRA or Keogh Plan, which is
not subject to ERISA but is subject to the prohibited transaction rules of
Section 4975 of the Code (together with ERISA Plans, "Benefit Plans") should
consider, among other things, the matters described below before determining
whether to invest in the Fund.

                  ERISA imposes certain general and specific responsibilities on
persons who are fiduciaries with respect to an ERISA Plan, including prudence,
diversification, an obligation not to engage in a prohibited transaction and
other standards. In determining whether a particular investment is appropriate
for an ERISA Plan, Department of Labor ("DOL") regulations provide that a
fiduciary of an ERISA Plan must give appropriate consideration to, among other
things, the role that the investment plays in the ERISA Plan's portfolio, taking
into consideration whether the investment is designed reasonably to further the
ERISA Plan's purposes, an examination of the risk and return factors, the
portfolio's composition with regard to diversification, the liquidity and
current return of the total portfolio relative to the anticipated cash flow
needs of the ERISA Plan, the income tax consequences of the investment (see "Tax
Aspects--Unrelated Business Taxable Income" and "--Certain Issues Pertaining to
Specific Exempt Organizations") and the projected return of the total portfolio
relative to the ERISA Plan's funding objectives. Before investing the assets of
an ERISA Plan in the Fund, a fiduciary should determine whether such an
investment is consistent with its fiduciary responsibilities and the foregoing
regulations. For example, a fiduciary should consider whether an investment in
the Fund may be too illiquid or too speculative for a particular ERISA Plan, and
whether the assets of the ERISA Plan would be sufficiently diversified. If a
fiduciary with respect to any such ERISA Plan breaches its or his
responsibilities with regard to selecting an investment or an investment course
of action for such ERISA Plan, the fiduciary itself or himself may be held
liable for losses incurred by the ERISA Plan as a result of such breach.

                  Because the Fund is registered as an investment company under
the Investment Company Act, the underlying assets of the Fund should not be
considered to be "plan assets" of the ERISA Plans investing in the Fund for
purposes of ERISA's (or the Code's) fiduciary responsibility and prohibited
transaction rules. Thus, OFI and Tremont will not be fiduciaries within the
meaning of ERISA by reason of their authority with respect to the Fund.

                  A Benefit Plan which proposes to invest in the Fund will be
required to represent that it, and any fiduciaries responsible for such Plan's
investments, are aware of and understand the Fund's investment objective,
policies and strategies, that the decision to invest plan assets in the Fund was
made with appropriate consideration of relevant investment factors with regard
to the Benefit Plan and is consistent with the duties and responsibilities
imposed upon fiduciaries with regard to their investment decisions under ERISA
and/or the Code.

                  Certain prospective Benefit Plan Shareholders may currently
maintain relationships with the Adviser, the Sub-Adviser or their affiliates.
Each of such persons may be deemed to be a party in interest to and/or a
fiduciary of any Benefit Plan to which it provides investment management,
investment advisory or other services. ERISA prohibits (and the Code penalizes)
the use of ERISA and Benefit Plan assets for the benefit of a party in interest
and also prohibits (or penalizes) an ERISA or Benefit Plan fiduciary from using
its position to cause such Plan to make an investment from which it or certain
third parties in which such fiduciary has an interest would receive a fee or
other consideration. ERISA and Benefit Plan Shareholders should consult with
counsel to determine if participation in the Fund is a transaction that is
prohibited by ERISA or the Code. Fiduciaries of ERISA or Benefit Plan
Shareholders will be required to represent that the decision to invest in the
Fund was made by them as fiduciaries that are independent of such affiliated
persons, that such fiduciaries are duly authorized to make such investment
decision and that they have not relied on any individualized advice or
recommendation of such affiliated persons, as a primary basis for the decision
to invest in the Fund.

                  The provisions of ERISA and the Code are subject to extensive
and continuing administrative and judicial interpretation and review. The
discussion of ERISA and the Code contained in this SAI and the prospectus is
general and may be affected by future publication of regulations and rulings.
Potential Benefit Plan Shareholders should consult their legal advisers
regarding the consequences under ERISA and the Code of the acquisition and
ownership of Shares.

                                    BROKERAGE

                  Each Underlying Fund Manager is directly responsible for
placing orders for the execution of portfolio transactions for the Underlying
Fund or Segregated Account that it manages and for the allocation of brokerage.
Transactions on U.S. stock exchanges and on some foreign stock exchanges involve
the payment of negotiated brokerage commissions. On the great majority of
foreign stock exchanges, commissions are fixed. No stated commission is
generally applicable to securities traded in over-the-counter markets, but the
prices of those securities include undisclosed commissions or mark-ups.

                  In selecting brokers and dealers to execute transactions on
behalf of an Underlying Fund or Segregated Account, each Underlying Fund Manager
will generally seek to obtain the best price and execution for the transactions,
taking into account factors such as price, size of order, difficulty of
execution and operational facilities of a brokerage firm, the scope and quality
of brokerage services provided, and the firm's risk in positioning a block of
securities. Although it is expected that each Underlying Fund Manager generally
will seek reasonably competitive commission rates, an Underlying Fund Manager
will not necessarily pay the lowest commission available on each transaction.
The Underlying Fund Managers will typically have no obligation to deal with any
broker or group of brokers in executing transactions in portfolio securities.
Brokerage practices adopted by Underlying Fund Managers with respect to
Underlying Funds may vary and will be governed by each Underlying Fund's
organizational documents.

                  Consistent with the principle of seeking best price and
execution, an Underlying Fund Manager may place orders for an Underlying Fund or
Segregated Account with brokers that provide the Underlying Fund Manager and its
affiliates with supplemental research, market and statistical information,
including advice as to the value of securities, the advisability of investing
in, purchasing or selling securities, and the availability of securities or
purchasers or sellers of securities, and furnishing analyses and reports
concerning issuers, industries, securities, economic factors and trends,
portfolio strategy and the performance of accounts. The expenses of the
Underlying Fund Managers are not necessarily reduced as a result of the receipt
of this supplemental information, which may be useful to the Underlying Fund
Managers or their affiliates in providing services to clients other than the
Underlying Funds and the Segregated Accounts they manage. In addition, not all
of the supplemental information is necessarily used by an Underlying Fund
Manager in connection with the Underlying Fund or Segregated Account it manages.
Conversely, the information provided to an Underlying Fund Manager by brokers
and dealers through which other clients of the Underlying Fund Manager or its
affiliates effect securities transactions may be useful to the Underlying Fund
Manager in providing services to the Underlying Fund or a Segregated Account.

                  It is anticipated that Underlying Fund Managers (including
each Underlying Fund Manager retained to manage a Segregated Account) will
generally follow brokerage placement practices similar to those described above.
The brokerage placement practices described above will also be followed by the
Sub-Adviser to the extent it places transactions for the Fund. However, certain
Underlying Fund Managers (other than those managing Segregated Accounts) may
have policies that permit the use of brokerage commissions of an Underlying Fund
to obtain products or services that are not research related and that may
benefit the Underlying Fund Manager.

                            DISTRIBUTION ARRANGEMENTS

                  The Distributor acts as the distributor of Shares on a best
efforts basis, subject to various conditions, pursuant to the terms of a General
Distributor's Agreement entered into with the Fund. Shares may be purchased
through the Distributor or through brokers or dealers that have entered into
selling agreements with the Distributor. The Fund is not obligated to sell to a
broker or dealer any Shares that have not been placed with Qualified Investors
that meet all applicable requirements to invest in the Fund. The Distributor
maintains its principal office at 6803 South Tucson Way, Centennial, Colorado
80112, and is an affiliate of the Adviser and the Sub-Adviser.

                  Shares will be offered and may be purchased on a monthly
basis, or at such other times as may be determined by the Board. Neither the
Distributor nor any other broker or dealer is obligated to buy from the Fund any
of the Shares. The Distributor does not intend to make a market in Shares. The
Fund has agreed to indemnify the Distributor and its affiliates and certain
other persons against certain liabilities under the Securities Act.

                         PAYMENTS TO FUND INTERMEDIARIES

         Financial intermediaries may receive various forms of compensation or
reimbursement from the Fund. They may also receive payments or concessions from
the Distributor, derived from sales charges paid by the clients of the financial
intermediary, also as described in this SAI. Additionally, the Adviser and/or
the Distributor (including their affiliates) may make payments to financial
intermediaries in connection with their offering and selling shares of the Fund
and other Oppenheimer funds, providing marketing or promotional support,
transaction processing and/or administrative services. Among the financial
intermediaries that may receive these payments are brokers and dealers who sell
and/or hold shares of the Fund, banks (including bank trust departments),
registered investment advisers, insurance companies, retirement plan and
qualified tuition program administrators, third party administrators, and other
institutions that have selling, servicing or similar arrangements with the
Adviser or Distributor. The payments to intermediaries vary by the types of
product sold, the features of the Fund shares and the role played by the
intermediary.

         Possible types of payments to financial intermediaries include, without
limitation, those discussed below.

o Payments made by the Fund, or by an investor buying or selling shares of the
Fund may include:

o                   initial front-end sales charges, all or a portion of which
                    front-end sales charges are payable by the Distributor to
                    financial intermediaries (see "Distribution Arrangements" in
                    the prospectus);
o                   shareholder servicing payments for providing omnibus
                    accounting, recordkeeping, networking, sub-transfer agency
                    or other administrative or shareholder services, including
                    retirement plan and 529 plan administrative services fees,
                    which are paid from the assets of a Fund as reimbursement to
                    the Adviser or Distributor for expenses they incur on behalf
                    of the Fund.

o            Payments made by the Adviser or Distributor out of their respective
             resources and assets, which may include profits the Adviser derives
             from investment advisory fees paid by the Fund. These payments are
             made at the discretion of the Adviser and/or the Distributor. These
             payments, often referred to as "revenue sharing" payments, may be
             in addition to the payments by the Fund listed above.

o                   These types of payments may reflect compensation for
                    marketing support, support provided in offering the Fund or
                    other Oppenheimer funds through certain trading platforms
                    and programs, transaction processing or other services;
o                   The Adviser and Distributor each may also pay other
                    compensation to the extent the payment is not prohibited by
                    law or by any self-regulatory agency, such as the NASD.
                    Payments are made based on the guidelines established by the
                    Adviser and Distributor, subject to applicable law.

         These payments may provide an incentive to financial intermediaries to
actively market or promote the sale of shares of the Fund or other Oppenheimer
funds, or to support the marketing or promotional efforts of the Distributor in
offering shares of the Fund or other Oppenheimer funds. In addition, some types
of payments may provide a financial intermediary with an incentive to recommend
the Fund. Financial intermediaries may earn profits on these payments, since the
amount of the payment may exceed the cost of providing the service. Certain of
these payments are subject to limitations under applicable law. Financial
intermediaries may categorize and disclose these arrangements to their clients
and to members of the public in a manner different from the disclosures in the
Fund's prospectus and this SAI. You should ask your financial intermediary for
information about any payments it receives from the Fund, the Adviser or the
Distributor and any services it provides, as well as the fees and commissions it
charges.

         Although brokers or dealers that sell Fund shares may also act as a
broker or dealer in connection with the execution of the purchase or sale of
portfolio securities by the Fund or other Oppenheimer funds, a financial
intermediary's sales of shares of the Fund or such other Oppenheimer funds is
not a consideration for the Adviser when choosing brokers or dealers to effect
portfolio transactions for the Fund or such other Oppenheimer funds.

         Revenue sharing payments can pay for distribution-related or asset
retention items including, without limitation,

o            transactional support, one-time charges for setting up access for
             the Fund or other Oppenheimer funds on particular trading systems,
             and paying the intermediary's networking fees;
o            program support, such as expenses related to including the
             Oppenheimer funds in retirement plans, college savings plans,
             fee-based advisory or wrap fee programs, fund "supermarkets", bank
             or trust company products or insurance companies' variable annuity
             or variable life insurance products;
o            placement on the dealer's list of offered funds and providing
             representatives of the Distributor with access to a financial
             intermediary's sales meetings, sales representatives and management
             representatives.

         Additionally, the Adviser or Distributor may make payments for firm
support, such as business planning assistance, advertising, and educating a
financial intermediary's sales personnel about the Oppenheimer funds and
shareholder financial planning needs.

         For the year ended December 31, 2005, the following financial
intermediaries that are broker-dealers offering shares of the Oppenheimer funds,
and/or their respective affiliates, received revenue sharing or similar
distribution-related payments from the Adviser or Distributor for marketing or
program support:

Advantage Capital Corp./Financial Services Corp.           Advest, Inc.
Aegon USA                                                  Aetna Retirement Services, Inc.
A.G. Edwards & Sons, Inc.                                  AIG Life
Allianz Life Insurance Company                             Allmerica Financial Life Insurance and Annuity Co.
Allstate Financial Advisors                                American Enterprise Life Insurance
American General Securities, Inc.                          American General Annuity
Ameriprise Financial Services, Inc.                        American Portfolio Financial Services, Inc.
Ameritas Life Insurance Corporation                        Annuity Investors Life
Associated Securities                                      AXA Advisors
Banc One Securities Corp.                                  BNY Investment Center, Inc.
Cadaret Grant & Co. Inc.                                   Charles Schwab - Great West Life
Chase Investment Services Corp.                            CitiCorp Investment Services, Inc.
Citigroup Global Markets, Inc. (SSB)                       CitiStreet
Citizens Bank of Rhode Island                              CJM Planning Corp.
Columbus Life Insurance Company                            Commonwealth Financial Network
CUNA Brokerage Services, Inc.                              CUSO Financial Services, L.P.
Federal Kemper Life Assurance Company                      Financial Network (ING)
First Global Capital                                       GE Financial Assurance - GE Life & Annuity
Glenbrook Life and Annuity Co.                             Hartford
HD Vest                                                    HSBC Brokerage (USA) Inc.
ING Financial Advisers                                     ING Financial Partners
Jefferson Pilot Life Insurance Company                     Jefferson Pilot Securities Corp.
John Hancock Life Insurance Co.                            Kemper Investors Life Insurance Co.
Legend Equities Corp.                                      Legg Mason
Lincoln Benefit Life                                       Lincoln Financial
Lincoln Investment Planning, Inc.                          Lincoln National Life
Linsco Private Ledger                                      MassMutual Financial Group and affiliates
McDonald Investments, Inc.                                 Merrill Lynch & Co. and affiliates
MetLife and affiliates                                     Minnesota Life Insurance Company
Mony Life Insurance Co.                                    Morgan Stanley Dean Witter, Inc.
Multi-Financial (ING)                                      Mutual Service Corporation
National Planning Holdings, Inc.                           Nationwide and affiliates
NFP                                                        New York Life Securities, Inc.
Park Avenue Securities LLC                                 PFS Investments, Inc.
Prime Capital Services, Inc.                               Primevest Financial Services, Inc. (ING)
Protective Life Insurance Co.                              Prudential Investment Management Services LLC
Raymond James & Associates                                 Raymond James Financial Services
RBC Dain Rauscher Inc.                                     Royal Alliance
Securities America Inc.                                    Security Benefit Life Insurance Co.
Sentra Securities                                          Signator Investments
Sun Life Assurance Company of Canada                       SunAmerica Securities, Inc.
SunTrust Securities                                        Thrivent
Travelers Life & Annuity Co., Inc.                         UBS Financial Services Inc.
Union Central Life Insurance Company                       United Planners
Valic Financial Advisors, Inc.                             Wachovia Securities LLC
Walnut Street Securities (Met Life Network)                Waterstone Financial Group
Wells Fargo Investments, LLC

         For the year ended December 31, 2005, the following firms, which in
some cases are broker-dealers, received payments from the Adviser or Distributor
for administrative or other services provided (other than revenue sharing
arrangements), as described above:

ABN AMRO Financial Services Inc.                           ACS HR Solutions LLC
Administrative Management Group                            ADP Broker/Dealer Inc.
Aetna Financial Services                                   Alliance Benefit Group
American Stock Transfer & Trust Co                         Ameriprise Financial Services, Inc.
Baden Retirement Plan Services LLC                         Banc One Securities Corp.
BCG Securities                                             Benefit Administration Company LLC
Benefit Administration Inc.                                Benefit Plans Administrative Services
Benetech Inc.                                              Bisys Retirement Services
Boston Financial Data Services Inc.                        Ceridian Retirement Plan Services
Charles Schwab & Co Inc.                                   Charles Schwab Trust Company
Circle Trust Company                                       Citigroup Global Markets Inc.
CitiStreet                                                 City National Bank
Columbia Funds Distributor Inc.                            CPI Qualified Plan Consultants Inc.
Daily Access.Com Inc.                                      Digital Retirement Solutions
DST Systems Inc.                                           Dyatech LLC
Edgewood/Federated Investments                             ERISA Administrative Services Inc.
Expert Plan Inc.                                           FASCorp
FBD Consulting Inc.                                        Fidelity Institutional Operations Co.
Fidelity Investments                                       First National Bank of Omaha
First Trust Corp.                                          First Trust-Datalynx
Franklin Templeton                                         Geller Group LTD
GoldK Inc.                                                 Great West Life & Annuity Ins Co.
Hartford Life Insurance Co                                 Hewitt Associates LLC
ICMA-RC Services LLC                                       Independent Plan Coordinators Inc.
ING                                                        Ingham Group
Interactive Retirement Systems                             Invesco Retirement Plans
Invesmart                                                  InWest Pension Management
John Hancock Life Insurance Co.                            JPMorgan Chase & Co
JPMorgan Chase Bank                                        July Business Services
Kaufman & Goble                                            Leggette & Company Inc.
Lincoln National Life                                      MassMutual Financial Group and affiliates
Matrix Settlement & Clearance Services                     Mellon HR Solutions
Mercer HR Services                                         Merrill Lynch & Co., Inc.
Metavante 401(k) Services                                  Metlife Securities Inc.
MFS Investment Management                                  Mid Atlantic Capital Corp.
Milliman Inc.                                              Morgan Stanley Dean Witter Inc.
National City Bank                                         National Financial Services Corp.
Nationwide Investment Service Corp.                        New York Life Investment Management
Northeast Retirement Services                              Northwest Plan Services Inc.
Pension Administration and Consulting                      PFPC Inc.
Plan Administrators Inc.                                   PlanMember Services Corporation
Princeton Retirement Group Inc.                            Principal Life Insurance Co
Programs for Benefit Plans Inc.                            Prudential Retirement Insurance & Annuity Co.
Prudential Retirement Services                             PSMI Group
Putnam Investments                                         Quads Trust Company
RSM McGladrey Retirement Resources                         SAFECO
Standard Insurance Co                                      Stanley Hunt DuPree Rhine
Stanton Group Inc.                                         State Street Bank & Trust
Strong Capital Management Inc.                             Symetra Investment Services Inc.
T Rowe Price Associates                                    Taylor Perky & Parker LLC
Texas Pension Consultants                                  The 401(K) Company
The Chicago Trust Company                                  The Retirement Plan Company LLC
The Vanguard Group                                         TruSource
Unified Fund Services Inc.                                 Union Bank & Trust Co. (Nebraska)
USI Consulting Group (CT)                                  Valic Retirement Services Co
Wachovia Bank NA                                           Web401k.com
Wells Fargo Bank NA                                        Wilmington Trust Company
WySTAR Global Retirement Solutions

                               VALUATION OF ASSETS

                  The net asset value of the Fund will be determined by or at
the direction of the Adviser as of the close of business at the end of any
fiscal period, generally monthly, in accordance with the valuation principles
set forth below or as may be determined from time to time pursuant to policies
established by the Board of Directors.

                  The Fund's investment in Underlying Funds are subject to the
terms and conditions of the respective operating agreements and offering
memoranda, as appropriate, pursuant to which the Fund will value its investments
in Underlying Funds at fair value. The Fund's investments in Underlying Funds
are carried at fair value as determined by the Fund's pro-rata interest in the
net assets of each Underlying Fund. These Underlying Funds value their
underlying investments in accordance with policies established by such
Underlying Funds, as described in each of their financial statements and
offering memoranda. All valuations utilize financial information supplied by
each Underlying Fund and are net of management and performance incentive fees or
allocations payable to the Underlying Fund Managers pursuant to the Underlying
Funds' agreements. Where no value is readily available from an Underlying Fund
or where a value is supplied by an Underlying Fund is deemed not to be
indicative of its value, the Underlying Fund will be valued at fair value as
determined in good faith by the Board of Directors or in accordance with the
procedures adopted by the Board of Directors. In accordance with the Advisory
Agreement, the Adviser values the Fund's assets based on such reasonably
available relevant information as it considers material. Because of the inherent
uncertainty of valuation, the values of the Fund's investments may differ
significantly from the values that would have been used had a ready market for
the investments held by the Fund been available.

                  To the extent Underlying Fund Managers are engaged to manage
the Segregated Accounts, the Fund will value portfolio securities of the
Segregated Accounts managed by the Underlying Fund Managers as described below:

                  Equity securities, puts, calls and futures traded on a U.S.
securities exchange or on NASDAQ(R) 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(R), 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 Directors, or

              (2) at the last sale price obtained by the Adviser 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.

                  The following securities are valued at the mean between the
"bid" and "asked" prices determined by a pricing service approved by the Board
of Directors or obtained by the Adviser 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,

              (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, and

              (4) puts, calls and futures that are not traded on an exchange or
                  on NASDAQ(R).

                  Money market debt securities that had a maturity of less than
                  397 days when issued that have a remaining maturity of 60 days
                  or less are valued at cost, adjusted for amortization of
                  premiums and accretion of discounts.

                  Securities (including restricted securities) not having
                  readily-available market quotations are valued at fair value
                  determined under procedures established by the Board of
                  Directors. If the Adviser is unable to locate two market
                  makers willing to give quotes, a security may be priced at the
                  mean between the "bid" and "asked" prices provided by a single
                  active market maker (which in certain cases may be the "bid"
                  price if no "asked" price is available). The Fund's interests
                  in Underlying Funds will not have readily available market
                  quotations and will be valued at their "fair value," as
                  determined under procedures established by the Board of
                  Directors. As described in the prospectus, with respect to its
                  interests in Underlying Funds, the Fund will normally rely on
                  valuation information provided by Underlying Fund Managers as
                  being the "fair value" of such investments. The Board of
                  Directors, however, will consider such information provided by
                  Underlying Fund Managers, as well as other available
                  information, and may possibly conclude in unusual
                  circumstances that the information provided by an Underlying
                  Fund Manager does not represent the "fair value" of the Fund's
                  interests in Underlying Funds.

                  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
                  Adviser may use pricing services approved by the Board of
                  Directors. 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 Adviser 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 by a bank, dealer or
                  pricing service that the Adviser has determined to be reliable
                  are used to value foreign currency, including forward foreign
                  currency contracts, and to determine the U.S. dollar value of
                  securities that are denominated or quoted in foreign currency.

           INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AND LEGAL COUNSEL

                  KPMG LLP has been appointed the Independent Registered Public
Accounting Firm to the Fund for the fiscal year 2007, replacing Ernst & Young
LLP who were dismissed as the independent registered public accounting firm to
the Fund effective at the conclusion of the fiscal 2006 audit. For the fiscal
year 2007, KPMG LLP will audit the Fund's financial statements and perform other
related audit services. KPMG LLP also acts as the independent registered public
accounting firm for the Manager and certain other funds advised by the Manager
and its affiliates. Audit and non-audit services provided by KPMG LLP to the
Fund must be pre-approved by the Audit Committee.

                  Mayer, Brown, Rowe & Maw LLP, 1675 Broadway, New York, New
York 10019, acts as Fund Counsel and Independent Directors Counsel.

                                    CUSTODIAN

                  PFPC Trust Company (the "Custodian") serves as the custodian
of the Fund's assets, and may maintain custody of the Fund's assets with
domestic and non-U.S. subcustodians (which may be banks, trust companies,
securities depositories and clearing agencies) approved by the Board. Assets of
the Fund are not held by the Adviser or the Sub-Adviser or commingled with the
assets of other accounts except to the extent that securities are held in the
name of a custodian in a securities depository, clearing agency or omnibus
customer account of such custodian. The Custodian's principal business address
is 400 Bellevue Parkway, Wilmington, Delaware 19809.

               CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

                  As of July 3, 2006, the Adviser owned, beneficially and of
record, approximately 23.67% of the Shares. The Adviser is a corporation
organized under the laws of Colorado and maintains its principal office at Two
World Financial Center, 225 Liberty Street, New York, New York 10281-1008. Also
as of that date, the Sub-Adviser, an affiliate of the Adviser, owned
approximately 0% of the Shares. The Adviser is indirectly wholly-owned by
MassMutual, a mutual life insurance company organized under the laws of the
Commonwealth of Massachusetts and maintains its principal office at 1295 State
Street, Springfield, Massachusetts 01111.

                  No other person owned, beneficially or of record, 5% or more
of the outstanding Shares.

                            SUMMARY OF LLC AGREEMENT

                  The following is a summary description of additional items and
of select provisions of the LLC Agreement that are not described elsewhere in
this SAI or in the Fund's prospectus. The description of such items and
provisions is not definitive and reference should be made to the complete text
of the LLC Agreement contained in Appendix B to the prospectus.

                            LIABILITY OF SHAREHOLDERS

                  Shareholders in the Fund will be members of a limited
liability company as provided under Delaware law. Under Delaware law and the LLC
Agreement, a Member will not be liable for the debts, obligations or liabilities
of the Fund solely by reason of being a Member, except that the Member may be
obligated to make capital contributions to the Fund pursuant to the LLC
Agreement, to repay any funds wrongfully distributed to the Member. A Member may
be required to contribute to the Fund, whether before or after the Fund's
dissolution or after the Member ceases to be a Member, such amounts as the Fund
deems necessary to meet the Fund's debts, obligations or liabilities (not to
exceed for any Member, the aggregate amount of any distributions, amounts in
connection with the repurchase of all or a portion of the Member's interests and
any other amounts received by the Member from the Fund during or after the
fiscal year to which any debt, obligation or liability of the Fund is incurred).

                                  DUTY OF CARE

                  The LLC Agreement provides that neither the Directors, the
Adviser, or the Sub-Adviser (including certain of their affiliates, among
others) shall be liable to the Fund or any of the Shareholders for any loss or
damage occasioned by any act or omission in the performance of their respective
services as such in the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of their duties. The LLC Agreement also
contains provisions for the indemnification, to the extent permitted by law, of
the Directors by the Fund, but not by the Shareholders individually, against any
liability and expense to which any of them may be liable which arises in
connection with the performance of their activities on behalf of the Fund. A
Director will not be personally liable to any Shareholder for the repayment of
any investment made by a shareholder or by reason of any change in the Federal
or state income tax laws applicable to the Fund or its Shareholders. The rights
of indemnification and exculpation provided under the LLC Agreement do not
provide for indemnification of a Director for any liability, including liability
under Federal securities laws which, under certain circumstances, impose
liability even on persons that act in good faith, to the extent, but only to the
extent, that such indemnification would be in violation of applicable law.

                                POWER OF ATTORNEY

                  By purchasing Shares and by signing the LLC Agreement (which
each Member will do by virtue of signing the Shareholder certification form
attached to the prospectus as Appendix A), each Shareholder will appoint the
Adviser and each of the Directors his or her attorney-in-fact for purposes of
filing required certificates and documents relating to the formation and
continuance of the Fund as a limited liability company under Delaware law or
signing all instruments effecting authorized changes in the Fund or the LLC
Agreement and conveyances and other instruments deemed necessary to effect the
dissolution or termination of the Fund.

                  The power-of-attorney granted in the LLC Agreement is a
special power-of-attorney coupled with an interest in favor of the Adviser and
each of the Directors and as such is irrevocable and continues in effect until
all of such Shareholder's Shares have been withdrawn pursuant to a repurchase or
redemption of the Shares or a permitted transfer to one or more eligible
transferees.

                        TERM, DISSOLUTION AND LIQUIDATION

                  The Fund will be dissolved:

o                     upon the affirmative vote to dissolve the Fund by both (1)
                      the Board and (2) Shareholders holding at least two-thirds
                      of the total number of votes eligible to be cast by all
                      Shareholders;
o                     upon the expiration of any two-year period that commences
                      on the date on which any Shareholder has submitted a
                      written notice to the Fund requesting the repurchase of
                      all Shares owned by such Shareholder, in accordance with
                      the LLC Agreement, if the Fund has not repurchased the
                      Shareholder's Shares;
o        at the election of the Adviser;
     o upon the  failure  of  Shareholders  to elect  successor  Directors  at a
meeting called by the Adviser when no Director  remains to continue the business
of the Fund; or
o        as required by operation of law.

                  Upon the occurrence of any event of dissolution, the Board or
the Adviser, acting as liquidator under appointment by the Board (or another
liquidator, if the Board does not appoint the Adviser to act as liquidator or is
unable to perform this function), is charged with winding up the affairs of the
Fund and liquidating its assets.

                  Upon the dissolution of the Fund, its assets are to be
distributed (1) first to satisfy the debts, liabilities and obligations of the
Fund, other than debts to Shareholders, including actual or anticipated
liquidation expenses, (2) next to satisfy debts, liabilities and obligations
owing to the Shareholders, and (3) finally to the Shareholders proportionately
in accordance with the relative number of shares held by such Shareholders.
Assets may be distributed in-kind on a pro rata basis if the Board or liquidator
determines that such a distribution would be in the interests of the
Shareholders in facilitating an orderly liquidation.

                                     VOTING

                  Each Shareholder has the right to cast a number of votes equal
to the number of Shares owned at a meeting of Shareholders called by the Board
or by Shareholders holding 25% or more of the total number of votes eligible to
be cast. Shareholders will be entitled to vote on any matter on which
shareholders of a registered investment company organized as a corporation would
normally be entitled to vote, including the election of Directors, approval of
the Fund's agreement any investment adviser of the Fund, and approval of the
Fund's auditors, and on certain other matters, to the extent that the Investment
Company Act requires a vote of Shareholders on any such matters. Except for the
exercise of their voting privileges, Shareholders in their capacity as such are
not entitled to participate in the management or control of the Fund's business,
and may not act for or bind the Fund.

                             REPORTS TO SHAREHOLDERS

                  The Fund will furnish to Shareholders as soon as practicable
after the end of each taxable year such information as is necessary for such
Shareholders to complete Federal and state income tax or information returns,
along with any other tax information required by law. The Fund will send to
Shareholders a semi-annual and an audited annual report within 60 days after the
close of the period for which it is being made, or as otherwise required by the
Investment Company Act. Quarterly reports from the Adviser or the Sub-Adviser
regarding the Fund's operations during each fiscal quarter also will be sent to
Shareholders.

                                   FISCAL YEAR

                  For accounting purposes, the Fund's fiscal year is the
12-month period ending on March 31. For tax purposes, the 12-month period ending
March 31 of each year will be the taxable year of the Fund. However, in certain
circumstances the Fund may be required to adopt a taxable year ending on another
date.

                       FUND ADVERTISING AND SALES MATERIAL

                  Advertisements and sales literature relating to the Fund and
reports to Shareholders may include quotations of investment performance. In
these materials, the Fund's performance will normally be portrayed as the net
return to an investor in the Fund during each month or quarter of the period for
which investment performance is being shown. Cumulative performance and
year-to-date performance computed by aggregating quarterly or monthly return
data may also be used. Investment returns will be reported on a net basis, after
all fees and expenses and the Incentive Fee. Other methods may also be used to
portray the Fund's investment performance.

                  The Fund's investment performance will vary from time to time,
and past results are not necessarily representative of future results.

                  Comparative performance information, as well as any published
ratings, rankings and analyses, reports and articles discussing the Fund, may
also be used to advertise or market the Fund, including data and materials
prepared by recognized sources of such information. Such information may include
comparisons of the Fund's investment performance to the performance of
recognized market indices and indices, including but not limited to the
CSFB/Tremont Underlying Fund Index, an index prepared in part by Tremont
Advisers, Inc., an affiliate of the Adviser and the Sub-Adviser. Comparisons may
also be made to economic and financial trends and data that may be relevant for
investors to consider in determining whether to invest in the Fund.

               NO LETTER OF INTENT; LIMITED RIGHT OF ACCUMULATION

                  Under a Right of Accumulation in determining the applicable
load, the amount of each additional investment in the Fund by a Shareholder will
be aggregated with the amount of the Shareholder's initial investment and any
other additional investments in the Fund (net of the value of all Shares held by
the Shareholder repurchased by the Fund). However, for purposes of determining
the sales load for your investment sin the Fund the right of accumulation
privileges do not apply to investments in other funds managed by
OppenheimerFunds, Inc. or its affiliates. The Fund no longer offers Letters of
Intent.

                              FINANCIAL STATEMENTS

         The Fund's audited financial statements for the year ended March 31,
2006 immediately follow.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF OPPENHEIMER TREMONT OPPORTUNITY
FUND, LLC

We have audited the accompanying statement of assets and liabilities of
Oppenheimer Tremont Opportunity Fund, LLC (the "Fund"), including the statement
of investments, as of March 31, 2006, and the related statements of operations
and cash flows for the year then ended, the statements of changes in net
assets/members' capital for each of the two years in the period then ended and
the financial highlights for each of the four years in the period then ended and
for the period from January 2, 2002 (commencement of operations) to March 31,
2002. These financial statements and the financial highlights are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.

      We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements and financial highlights are free of material misstatement.
We were not engaged to perform an audit of the Fund's internal control over
financial reporting. Our audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Fund's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements and financial highlights, assessing the accounting
principles used and significant estimates made by management, and evaluating the
overall financial statement presentation. Our procedures included confirmation
of investments owned as of March 31, 2006, by correspondence with management of
the investment funds and the custodian. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, the financial statements and financial highlights referred
to above, present fairly, in all material respects, the financial position of
Oppenheimer Tremont Opportunity Fund, LLC at March 31, 2006, the results of its
operations and cash flows for the year then ended, the changes in its net
assets/members' capital for each of the two years in the period then ended and
the financial highlights for each of the four years in the period then ended and
for the period from January 2, 2002 to March 31, 2002, in conformity with U.S.
generally accepted accounting principles.

                                                           /s/ Ernst & Young LLP

New York, New York
May 22, 2006


                 21 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC




STATEMENT OF INVESTMENTS  March 31, 2006
--------------------------------------------------------------------------------



                                                       % OF                                   % OF
                                                      HEDGE                        FAIR   MEMBERS'                ACQUISITION
                                                  FUND HELD          COST         VALUE    CAPITAL   LIQUIDITY 1         DATE 2
-------------------------------------------------------------------------------------------------------------------------------

INVESTMENTS IN HEDGE FUNDS
-------------------------------------------------------------------------------------------------------------------------------
EMERGING MARKETS
HDH Special Situations Fund                             0.1%  $   800,000   $   831,143        1.1%  Monthly            01/06
Quorum Fund Ltd.                                        0.4       800,000     1,017,240        1.3   Monthly            01/06
                                                              -------------------------------------
TOTAL EMERGING MARKETS                                          1,600,000     1,848,383        2.4
-------------------------------------------------------------------------------------------------------------------------------
EQUITY MARKET NEUTRAL
Temujin Fund L.P.                                       6.0     2,000,000     2,465,229        3.1   Quarterly    03/05-05/05
-------------------------------------------------------------------------------------------------------------------------------
EVENT DRIVEN
Ahab Partners, L.P.                                     0.9     2,000,000     2,184,516        2.8   Quarterly          09/05
Avenue Asia International Ltd.                          0.1     1,000,000     1,050,851        1.4   Annually           11/05
Avenue Event Driven, L.P.                               3.8     2,474,072     2,754,336        3.5   Quarterly          02/05
Bear Stearns High-Grade Structured
  Credit Strategies, L.P.                               1.0     3,500,000     3,839,628        4.9   Annually     11/04-04/05
Highland Crusader Fund II, Ltd.                         0.4     2,000,000     2,327,948        3.0   Quarterly          09/05
JANA Partners Qualified L.P.                            0.7     4,700,000     6,341,132        8.1   Quarterly          06/04
RAB Special Situations, L.P.                            1.7     1,250,000     1,865,985        2.4   Quarterly          05/05
SOLUS LLC                                               1.9     1,805,502     1,904,835        2.4   Quarterly          01/06
Third Point Partners Qualified, L.P.                    1.9     4,000,000     5,098,332        6.5   Quarterly          01/05
                                                              -------------------------------------
TOTAL EVENT DRIVEN                                             22,729,574    27,367,563       35.0
-------------------------------------------------------------------------------------------------------------------------------
FIXED INCOME ARBITRAGE
Endeavour Fund I, LLC                                   1.1     2,474,606     3,498,818        4.5   Quarterly    06/03-08/03
Julius Baer Diversified Fixed Income Hedge Fund         3.8     2,600,000     2,934,217        3.7   Quarterly          03/05
Oak Hill CCF Partners, L.P.                             0.8     2,370,000     3,211,165        4.1   Monthly      01/02-12/03
                                                              -------------------------------------
TOTAL FIXED INCOME ARBITRAGE                                    7,444,606     9,644,200       12.3
-------------------------------------------------------------------------------------------------------------------------------
LONG/SHORT EQUITY
AlphaGen Pyxis Ltd. Class A                             1.2     2,000,000     2,013,000        2.6   Monthly            03/06
Delta Fund Europe Ltd.                                  0.2     1,600,000     1,889,271        2.4   Quarterly          01/06
Highline Capital Partners (QP), L.P.                    1.1     1,400,000     2,480,491        3.2   Quarterly    11/03-12/03
Hunter Global Investors Fund I, L.P.                    0.7     1,075,000     2,598,704        3.3   Quarterly    05/03-10/03
MedCap Partners, L.P.                                   2.5     3,000,000     2,998,104        3.8   Quarterly    08/05-11/05
TCS Capital International Ltd.                          0.2     1,600,000     1,757,695        2.2   Quarterly          01/06
Whitney New Japan Partners, L.P.                        0.6       495,000     3,571,656        4.6   Quarterly    01/02-08/03
                                                              -------------------------------------
TOTAL LONG/SHORT EQUITY                                        11,170,000    17,308,921       22.1
-------------------------------------------------------------------------------------------------------------------------------
MANAGED FUTURES
The Blenheim Fund, L.P.                                 0.3     1,200,000     1,964,790        2.5   Monthly      12/04-01/05
-------------------------------------------------------------------------------------------------------------------------------
MULTI-STRATEGY
D.E. Shaw Composite International Fund                  0.1     4,000,000     4,139,706        5.3   Quarterly          01/06
Highbridge Asia Opportunities Fund Ltd.                 0.2     1,000,000     1,033,878        1.3   Quarterly          02/06
Stark Investments, L.P.                                 0.3     4,500,000     5,623,353        7.2   Annually     01/04-02/04
                                                              -------------------------------------
TOTAL MULTI-STRATEGY                                            9,500,000    10,796,937       13.8
                                                              -------------------------------------
Total Investments in Hedge Funds                               55,644,180    71,396,023       91.2
-------------------------------------------------------------------------------------------------------------------------------
SHORT-TERM INVESTMENT
-------------------------------------------------------------------------------------------------------------------------------
BlackRock Liquidity Funds--Institutional--TempCash
(3,426,912 shares)                                              3,426,912     3,426,912        4.4
-------------------------------------------------------------------------------------------------------------------------------
TOTAL INVESTMENTS IN HEDGE FUNDS
AND SHORT-TERM INVESTMENT                                     $59,071,092    74,822,935       95.6
                                                              ===========
OTHER ASSETS IN EXCESS OF LIABILITIES                                         3,472,316        4.4
                                                                            -----------------------
NET ASSETS                                                                  $78,295,251      100.0%
                                                                            =======================


Detailed information about the Hedge Funds' portfolios is not available.

1. Available frequency of redemptions after initial lock-up period.

2. Represents initial through most recent month of investment purchases.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  7 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



STATEMENT OF ASSETS AND LIABILITIES  March 31, 2006
--------------------------------------------------------------------------------


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

ASSETS
----------------------------------------------------------------------------------------------------------
Investments in hedge funds, at fair value (cost $55,644,180)                                 $ 71,396,023
----------------------------------------------------------------------------------------------------------
Cash and cash equivalents (cost $3,426,912)                                                     3,426,912
----------------------------------------------------------------------------------------------------------
Receivable and other assets:
Investment funds sold                                                                          12,958,190
Other assets                                                                                       67,845
                                                                                             -------------
Total assets                                                                                   87,848,970

----------------------------------------------------------------------------------------------------------
LIABILITIES
----------------------------------------------------------------------------------------------------------
Payables:
Shareholder redemptions                                                                         8,614,646
Management fee                                                                                    253,621
Incentive fee                                                                                     227,472
Investor servicing fees                                                                            94,048
Capital structure conversion costs                                                                 84,194
Professional fees                                                                                  67,933
Shareholder communication fees                                                                     51,035
Accounting and investor processing fees                                                            56,680
Administration fee                                                                                 52,845
Board of Directors' fees and expenses                                                               2,270
Miscellaneous fees                                                                                 48,975
                                                                                             -------------
Total liabilities                                                                               9,553,719

----------------------------------------------------------------------------------------------------------
NET ASSETS                                                                                   $ 78,295,251
                                                                                             =============

----------------------------------------------------------------------------------------------------------
COMPOSITION OF NET ASSETS
----------------------------------------------------------------------------------------------------------
Paid-in capital                                                                              $ 69,550,165
----------------------------------------------------------------------------------------------------------
Accumulated net investment loss                                                                   (50,851)
----------------------------------------------------------------------------------------------------------
Accumulated net realized loss on investment transactions                                       (6,955,906)
----------------------------------------------------------------------------------------------------------
Net unrealized appreciation on investments                                                     15,751,843
                                                                                             -------------
NET ASSETS                                                                                   $ 78,295,251
                                                                                             =============

----------------------------------------------------------------------------------------------------------
NET ASSET VALUE PER SHARE
----------------------------------------------------------------------------------------------------------
(based on net assets of $78,295,251 and 714,506 shares of beneficial interest outstanding)   $     109.58


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  8 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



STATEMENT OF OPERATIONS  For the Year Ended March 31, 2006
--------------------------------------------------------------------------------


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

INVESTMENT INCOME
----------------------------------------------------------------------------------------------------------
Dividends                                                                                    $    155,909

----------------------------------------------------------------------------------------------------------
EXPENSES
----------------------------------------------------------------------------------------------------------
Management fee                                                                                  1,015,040
----------------------------------------------------------------------------------------------------------
Investor servicing fees                                                                           355,196
----------------------------------------------------------------------------------------------------------
Incentive fees                                                                                    227,472
----------------------------------------------------------------------------------------------------------
Administration fee                                                                                211,515
----------------------------------------------------------------------------------------------------------
Accounting and investor processing fees                                                           165,886
----------------------------------------------------------------------------------------------------------
Capital structure conversion costs                                                                 99,546
----------------------------------------------------------------------------------------------------------
Professional fees                                                                                  92,813
----------------------------------------------------------------------------------------------------------
Shareholder communication fees                                                                     63,540
----------------------------------------------------------------------------------------------------------
Registration fees                                                                                  52,846
----------------------------------------------------------------------------------------------------------
Interest expense                                                                                   21,347
----------------------------------------------------------------------------------------------------------
Custodian fees                                                                                     19,564
----------------------------------------------------------------------------------------------------------
Board of Directors' fees and expenses                                                              13,148
----------------------------------------------------------------------------------------------------------
Miscellaneous fees                                                                                 47,888
                                                                                             -------------
Total expenses                                                                                  2,385,801

----------------------------------------------------------------------------------------------------------
NET INVESTMENT LOSS                                                                            (2,229,892)

----------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
----------------------------------------------------------------------------------------------------------
Net realized gain on investments                                                                2,403,688
----------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                                            7,408,210

----------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                         $  7,582,006
                                                                                             =============


SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                  9 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



STATEMENTS OF CHANGES IN NET ASSETS/MEMBERS' CAPITAL
--------------------------------------------------------------------------------



                                                                             SPECIAL ADVISORY     SHAREHOLDERS/
                                                                                      ACCOUNT 1         MEMBERS              TOTAL
-----------------------------------------------------------------------------------------------------------------------------------

MEMBERS' CAPITAL AT MARCH 31, 2004                                               $         --      $ 67,097,529      $  67,097,529
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED MARCH 31, 2005
-----------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
Net investment loss                                                                        --        (1,856,580)        (1,856,580)
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain on investments                                                           --         2,010,477          2,010,477
-----------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                                       --         1,611,905          1,611,905
                                                                                 --------------------------------------------------
Net increase in members' capital resulting from operations                                 --         1,765,802          1,765,802

-----------------------------------------------------------------------------------------------------------------------------------
MEMBERS' CAPITAL TRANSACTIONS
Member subscriptions 2                                                                     --        31,277,488         31,277,488
-----------------------------------------------------------------------------------------------------------------------------------
Member redemptions                                                                         --       (19,246,060)       (19,246,060)
-----------------------------------------------------------------------------------------------------------------------------------
Reallocation of incentive allocation                                                    5,753            (5,753)                --
                                                                                 --------------------------------------------------
Net increase in members' capital resulting from capital transactions                    5,753        12,025,675         12,031,428
                                                                                 --------------------------------------------------
Total increase in members' capital                                                      5,753        13,791,477         13,797,230
                                                                                 --------------------------------------------------
MEMBERS' CAPITAL AT MARCH 31, 2005                                               $      5,753      $ 80,889,006      $  80,894,759
                                                                                 ==================================================

-----------------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED MARCH 31, 2006
-----------------------------------------------------------------------------------------------------------------------------------
OPERATIONS
Net investment loss                                                                        --        (2,229,892)        (2,229,892)
-----------------------------------------------------------------------------------------------------------------------------------
Net realized gain on investments                                                           --         2,403,688          2,403,688
-----------------------------------------------------------------------------------------------------------------------------------
Net change in unrealized appreciation on investments                                       --         7,408,210          7,408,210
                                                                                 --------------------------------------------------
Net increase in net assets resulting from operations                                       --         7,582,006          7,582,006

-----------------------------------------------------------------------------------------------------------------------------------
DIVIDENDS AND/OR DISTRIBUTIONS TO SHAREHOLDERS
Distributions from net realized gain                                                       --          (449,816)          (449,816)
-----------------------------------------------------------------------------------------------------------------------------------
Total dividends and/or distributions to shareholders                                       --          (449,816)          (449,816)

-----------------------------------------------------------------------------------------------------------------------------------
BENEFICIAL INTEREST TRANSACTIONS
Shareholder subscriptions 2                                                                --        11,614,066         11,614,066
-----------------------------------------------------------------------------------------------------------------------------------
Shareholder redemptions                                                                (5,753)      (21,789,827)       (21,795,580)
-----------------------------------------------------------------------------------------------------------------------------------
Distribution reinvestments                                                                 --           449,816            449,816
                                                                                 --------------------------------------------------
Net decrease in net assets resulting from beneficial interest transactions             (5,753)       (9,725,945)        (9,731,698)
                                                                                 --------------------------------------------------
Total decrease in net assets                                                           (5,753)       (2,593,755)        (2,599,508)
                                                                                 --------------------------------------------------
NET ASSETS AT MARCH 31, 2006                                                     $         --      $ 78,295,251      $  78,295,251
                                                                                 ==================================================


1. The Special Advisory Account is no longer applicable effective July 1, 2005,
following a conversion in the Fund's capital structure. See Note 1 of Notes to
Financial Statements.

2. Includes redemption fees received of $1,041 and $9,962 during the years ended
March 31, 2006 and 2005, respectively.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                 10 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



STATEMENT OF CASH FLOWS  For the Year Ended March 31, 2006
--------------------------------------------------------------------------------



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

CASH FLOWS FROM OPERATING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets resulting from operations                                                                  $  7,582,006
-----------------------------------------------------------------------------------------------------------------------------------
Adjustments to reconcile net increase in net assets from operations to net cash provided by operating activities:
Net realized gain on investments                                                                                        (2,403,688)
Net change in unrealized appreciation on investments                                                                    (7,408,210)
Purchases of investments                                                                                               (30,305,231)
Proceeds from sales of investments                                                                                      47,157,777
Increase in receivable from investment funds sold                                                                       (3,351,387)
Increase in other assets                                                                                                   (36,188)
Increase in incentive fees payable                                                                                         227,472
Increase in management fee payable                                                                                          71,355
Increase in capital structure conversion costs payable                                                                      84,194
Increase in shareholder communication fees payable                                                                          51,035
Decrease in accounting and investor processing fees payable                                                                (54,768)
Decrease in professional fees payable                                                                                      (16,392)
Increase in administration fee payable                                                                                      14,875
Decrease in investor servicing fees payable                                                                                 (4,690)
Increase in Board of Directors' fees and expenses payable                                                                    2,020
Increase in miscellaneous payable                                                                                           34,822
                                                                                                                      -------------
Net cash provided by operating activities                                                                               11,645,002

-----------------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
-----------------------------------------------------------------------------------------------------------------------------------
Proceeds from shares of beneficial interest sold                                                                        11,614,066
Payments of shares of beneficial interest redeemed                                                                     (23,910,225)
Proceeds from credit facility borrowings                                                                                10,000,000
Payments on credit facility borrowings                                                                                 (10,000,000)
                                                                                                                      -------------
Net cash used in financing activities                                                                                  (12,296,159)
-----------------------------------------------------------------------------------------------------------------------------------
Net change in cash and cash equivalents                                                                                   (651,157)
-----------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at beginning of period                                                                         4,078,069
                                                                                                                      -------------
Cash and cash equivalents at end of period                                                                            $  3,426,912
                                                                                                                      =============


Supplemental disclosure of cash flow information:

Non-cash financing activity not included herein consists of reinvestment of
dividends and distributions of $449,816.

Cash paid for interest on credit facility borrowings--$21,347.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                 11 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



FINANCIAL HIGHLIGHTS
--------------------------------------------------------------------------------



YEAR ENDED MARCH 31,                                             2006            2005          2004          2003          2002 1
---------------------------------------------------------------------------------------------------------------------------------

PER SHARE OPERATING DATA
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, beginning of period                          $100.00 10          N/A           N/A           N/A           N/A
---------------------------------------------------------------------------------------------------------------------------------
Income (loss) from investment operations:
Net investment loss                                             (2.18) 7,8        N/A           N/A           N/A           N/A
Net realized and unrealized gain                                12.29 7           N/A           N/A           N/A           N/A
                                                              -------------------------------------------------------------------
Total income from investment operations                         10.11 7           N/A           N/A           N/A           N/A
---------------------------------------------------------------------------------------------------------------------------------
Dividends and/or distributions to shareholders:
Distribution from net realized gain                             (0.53) 7          N/A           N/A           N/A           N/A
                                                              -------------------------------------------------------------------
Total dividends and/or distributions to shareholders            (0.53) 7          N/A           N/A           N/A           N/A
---------------------------------------------------------------------------------------------------------------------------------
Net asset value, end of period                                $109.58             N/A           N/A           N/A           N/A
                                                              ===================================================================

---------------------------------------------------------------------------------------------------------------------------------
TOTAL RETURN 2                                                   9.53%           2.14%        11.19%         3.15%         1.24%
---------------------------------------------------------------------------------------------------------------------------------
Incentive allocation/fee 9                                      (0.31)           0.00         (0.35)         0.00          0.00
                                                              -------------------------------------------------------------------
TOTAL RETURN NET OF INCENTIVE ALLOCATION/FEE                     9.22%           2.14%        10.84%         3.15%         1.24%

---------------------------------------------------------------------------------------------------------------------------------
RATIOS/SUPPLEMENTAL DATA 10
---------------------------------------------------------------------------------------------------------------------------------
Net Assets/Members' capital, end of period (in thousands)     $78,296         $80,895       $67,098       $36,615       $25,808
---------------------------------------------------------------------------------------------------------------------------------
Ratios to average net assets/members' capital: 3,5
   Net investment loss 4                                        (2.64)%         (2.25)%       (2.22)%       (2.11)%       (2.45)%
---------------------------------------------------------------------------------------------------------------------------------
Total expenses                                                   2.54%           2.31%         2.28%         2.16%         2.48%
Incentive allocation/fee 9                                       0.28            0.00          0.25          0.00          0.00
                                                              -------------------------------------------------------------------
Total expenses and incentive allocation/fee                      2.82%           2.31%         2.53%         2.16%         2.48%
---------------------------------------------------------------------------------------------------------------------------------
Portfolio turnover rate 6                                          38%             52%           36%           29%            0%


N/A--not applicable. See Note 1 to the Financial Statements related to the July
1, 2005, tax and capital structure conversion.

1. For the period from January 2, 2002 (commencement of operations) to March
31, 2002.

2. Assumes an investment on the last valuation date prior to the first day of
the fiscal period, with all dividends and distributions reinvested in additional
shares on the reinvestment date, and redemption at the net asset value
calculated on the last business day of the fiscal period. Sales charges are not
reflected in total returns. Total returns are not annualized for periods of less
than one full year. Returns do not reflect the deduction of taxes that a
shareholder would pay on Fund distributions or the redemption of Fund shares.

3. Ratios do not reflect the Fund's proportionate share of income and expenses
of the Investment Funds.

4. Excludes impact of incentive allocation/fee.

5. Annualized for periods of less than one year.

6. Represents the lesser of purchases or sales of investments in Investment
Funds divided by the average fair value of investments in Investment Funds.

7. For the period July 1, 2005, conversion of the Fund's tax and capital
structure, to March 31, 2006. See Note 7 to the Financial Statements.

8. Based on average shares outstanding during each period.

9. In conjuction with the Fund's tax and capital structure conversion, the
incentive allocation was converted to an incentive fee effective July 1, 2005.

10. Initial net asset value as of July 1, 2005.

SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.


                 12 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



NOTES TO FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. ORGANIZATION

Oppenheimer Tremont Opportunity Fund, LLC (the "Fund") is organized as a
Delaware limited liability company and registered under the Investment Company
Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end
management investment company. The Fund's investment objective is to seek to
generate consistently absolute returns over various market cycles. The Fund
seeks to achieve this objective by allocating its assets for investment
primarily in private investment partnerships and similar investment vehicles
("Hedge Funds") that are managed by a select group of alternative asset managers
that employ a wide range of specialized investment strategies. The Fund
allocates its assets dynamically among a variety of alternative investment
strategies that each individually offer the potential for attractive investment
returns and are expected to blend together within the Fund's portfolio to limit
the Fund's overall investment exposure to general trends in equity, debt and
other markets.

      OppenheimerFunds, Inc. (the "Adviser"), serves as the investment adviser
of the Fund subject to the ultimate supervision of and subject to any policies
established by the Fund's Board of Directors (the "Board"), pursuant to the
terms of the investment advisory agreement with the Fund (the "Advisory
Agreement"). Pursuant to the Advisory Agreement, the Adviser is responsible for
developing, implementing and supervising the Fund's investment program. The
Adviser is authorized, subject to the approval of the Board, to retain one of
its affiliates to provide any or all of the investment advisory services
required to be provided to the Fund or to assist the Adviser in providing its
services.

      Tremont Partners, Inc. (the "Sub-Adviser"), an affiliate of the Adviser,
has been retained by the Adviser to serve as the Fund's sub-adviser and is
responsible for providing day-to-day investment management services to the Fund,
subject to the supervision of the Adviser.

      The Adviser is wholly-owned by Oppenheimer Acquisition Corp., a holding
company ultimately controlled by Massachusetts Mutual Life Insurance Company.
The Adviser and the Sub-Adviser are registered as investment advisers under the
Investment Advisers Act of 1940, as amended.

      Shares are offered and may be purchased on a monthly basis, or at such
other times as may be determined by the Board based on the net asset value per
share of the Fund. Shares are being offered only to qualified investors that
meet all requirements to invest in the Fund. The Fund's shares are not listed
for trading on a securities exchange.

      The Fund from time to time may offer to repurchase outstanding shares
based on the Fund's net asset value per share pursuant to written tenders from
shareholders. Repurchase offers will be made at such times and on such terms as
may be determined by the Board, in its sole discretion, and generally will be
offered to repurchase at a specified dollar amount of outstanding shares.
Generally, the Fund will offer to repurchase shares four times each year, as of
the last business day of March, June, September and December. A redemption fee
payable to the Fund equal to 1.00% of the value of shares repurchased by the
Fund will apply if the date as of which the shares are to be valued for purposes
of repurchase is less than one year following the date of a shareholder's
initial investment in the Fund. If applicable, the redemption fee will be
deducted before payment of the proceeds of a repurchase. The fee, which is
retained by the Fund, is accounted for as an addition to paid-in capital. The
Fund's Board will establish the amount of shares the Fund will offer to
repurchase. The Fund will generally pay the value of the shares repurchased
approximately 45 days after the value of the shares to be repurchased is
determined. If all shares owned by a shareholder are repurchased, the
shareholder will receive an initial payment equal to 95% of the estimated value
of the shares and the balance due will be determined and paid promptly after
completion of the year-end audit of the Fund.

--------------------------------------------------------------------------------
CONVERSION OF TAX AND CAPITAL STRUCTURES. Effective July 1, 2005, the Fund has
elected to be treated as a corporation for Federal income tax purposes and
intends to qualify as a regulated investment company under the provisions of
Subchapter M under the Internal Revenue Code of 1986, as amended. The new tax
treatment will simplify Fund reporting to investors, allowing tax reports to be
made on IRS Form 1099. Previously, each member received the more complex
Schedule K-1 and was individually required to report its distributive share of
the Fund's taxable income on its own tax return.


                 13 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
1. ORGANIZATION Continued

      The Fund has replaced its capital account structure (allowing net
increases and decreases in the net value of the Fund's assets to be allocated to
a particular investor's individual capital account on a generally pro rata
basis) with a standard corporate-type structure in which shareholders will
participate in the Fund's "general account" on the basis of the number of shares
of the Fund they hold relative to the total number of Fund shares outstanding.
Shareholders were issued Fund shares, at a net asset value per share of $100,
equal in value to their capital accounts on June 30, 2005. Investors will no
longer have individual capital accounts and will refer to their share balances
when calculating the value of an investment in the Fund. The Fund's limited
liability company interests have been redenominated, and are issued and sold, as
"Shares." All previously issued "Interests" have been redenominated as Shares.
Persons who are issued Shares by the Fund, and other persons who acquire Shares
and are admitted to the Fund by its Board, are "Shareholders."

      The Fund has established a program for the automatic reinvestment of
certain annual distributions that the Fund may be required to make. Under the
Fund's program, when a shareholder's distribution is reinvested, additional Fund
shares will be issued to that shareholder in an amount equal in value to the
distribution. Unless the Fund is informed otherwise by notice to the
Administrator, shareholders will be enrolled automatically in the reinvestment
program. Dividends and distributions are taxable to the recipient whether they
are reinvested in shares of the Fund or received as cash.

      In June 2005, the Fund's Board approved the conversion of the Incentive
Allocation to an Incentive Fee. Previously, the Sub-Adviser had been designated
by the Adviser as the special advisory member (the "Special Advisory Member")
and was entitled to receive a performance-based allocation (the "Incentive
Allocation") equal to 10% of net profits, if any, in excess of the preferred
return (the "Preferred Return"). The Preferred Return was an amount determined
by applying an annual percentage rate of 8% to the capital account balance of
each Member as of the beginning of the fiscal period. The Incentive Allocation
applied only to net profits for the applicable fiscal period that exceeded both:
(i) the Preferred Return for the calendar period; and (ii) any balance in a
"Loss Recovery Account," as defined in the Fund's registration statement,
established for each Member. A Special Advisory Account had been established by
the Fund for crediting any Incentive Allocation due to the Special Advisory
Member. The Incentive Allocation was debited from each Member's capital account
and credited to the Special Advisory Account. Generally, the Incentive
Allocation was made as of the end of each calendar year and upon the repurchase
of any Member's Interest (or portion thereof). The Special Advisory Member could
withdraw any Incentive Allocation credited to the Special Advisory Account at
any time following the date on which the Incentive Allocation is made. During
the six months ended June 30, 2005, the Special Advisory Member earned an
Incentive Allocation of $395 and voluntarily waived payment of this amount in
its entirety. By replacing the individual investor capital accounts with a
general Fund account, the manner of calculation of the incentive compensation
will change so that such calculation is made on a Fund-wide basis, rather than
separately for each member's capital account. The Fund will not pay any
additional compensation to the Adviser as a result of the conversion of the
Incentive Allocation to an Incentive Fee. Notwithstanding those technical
modifications in the manner of calculation, the new Incentive Fee is intended to
replicate substantially the payments associated with the former Incentive
Allocation.

      The Board requested, and the Adviser agreed, to limit conversion related
expenses borne by the Fund to no more than 0.15% of the Fund's average annual
net assets for the fiscal year ended March 31, 2006. Actual conversion related
expenses did not exceed this limit during the fiscal year and therefore, no
reimbursement by the Adviser is required.

--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are in conformity with U.S.
generally accepted accounting principles, which require the Adviser to make
estimates and assumptions that affect the reported amounts and disclosures in
the financial statements, including the estimated fair value of investments.
Such policies are consistently followed by the Fund in preparation of its
financial statements. The Adviser believes that the estimates utilized in
preparing the Fund's financial statements are reasonable and prudent; however,
actual results could differ from these estimates.


                 14 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



--------------------------------------------------------------------------------
PORTFOLIO VALUATION. The net asset value of the Fund is computed, generally
monthly, as of the close of business on the following days: (i) the last day of
each fiscal year, (ii) the date preceding the date as of which any shares of the
Fund are purchased, and (iii) any day as of which the Fund repurchases any
shares. The Fund's net asset value is the value of the Fund's assets less its
liabilities divided by the shares outstanding. The net asset value is computed
in accordance with the pricing policies and procedures adopted by the Board.

      The Fund's investments in Hedge Funds are subject to the terms and
conditions of the respective operating agreements and offering memoranda, as
appropriate. The Fund's investments in Hedge Funds are carried at fair value as
determined by the Fund's pro-rata interest in the net assets of each Hedge Fund.
These Hedge Funds value their underlying investments in accordance with policies
established by such Hedge Funds, as described in each of their financial
statements and offering memoranda. All valuations utilize financial information
supplied by each Hedge Fund and are net of management and performance incentive
fees or allocations payable to the Hedge Funds' managers pursuant to the Hedge
Funds' agreements. Where no value is readily available from a Hedge Fund or
where a value supplied by a Hedge Fund is deemed not to be indicative of its
value, the Adviser will determine, in good faith, the fair value of the Hedge
Fund under procedures adopted by the Board and subject to the Board's
supervision. In accordance with the Advisory Agreement, the Adviser values the
Fund's assets based on such reasonably available relevant information as it
considers material. Because of the inherent uncertainty of valuation, the values
of the Fund's investments may differ significantly from the values that would
have been used had a ready market for the investments held by the Fund been
available.

--------------------------------------------------------------------------------
INCOME RECOGNITION AND EXPENSES. Dividend income is recorded on the ex-dividend
date. Income, expenses and realized and unrealized gains and losses are recorded
monthly. The change in an Hedge Fund's net asset value is included in net change
in unrealized appreciation/depreciation on investments on the statement of
operations. Distributions received from Investment Funds, whether in the form of
cash or securities, are applied as a reduction of the Hedge Fund's cost.
Realized gains or losses on withdrawals from Hedge Funds are recognized on a
cost recovery basis.

      The Fund bears all expenses incurred in its business, including, but not
limited to, the following: all costs and expenses related to investment
transactions and positions for the Fund's account; legal fees; accounting and
auditing fees; custodial fees; costs of computing the Fund's net asset value;
costs of insurance; registration expenses; certain offering costs; expenses of
meetings of the Board and Shareholders; all costs with respect to communications
to Shareholders; and other types of expenses as may be approved from time to
time by the Board. Ongoing offering costs are capitalized and amortized to
expense over twelve months on a straight-line basis.

--------------------------------------------------------------------------------
FEDERAL TAXES. The Fund intends to comply with the provisions of the Internal
Revenue Code applicable to regulated investment companies and to distribute
substantially all of its investment company taxable income, including any net
realized gain on investments not offset by capital loss carryforwards, if any,
to shareholders. Therefore, no federal income or excise tax provision is
required.

The tax components of capital shown in the table below represent distribution
requirements the Fund must satisfy under the income tax regulations, losses the
Fund may be able to offset against income and gains realized in future years and
unrealized appreciation and depreciation of securities and other investments for
federal income tax purposes.

                                                                  NET UNREALIZED
                                                                    APPRECIATION
                                                                        BASED ON
                                                          COST OF SECURITIES AND
UNDISTRIBUTED NET   UNDISTRIBUTED                          OTHER INVESTMENTS FOR
INVESTMENT              LONG-TERM      ACCUMULATED LOSS           FEDERAL INCOME
INCOME                       GAIN          CARRYFORWARD             TAX PURPOSES
--------------------------------------------------------------------------------
$30,917                  $130,335                   $--               $8,583,834


                 15 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
2. SIGNIFICANT ACCOUNTING POLICIES Continued

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund. Accordingly, the
following amounts have been reclassified for March 31, 2006. Net assets of the
Fund were unaffected by the reclassifications.

                                                       REDUCTION TO
                                    REDUCTION TO    ACCUMULATED NET
        INCREASE TO                  ACCUMULATED   REALIZED GAIN ON
        PAID-IN CAPITAL      NET INVESTMENT LOSS        INVESTMENTS
        ------------------------------------------------------------
        $6,730,737                    $2,179,041        $(8,909,778)

The tax character of distributions paid during the year ended March 31, 2006
were as follows:

                                                          YEAR ENDED
                                                      MARCH 31, 2006
        ------------------------------------------------------------
        Distributions paid from:
        Long-term capital gain                             $ 449,816
                                                           ---------
        Total                                              $ 449,816
                                                           =========

The primary difference between the book and tax appreciation or depreciation of
Hedge Funds is attributable to adjustments to the tax basis of Hedge Funds based
on allocation of income and distributions from Hedge Funds and the tax
realization of financial statement unrealized gain or loss. In addition, the
cost of Hedge Funds for Federal income tax purposes is adjusted for items of
taxable income allocated to the Fund from the Hedge Funds. The allocated taxable
income is reported to the Fund by each Hedge Fund on Schedule K-1. The aggregate
cost of Hedge Funds and the composition of unrealized appreciation and
depreciation on Hedge Funds for federal income tax purposes as of March 31, 2006
is noted below.

        Federal tax cost of Hedge Funds                  $62,812,189
                                                         ===========

        Gross unrealized appreciation                    $ 8,583,834
        Gross unrealized depreciation                             --
                                                         -----------
        Net unrealized appreciation                      $ 8,583,834
                                                         ===========

--------------------------------------------------------------------------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends and distributions to
shareholders, which are determined in accordance with income tax regulations,
are recorded on the ex-dividend date. Income and capital gain distributions, if
any, are declared and paid annually.

--------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS. Cash and cash equivalents consist of monies invested
in money market funds sponsored by BlackRock Institutional Management
Corporation, an affiliate of PNC Bank, N.A., and are accounted for at net asset
value. Dividends receivable from such funds are included in other assets on the
statement of assets and liabilities. The Fund treats all financial instruments
that mature within three months as cash equivalents.

--------------------------------------------------------------------------------
INDEMNIFICATIONS. The Fund's organizational documents provide current and former
directors and officers with a limited indemnification against liabilities
arising in connection with the performance of their duties to the Fund. In the
normal course of business, the Fund may also enter into contracts that provide
general indemnifications. The Fund's maximum exposure under these arrangements
is unknown as this would be dependent on future claims that may be made against
the Fund. The risk of material loss from such claims is considered remote.


                 16 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



--------------------------------------------------------------------------------
3. MANAGEMENT FEE, INCENTIVE ALLOCATION, RELATED PARTY TRANSACTIONS AND OTHER

The Adviser provides certain management and administrative services to the Fund.
In consideration for such management services, the Fund pays the Adviser a
monthly management fee (the "Management Fee") computed at an annual rate of
1.20% of the Fund's net assets determined as of the last day of the month
(before any repurchases of shares or Incentive Fee). The Adviser pays 50% of its
fee to the Sub-Adviser. In consideration for such administration services, the
Fund pays the Adviser a monthly administration fee (the "Administration Fee")
computed at an annual rate of 0.25% of the Fund's net assets determined as of
the last day of the month (before any repurchases of shares or Incentive Fee and
the Management Fee). For the year ended March 31, 2006, the Management Fee and
Administration Fee incurred by the Fund were $1,015,040 and $211,515,
respectively.

      The Adviser (or an affiliated company of the Adviser that it designates)
is also entitled to receive a performance-based incentive fee equal to 10% of
the net profits (taking into account net realized and unrealized gains or losses
and net investment income or loss), if any, in excess of the "Preferred Return,"
subject to reduction of that excess for prior losses that have not been
previously offset against net profits (the "Incentive Fee"). The reduction for
prior losses not previously offset by subsequent profits establishes what is
typically referred to as a "high water mark". The Incentive Fee will be accrued
monthly and is generally payable annually on December 31. No incentive fee will
be accrued or payable for any period unless losses from prior periods have been
recovered by the Fund. The Adviser is under no obligation to repay any Incentive
Fee previously paid by the Fund to the Adviser, notwithstanding subsequent
losses, but will reverse certain accruals as described below. For purposes of
both the accrual and payment of the Incentive Fee, the Preferred Return is equal
to an annual percentage rate of 8%. The Adviser pays the Sub-Adviser the full
amount of the incentive fee. For the period from July 1, 2005, through December
21, 2005, the Adviser earned an Incentive Fee of $47,824.

      The Fund will calculate and accrue any liability for the Incentive Fee
monthly, based on the Fund's performance. The Fund's net asset value will be
reduced or increased each month to reflect this accrual. An increase in the
Fund's net asset value will occur only as a result of a reversal of any prior
Incentive Fee accruals, if the Fund's current year's cumulative return does not
exceed the Preferred Return. No Incentive Fee will be accrued or payable for any
current period unless losses from prior periods have been recovered by the Fund.
If the Fund has no prior losses, but its performance is negative, the Fund will
track its high water mark or "cumulative losses" in a memorandum account ("Loss
Carryforward Memorandum Account") on a monthly basis, and no Incentive Fee will
be accrued for that month. If the Fund has a net loss for the current calendar
year and has not recovered losses from prior calendar year (i.e. has not
regained its high water mark), there will be no accrual of an Incentive Fee, and
the Fund will add the losses incurred by the Fund to the Loss Carryforward
Memorandum Account. If the Fund has no prior losses, and its performance is
positive for the current calendar year, the Fund will accrue an Incentive Fee
only after the Fund's performance exceeds the Preferred Return. Each time shares
are repurchased in a repurchase offer, the Fund will adjust the amount of any
cumulative loss in proportion to the number of shares repurchased by the Fund,
so that the repurchase of shares has the effect of reducing the amount of
cumulative loss. Corresponding upward adjustments are made when investors
purchase shares, so that the amount of cumulative loss is adjusted upward to
reflect the effect of such new purchases. The Fund has accrued an Incentive Fee
of $179,648 for performance during the period January 1, 2006, through March 31,
2006.

      The value of the Adviser's and Sub-Adviser's share balances at March 31,
2006 were $12,547,947 and $645,993, respectively. The value of the Adviser's and
Sub-Adviser's capital account balances at March 31, 2005 were $11,487,528 and
$591,401, respectively. During the year ended March 31, 2006, the Adviser did
not have any redemptions and the Sub-Adviser withdrew $5,753 from the Special
Advisory Account.

      A majority of the Board is comprised of persons who are independent with
respect to the Fund. Each Board member who is not an employee of the Adviser, or
one of its affiliates, receives an annual retainer. Additionally, these Board
members are reimbursed by the Fund for all reasonable out of pocket expenses.
Any Board member who is an employee of the Adviser, or one of its affiliates,
does not receive an annual fee from the Fund. The Fund has adopted an unfunded
retirement plan for the Fund's independent directors. Benefits are based on
years of service and fees paid to each trustee during the years of service.
During the year ended March 31, 2006, the Fund's projected benefit obligations
were increased


                 17 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
3. MANAGEMENT FEE, INCENTIVE ALLOCATION, RELATED PARTY TRANSACTIONS AND OTHER
Continued

by $1,570 and payments of $0 were made to retired directors, resulting in an
accumulated liability of $1,570 as of March 31, 2006. The Board has adopted a
deferred compensation plan for independent directors that enables directors to
elect to defer receipt of all or a portion of the annual compensation they are
entitled to receive from the Fund. For purposes of determining the amount owed
to the Director under the plan, deferred amounts are treated as though equal
dollar amounts had been invested in shares of other Oppenheimer funds selected
by the Director. The Fund purchases shares of the funds selected for deferral by
the Director in amounts equal to his or her deemed investment, resulting in a
Fund asset equal to the deferred compensation liability. Such assets are
included as a component of "Other" within the asset section of the Statement of
Assets and Liabilities. Deferral of directors' fees under the plan will not
affect the net assets of the Fund, and will not materially affect the Funds
assets, liabilities or net investment income per share. Amounts will be deferred
until distributed in accordance to the Plan.

      PFPC Trust Company (an affiliate of PNC Bank, N.A.) serves as custodian of
the Fund's assets and provides custodial services for the Fund.

      PFPC Inc. ("PFPC") (also an affiliate of PNC Bank, N.A.) serves as
accounting and investor processing agent to the Fund and in that capacity
provides accounting, tax and Shareholder related services. PFPC receives a
monthly fee primarily based upon the average net assets of the Fund, subject to
a minimum monthly fee. Additionally, the Fund reimburses all reasonable out of
pocket expenses incurred by PFPC.

      Under the terms of an investor servicing agreement (the "Investor
Servicing Agreement") between the Fund and OppenheimerFunds Distributor, Inc.
(the "Distributor"), the Distributor is authorized to retain brokers, dealers
and certain financial advisers ("Investor Service Providers") to provide ongoing
investor services and account maintenance services to Shareholders that are
their customers. Under the Investor Servicing Agreement, the Fund pays a fee to
the Distributor to reimburse it for payments made to Investor Service Providers.
This fee is paid quarterly and, with respect to each Investor Service Provider,
shall not exceed the lesser of: (i) 0.50% (on an annualized basis) of the
aggregate value of shares held by investors that receive services from the
Investor Service Provider, determined as of the last day of the calendar quarter
(before any repurchases of shares or Incentive Fee and the Management Fee); or
(ii) the Distributor's actual payments to the Investor Service Provider. The
Distributor is entitled to reimbursement under the Investor Servicing Agreement
for any payments it may make to any affiliated Investor Service Providers. At
March 31, 2006, $94,048 was payable to the Distributor.

--------------------------------------------------------------------------------
4. SHARES OF BENEFICIAL INTEREST

The Fund has authorized an unlimited number of $.001 par value shares of
beneficial interest. Transactions in shares of beneficial interest were as
follows:

                                                PERIOD ENDED MARCH 31, 2006 1,2
                                                  SHARES                 AMOUNT
   -----------------------------------------------------------------------------
   Subscriptions                                  84,623           $  8,752,079
   Dividends and/or distributions reinvested       4,389                449,816
   Redemptions                                  (175,639)           (18,812,253)
                                               ---------------------------------
   Net decrease                                  (86,627)          $ (9,610,358)
                                               =================================

1. For the period from July 1, 2005, effective date of capital structure change,
to March 31, 2006. The Fund had $2,861,987 of Member subscriptions and
$2,983,327 of Member redemptions during the period April 1, 2005 to June 30,
2005.

2. 801,133 shares were issued on July 1, 2005 in connection with the Fund's tax
and capital structure change. See Note 1.

--------------------------------------------------------------------------------
5. INVESTMENTS IN INVESTMENT FUNDS

At March 31, 2006, the Fund had investments in Hedge Funds, none of which were
related parties. The agreements related to investments in Hedge Funds provide
for compensation to the Hedge Funds' managers/general partners in the form of
management fees ranging from 1.0% to 2.0% annually of net assets and performance
incentive fees/allocations ranging from 10% to 25% of net profits earned. The
Hedge Funds provide for periodic redemptions ranging from


                 18 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



monthly to annually with lock up provisions of up to two years from initial
investment. Information related to each Hedge Fund is included on the statement
of investments. At March 31, 2006, the Fund had approximately 7.74% of capital
invested in Hedge Funds with remaining lock-up provisions extending beyond one
year from March 31, 2006.

      For the year ended March 31, 2006, the aggregate cost of purchases and
proceeds from sales of Hedge Funds were $30,305,231 and $47,157,777,
respectively.

--------------------------------------------------------------------------------
6. FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

In the normal course of business, the Hedge Funds in which the Fund invests
trade various financial instruments and enter into various investment activities
with off-balance sheet risk. These activities may include, but are not limited
to, short selling activities, writing option contracts and interest rate, credit
default and total return equity swap contracts. The Fund's risk of loss in these
Hedge Funds is limited to the value of these investments as reported by the
Fund.

--------------------------------------------------------------------------------
7. CREDIT FACILITY

The Fund may borrow money in amounts up to one-third of its total assets
(including the amount borrowed) for investment purposes, to meet repurchase
requests and for cash management purposes. The purchase of securities with
borrowed funds creates leverage in the Fund.

      Effective November 28, 2005, The Fund entered into a Credit Agreement with
The Bank of Novia Scotia which enables it to participate with certain other
Oppenheimer funds in a committed, unsecured credit facility that permits
borrowings of up to $75,000,000, collectively. The borrowings of any single fund
under the credit facility are further limited to 15% of its net assets. Interest
is charged to the Fund, based on its borrowings, at a rate equal to either the
Federal Funds Rate plus 0.75% or LIBOR plus 0.75%, depending on the type of
borrowing. The Fund also pays a commitment fee equal to its pro rata share of
the average unutilized amount of the credit facility at a rate of 0.125% per
annum.

      For the period December 29, 2005 through March 31, 2006 (the "Period"),
the average daily borrowed balance of the Fund was $1,612,903 at an average
daily interest rate of 5.12%. The Fund had no borrowings outstanding at March
31, 2006. Expenses incurred by the Fund with respect to interest on borrowings,
commitment fees and facility start-up costs are disclosed separately, or as
miscellaneous fees, on the Statement of Operations.

--------------------------------------------------------------------------------
8. LITIGATION

A complaint was filed as a putative class action against the Adviser (and other
defendants) in the U.S. District Court for the Southern District of New York on
January 10, 2005 and was amended on March 4, 2005. The complaint alleged, among
other things, that the Adviser charged excessive fees for distribution and other
costs, and that by permitting and/or participating in those actions, the
Directors/Trustees and the Officers of the funds breached their fiduciary duties
to fund shareholders under the Investment Company Act of 1940 and at common law.
The plaintiffs sought unspecified damages, an accounting of all fees paid, and
an award of attorneys' fees and litigation expenses.

      In response to the defendants' motions to dismiss the suit, seven of the
eight counts in the complaint, including the claims against certain of the
Oppenheimer funds, as nominal defendants, and against certain present and former
Directors, Trustees and Officers of the funds, and the Distributor, as
defendants, were dismissed with prejudice, by court order dated March 10, 2006,
and the remaining count against the Adviser was dismissed with prejudice by
court order dated April 5, 2006. The plaintiffs filed an appeal of those
dismissals on May 11, 2006.

      The Adviser believes that it is premature to render any opinion as to the
likelihood of an outcome unfavorable to them, the Funds, the Directors/Trustees
or the Officers on the appeal of the decisions of the district court, and that
no estimate can yet be made with any degree of certainty as to the amount or
range of any potential loss. However, the Adviser believes that the allegations
contained in the complaints are without merit and that there are substantial
grounds to sustain the district court's rulings.


                 19 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC



NOTES TO FINANCIAL STATEMENTS  Continued
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
9. CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

At a meeting held on February 15, 2006, the Board of the Fund appointed KPMG LLP
as the independent registered public accounting firm to the Fund for fiscal year
2007, replacing the firm of Ernst & Young LLP, who were dismissed as the
independent registered public accounting firm to the Fund effective at the
conclusion of the fiscal 2006 audit. This change in the Fund's auditors was
approved by the Fund's audit committee and ratified by the Fund's independent
Directors. During the two most recent fiscal years, the audit reports of Ernst &
Young LLP contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
Further, there were no disagreements between the Fund and Ernst & Young LLP on
accounting principles, financial statement disclosure or audit scope, which if
not resolved to the satisfaction of Ernst & Young LLP would have caused it to
make reference to the disagreements in connection with its reports.

--------------------------------------------------------------------------------
10. SUBSEQUENT EVENTS

Effective April 1, 2006 and May 1, 2006, the Fund received initial and
additional contributions from Shareholders of approximately $800,000 and
$715,098, respectively.


                 20 | OPPENHEIMER TREMONT OPPORTUNITY FUND, LLC





                                   APPENDIX A

----------------------------------------------------------------------------------------------------------------------
                               Sales Load Waivers
----------------------------------------------------------------------------------------------------------------------

In certain cases, the initial sales load that applies to purchases of Interests
may be waived in recognition of the realization of the economies of sales
efforts by OppenheimerFunds Distributor, Inc. ("OFDI"), or by dealers or other
financial institutions that offer Interests to certain classes of investors.

For the purposes of some of the waivers described below and as described in the
prospectus, 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
plans(1) (4) Group Retirement Plans(2) (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 waiver in a
particular case is in the sole discretion of OFDI. These waivers may be amended
or terminated at any time by the Fund, OFDI, and/or OppenheimerFunds, Inc. (the
"Adviser").

Waivers must be requested by the investor and/or the investor's broker or dealer
at the time of purchase.

--------------
1.   An "employee benefit plan" means any plan or arrangement, whether or not it
     is "qualified" under the Internal Revenue Code, under which Shares 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.
2. 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 OFDI and all members of the group participating in (or
who are eligible to participate in) the plan to purchase Shares 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  Shares  through a single  investment
dealer, broker or other financial institution that has made special arrangements
with OFDI enabling those plans to purchase Shares.

-------------------------------------------------------------------------------------------------------------------
                              Waivers of Sales Load
-------------------------------------------------------------------------------------------------------------------

A. Waivers of Sales Load for Certain Purchasers.

Interests purchased by the following investors are not subject to any sales load
(and no commissions to brokers or dealers are paid by OFDI on such purchases):

|_|           The Adviser or its affiliates.
|_|           Present or former officers, directors, trustees and employees (and
              their "immediate families") of the Fund, the Adviser 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 Adviser or
              OFDI for that purpose.
|_|           Dealers or brokers that have a sales agreement with OFDI, 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 OFDI) or with OFDI. The
              purchaser must certify to OFDI 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 advisers that
              have entered into an agreement with OFDI providing specifically
              for the use of Interests in particular investment products made
              available to their clients. Those clients may be charged a
              transaction fee by their dealer, broker, bank or adviser for the
              purchase or sale of Shares.
|_|           Investment advisers and financial planners who have entered into
              an agreement for this purpose with OFDI 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 OFDI for
              those purchases.
|_|           Clients of investment advisers or financial planners (who have
              entered into an agreement for this purpose with OFDI) who buy
              Shares for their own accounts may also purchase Shares without a
              sales load but only if their accounts are linked to a master
              account of their investment adviser or financial planner on the
              books and records of the broker, agent or financial intermediary
              with which OFDI 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
              Advisers 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 adviser (OFDI 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 OFDI.
|_|           Dealers, brokers, banks, or registered investment advisers that
              have entered into an agreement with OFDI to sell Shares to defined
              contribution employee retirement plans for which the dealer,
              broker or investment adviser provides administration services.
|_|           Retirement Plans and deferred compensation plans and trusts used
              to fund those plans (including, for example, plans qualified or
              created under sections 401(a), 401(k), 403(b) or 457 of the
              Internal Revenue Code), in each case if those purchases are made
              through a broker, agent or other financial intermediary that has
              made special arrangements with OFDI for those purchases.

B. Waivers of Sales Load in Certain Transactions.

Shares issued or purchased in the following transactions are not subject to
sales loads (and no commissions to brokers or dealers are paid by OFDI 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 distributions reinvested
              from the Fund.
|_|           Shares purchased through a broker-dealer that has entered into a
              special agreement with OFDI to allow the broker's customers to
              purchase and pay for Interests using the proceeds of shares
              redeemed in the prior 30 days from a mutual fund (other than a
              fund managed by the Adviser or any of its subsidiaries) on which
              an initial sales charge was paid. This waiver must be requested
              when the purchase order is placed for Interests, and OFDI 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 Adviser or an
              affiliate acts as sponsor.











PX0372.0706



----------------------
(1) Generally, in the absence of Regulations requiring it, the Fund will not
treat positions held through different investment Portfolio Accounts or
Underlying Funds as offsetting positions for purposes of the straddle rules.
(2) Under recently enacted legislation, this reduced rate applies beginning in
2006. However, this legislation contains a "sunset" provision that will result
in the top rate being restored to 39.6% in 2011.
(3) Generally, a conversion transaction is one of several enumerated
transactions where substantially all of the taxpayer's return is attributable to
the time value of the net investment in the transaction. The enumerated
transactions are (i) the holding of any property (whether or not actively traded)
and entering into a contract to sell such property (or substantially identical
property) at a price determined in accordance with such contract, but only if
such property was acquired and such contract was entered into on a substantially
contemporaneous basis, (ii) certain straddles, (iii) generally any other
transaction that is marketed or sold on the basis that it would have the
economic characteristics of a loan but the interest-like return would be taxed
as capital gain or (iv) any other transaction specified in Regulations.
(4) The Fund will not generally be in a position to furnish to Shareholders
information regarding the securities positions of its Underlying Funds which
would permit a Member to determine whether its transactions in securities, which
are also held by such Underlying Funds, should be treated as offsetting
positions for purposes of the straddle rules.
(5) However, Section 67(e) of the Code provides that, in the case of a trust or
an estate, such limitation does not apply to deductions or costs which are paid
or incurred in connection with the administration of the estate or trust and
would not have been incurred if the property were not held in such trust or
estate. There is a disagreement between two Federal Courts of Appeal on the
question of whether the investment advisory fees incurred by a trust are exempt
(under Section 67(e)) from the 2% of adjusted gross income floor on
deductibility. Shareholders that are trusts or estates should consult their tax
advisers as to the applicability of these cases to the investment expenses that
are allocated to them.
(6) Under recently enacted legislation, the latter limitation on itemized
deductions will be reduced starting in calendar year 2006 and will be completely
eliminated by 2010. However, this legislation contains a "sunset" provision that
will result in the limitation on itemized deductions being restored in 2011.
(7) With certain exceptions, tax-exempt organizations which are private
foundations are subject to a 2% Federal excise tax on their "net investment
income." The rate of the excise tax for any taxable year may be reduced to 1% if
the private foundation meets certain distribution requirements for the taxable
year. A private foundation will be required to make payments of estimated tax
with respect to this excise tax.
(8) Moreover, income realized from option writing and futures contract
transactions generally would not constitute UBTI.
(9) The calculation of a particular exempt organization's UBTI would also be
affected if it incurs indebtedness to finance its investment in the Fund. An
exempt organization is required to make estimated tax payments with respect to
its UBTI.
(10) Certain exempt organizations which realize UBTI in a taxable year will not
constitute "qualified organizations" for purposes of Section 514(c)(9)(B)(vi)(I)
of the Code, pursuant to which, in limited circumstances, income from certain
real estate partnerships in which such organizations invest might be treated as
exempt from UBTI. A prospective tax-exempt Member should consult its tax adviser
in this regard.
(11) New York State (but not New York City) generally exempts from corporate
franchise tax a non-New York corporation which (i) does not actually or
constructively own a 1% or greater limited partnership interest in a partnership
doing business in New York and (ii) has a tax basis in such limited partnership
interest not greater than $1 million.