As filed with the Securities and Exchange Commission on September 22, 2003

                                                      1933 Act File No. 333-89784
                                                      1940 Act File No. 811-21110

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM N-2
                        (Check appropriate box or boxes)

[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
            [   ] Pre-Effective Amendment No. __
            [X] Post-Effective Amendment No. 4
                                     and/or
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
            [ X] Amendment No. 6

                     OFI TREMONT CORE DIVERSIFIED HEDGE FUND
                 (Exact Name of Registrant Specified in Charter)

                     498 Seventh Avenue, New York, NY 10018
   (Address of Principal Executive Offices) (Number, Street, City, State, Zip
                                      Code)

                                 1-800-858-9826
              (Registrant's Telephone Number, Including Area Code)

                             Katherine P. Feld, Esq.
                             OppenheimerFunds, Inc.
                     498 Seventh Avenue, New York, NY 10018
    (Name and Address (Number, Street, State, Zip Code) of Agent for Service)

Approximate Date of Proposed Public Offering:  As soon as practicable after
the effective date of this Registration Statement

If any securities being registered on this form will be offered on a delayed or
continuous basis in reliance on Rule 415 under the Securities Act of 1933,
other than securities offered in connection with a dividend reinvestment plan,
check the following box [X]

It is proposed that this filing will become effective (check applicable box):
[X] when declared effective pursuant to section 8(c), or as follows:
(the following boxes are included on the basis that the Registrant makes
repurchase offers under Rule 23c-3 under the Investment Company Act of 1940 and
is making this filing in accordance with Rule 486 under the Securities Act of
1933)
[    ] immediately upon filing pursuant to paragraph (b)
[    ] on ______________ pursuant to paragraph (b)
[    ] 60 days after filing pursuant to paragraph (a)
[    ] on _____________ pursuant to paragraph (a) of Rule 486.
[ ]  This  post-effective  amendment  designates  a  new  effective  date  for  a
previously-filed registration statement.

[ ] This  form  is  filed  to  register  additional  securities  for an  offering
pursuant  to  Rule  462(b)  under  the  Securities  Act and  the  Securities  Act
registration  statement number of the earlier  effective  registration  statement
for the same offering is 333-89784.








                                    FORM N-2

                     OFI TREMONT CORE DIVERSIFIED HEDGE FUND


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act of 1933  and the
Investment   Company  Act  of  1940,   the   Registrant   has  duly  caused  this
registration  statement to be signed on its behalf by the undersigned,  thereunto
duly  authorized,  in the City of New York,  and  State of New York,  on the 22nd
day of September, 2003.

                     OFI TREMONT CORE DIVERSIFIED HEDGE FUND

                             By: /s/ John V. Murphy
                           ---------------------------
                              Name: John V. Murphy
                                Title: President

         Pursuant  to   requirements   of  the  Securities  Act  of  1933,   this
registration   statement  has  been  signed  by  the  following  persons  in  the
capacities indicated.

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

/s/ John V. Murphy *                      President,
-------------------------------------      Principal Executive
John V. Murphy                 Officer, Trustee                 September 22,
2003


/s/ Ronald J. Abdow *
-------------------------------------      Trustee
 September 22, 2003
Ronald J. Abdow


/s/ Eustis Walcott
------------------------------------
Trustee                                September 22, 2003
Eustis Walcott


/s/ Joseph M. Wikler*
-------------------------------------         Trustee
                  September 22, 2003
 Joseph M. Wiker


/s/ Peter I. Wold *                    Trustee
September 22, 2003
-------------------------------------
Peter I. Wold


/s/ Brian W. Wixted*                   Treasurer &
September 22, 2003
-------------------------------------      Principal Accounting
Brian W. Wixted                            Officer


* By: /s/ Robert G. Zack
      ------------------
   Robert G. Zack, Attorney-In-Fact





(OppenheimerFunds logo)

OFI Tremont Core Diversified Hedge Fund

------------------------------------------------------------------------------
Prospectus dated September 26, 2003

------------------------------------------------------------------------------
OFI  Tremont  Core  Diversified  Hedge  Fund  seeks to  generate  consistently
absolute  returns over various market  cycles.  The Fund seeks to achieve this
objective  by  investing  primarily  in private  investment  partnerships  and
similar investment  vehicles that are managed by a select group of alternative
asset managers  employing a wide range of specialized  investment  strategies.
This  investment  process is often  referred to as a  multi-manager  or "hedge
fund of  funds"  approach.  OFI  Institutional  Asset  Management,  Inc.  (the
"Adviser")  is the Fund's  investment  adviser.  Tremont  Partners,  Inc. (the
"Investment  Manager"),  an affiliate of the Adviser, is the Fund's investment
manager.                                                    (continued      on
next page)


Investing in the Fund's shares of beneficial  interest  ("shares")  involves a
high degree of risk.  See "MAIN RISKS OF INVESTING  IN THE FUND"  beginning on
page 7.

            Neither  the  Securities  and  Exchange  Commission  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.


OppenheimerFunds   Distributor,   Inc.   (the   "Distributor")   acts  as  the
distributor of the Fund's 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"  that  are
exempt  from  Federal   income  tax.   See   "Investor   Qualifications."   In
addition,  the Adviser may pay up to 20% of its  management fee to brokers and
dealers  for  providing   administrative  services  (See  "Investor  Servicing
Arrangements").
                             --------------------
                      OppenheimerFunds Distributor, Inc.



(continued from previous page)

            INVESTMENT PROGRAM.  The Fund will pursue its investment objective
by  investing  primarily  in  private  investment   partnerships  and  similar
investment vehicles  ("Portfolio Funds") that are managed by a select group of
alternative asset managers ("Portfolio  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 Portfolio 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  Portfolio
Managers that pursue  directional  strategies,  the Fund's Investment  Manager
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.  Portfolio
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,
Portfolio  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  Portfolio  Funds,  the Fund may on  occasion  retain a
Portfolio  Manager to manage a  designated  portion  of the  Fund's  assets in
accordance  with the Portfolio  Manager's  specialized  investment  style.  In
that  event,  the Fund may  invest  directly  in  securities  selected  by the
Portfolio   Manager.   The  Fund's   Investment   Manager  will  have  primary
responsibility  for selecting  Portfolio  Managers and determining the portion
of the  Fund's  assets to be  allocated  to each  Portfolio  Manager.  It will
consider  various criteria in selecting  Portfolio  Managers,  including:  the
historical  investment  performance of the Portfolio  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  Portfolio  Manager's  organization;  and  whether  key  personnel  of the
Portfolio  Manager have  substantial  investments  in the Portfolio  Manager's
investment program.


            INVESTMENT  ADVISER.  OFI  Institutional  Asset  Management,  Inc.
(the  "Adviser")  serves as the Fund's  investment  adviser.  The Adviser is a
wholly-owned  subsidiary of  OppenheimerFunds,  Inc. ("OFI"). OFI has operated
as  an   investment   adviser  since  January   1960.   OFI   (including   its
subsidiaries)  managed  more than $130  billion of assets as of June 30, 2003.
OFI's clients  include the  Oppenheimer  mutual funds with more than 5 million
shareholder accounts.

            INVESTMENT  MANAGER.   Tremont  Partners,  Inc.  (the  "Investment
Manager"),  an affiliate of the Adviser,  serves as the Fund's sub-adviser and
provides  day-to-day  investment  management  services to the Fund, subject to
the general  supervision of the Adviser.  Since 1984,  the Investment  Manager
and  its  affiliates  have  provided  alternative  investment  solutions  to a
diverse client base,  including  financial  institutions,  mutual funds, other
investment  companies,  investment  managers,  ERISA plans, and high net worth
individuals.

            RESTRICTIONS  ON TRANSFER.  With very limited  exceptions,  shares
of the Fund are not  transferable  and liquidity will be provided only through
repurchase  offers  which  may be  made  from  time  to  time  by the  Fund as
determined  by the Board of  Trustees  of the Fund (the  "Board")  in its sole
discretion.  See "Repurchases of Shares and Transfers."

            REPURCHASES  OF SHARES.  To provide a limited  degree of liquidity
to  investors,  the  Fund  from  time to time  may  offer  to  repurchase  its
outstanding  shares  pursuant  to  written  tenders by  investors.  Repurchase
offers  will be made at such times and on such terms as may be  determined  by
the Board in its sole  discretion.  The Adviser expects that it will recommend
to the Board  that the Fund  offer to  repurchase  shares as of  December  31,
2003,  and  thereafter,  four times each year,  as of the last business day of
March,  June,  September and December.  A redemption fee 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.  See
"Repurchases of  Shares and Transfers."

            MANAGEMENT  FEE.  The Fund will pay the Adviser a monthly fee (the
"Management  Fee") computed at the annual rate of 1.50% of the aggregate value
of  outstanding  shares  determined  as of the  last  day of  the  month.  The
Adviser  pays a  monthly  fee to the  Investment  Manager  equal to 50% of the
amount  of the  management  fee  earned  by the  Adviser  under  the  Advisory
Agreement.  This fee is  payable  by the  Adviser  and not the Fund.  See "How
the Fund is Managed - Advisory Fees."

            INVESTOR   QUALIFICATIONS.   Shares  are  being  offered  only  to
investors  that (i) represent that they are companies  (other than  investment
companies)  that have a net worth of more  than  $1,500,000  or that they meet
certain  other  qualification   requirements  ("Qualified  Investors"),   (ii)
represent  that they are U.S.  persons for Federal  income tax  purposes,  and
(iii) are exempt from  Federal  income tax.  See "About Your  Account - How to
Buy Shares - Investor  Qualifications."  The minimum initial investment in the
Fund by any investor is $1,000,000  and the minimum  additional  investment in
the Fund by any  investor is  $100,000.  Investors  generally  must hold their
shares through the  Distributor or through a broker or dealer that has entered
into a selling agreement with the Distributor.

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

            This  prospectus   concisely   provides  the  information  that  a
prospective  investor should know about the Fund before  investing.  Investors
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 September 26, 2003, has been filed with
the  Securities  and Exchange  Commission.  The SAI is available  upon request
and  without  charge by writing  the Fund at the  address  above or by calling
(800)  858-9826.  The SAI is incorporated by reference into this prospectus in
its  entirety.  The table of  contents  of the SAI appears on page ___ 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.

            An investment  in the Fund is not a deposit or  obligation  of, or
guaranteed or endorsed by, any bank or other insured  depository  institution,
and is not insured by the Federal Deposit Insurance  Corporation,  the Federal
Reserve Board or any other government agency.

            You  should  rely  only  on  the  information  contained  in  this
prospectus.  The Fund has not authorized  anyone to provide you with different
information.  The Fund is not  making an offer of shares in any state or other
jurisdiction where the offer is not permitted.










































TABLE OF CONTENTS

A B O U T  T H E  F U ND

Fees and Expenses of the Fund
A Brief Overview of the Fund
Main Risks of Investing in the Fund
      Investment-Related Risks
      Special Investment Instruments and Techniques
      General Risks
      Special Risks of Multi-Manager Structure
The Fund and Its Investments
Other Investment Strategies
How the Fund is Managed

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

How to Buy Shares
      Investor Qualifications
      Distribution Arrangements
o     General Terms
o     Purchase Terms
o     Calculation of Net Asset Value
Repurchases of Shares
      No Right of Redemption
      Repurchases of Shares
      Repurchase Procedures
      Mandatory Redemption by the Fund
Dividends, Capital Gains and Taxes
Additional Information About the Fund
Table of Contents of the Statement of Additional Information
Appendix A:  Investor Certification






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

Fees and Expenses of the Fund

The Fund pays a variety of expenses directly for management of its assets,
administration, and other services.  All shareholders therefore pay those
expenses indirectly.  You may also pay an Early Repurchase Fee if your shares
are repurchased by the Fund less than one year after the date of your initial
investment.  The following tables are provided to help you understand the
fees and expenses you may bear directly (shareholder transaction expenses) or
indirectly (annual fund operating expenses) if you buy and hold shares of the
Fund.

Shareholder Transaction Expenses

              ------------------------------------------------
                                                     Shares
              ------------------------------------------------
              ------------------------------------------------
              Sales Charge (Load) on purchases        None
              ------------------------------------
              (as % of offering price)
              ------------------------------------------------
              ------------------------------------------------
              Dividend Reinvestment Fees              None
              ------------------------------------------------
              ------------------------------------------------
              Early Repurchase Fee (as percentage
              of value of shares  repurchased)       1.00%
              (applies to repurchases less than
              one year after date of initial
              investment)

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


Annual Fund Operating Expenses (deducted from Fund assets):
(computed at the annual rate  indicated of the aggregate  value of outstanding
shares determined as of the last day of the month)

   Management Fee...........................................  1.50% (1)
   Other expenses...................................................0.96% (2)
   Total annual operating expenses................................................. 2.46% (3)
1.    OFI Institutional  Asset Management,  Inc., as the Fund's Adviser,  will
      use a  portion  of  its  management  fee  (not  to  exceed  20%  of  its
      management  fee)  to  pay  qualifying  brokers,  dealers  and  financial
      advisers  for  providing   administrative   services  to  their  clients
      invested in the Fund.   See "Investor Servicing Arrangements, " below.

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,  and preparing  various
      reports,   communications   and  regulatory  filings  of  the  Fund.  In
      consideration for those administrative  services,  the Fund will pay the
      Adviser  a  monthly  fee  computed  at the  annual  rate of 0.15% of the
      aggregate value of outstanding  shares  determined as of the last day of
      each calendar  month (the  "Administration  Fee").  See  "Administrative
      Services," below.


      Does not  include  ongoing  offering  costs  (which are not  expected to
      exceed 1% of net  assets  annually)  which will be charged to capital as
      incurred.

3.    The "Other Expenses" in the table are based on, among other things,  the
      fees the Fund would pay if the  Adviser had not  voluntarily  undertaken
      that the  Fund's  total  expenses  will not  exceed  1.75% of the Fund's
      average  daily net  assets.  The  Adviser  may  terminate  or amend this
      undertaking  at any time  without  notice  to  shareholders.  After  the
      waiver,   "Other   Expenses"  are  0.25%  and  "Total  Annual  Operating
      Expenses"  are  1.75% as a  percentage  of  average  daily  net  assets.
      Investors  will also  indirectly  bear  expenses at the  Portfolio  Fund
      level.   Portfolio  Managers  typically  charge  Portfolio  Funds  a  1%
      management  fee on average annual net assets,  plus a  performance-based
      fee  typically  equal to 20% of net profits that exceed both a specified
      rate of return and any  balance  in a loss  recovery  account,  although
      actual fees may differ.

      Expenses may vary in future years. "Other Expenses" consist of transfer
      agent fees, custodial expenses, and accounting and legal expenses among
      others.

EXAMPLES.  These examples are intended to help you understand the cost of
investing in the Fund. The examples assume that you invest $1,000 in shares
of the Fund for the time periods indicated and reinvest your dividends and
distributions.

      The first example assumes that you keep your shares.  The second
example assumes that your shares are repurchased by the Fund at the end of
those periods.  Both examples also assume that your investment has a 5%
return each year and that operating expenses remain the same as the expenses
in the Annual Fund Operating Expense table above. Based on these assumptions
your expenses would be as follows:

-----------------------------------------------------
Assuming you do not
tender shares for           1 Year        3 Years
repurchase by the Fund:
-----------------------------------------------------
-----------------------------------------------------
                             $25            $77
-----------------------------------------------------

-----------------------------------------------------
Assuming you tender
your shares for
repurchase by the           1 Year        3 Years
Fund:
-----------------------------------------------------
-----------------------------------------------------
                             $35            $77
-----------------------------------------------------

EXAMPLES.  These examples are intended to help you understand the cost of
investing in the Fund. The examples assume that you invest $1,000,000 in
shares of the Fund for the time periods indicated and reinvest your dividends
and distributions.

      The first example assumes that you keep your shares.  The second
example assumes that your shares are repurchased by the Fund at the end of
those periods.  Both examples also assume that your investment has a 5%
return each year and that operating expenses remain the same as the expenses
in the Annual Fund Operating Expense table above. Based on these assumptions
your expenses would be as follows:

-----------------------------------------------------
Assuming you do not
tender shares for           1 Year        3 Years
repurchase by the Fund:
-----------------------------------------------------
-----------------------------------------------------
                           $24,912        $76,652
-----------------------------------------------------

-----------------------------------------------------
Assuming you tender
your shares for
repurchase by the           1 Year        3 Years
Fund:
-----------------------------------------------------
-----------------------------------------------------
                           $35,166        $76,652
-----------------------------------------------------


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

A Brief Overview of the Fund

------------------------------------------------------------------------------
This section summarizes  information that is discussed in more detail later in
this  Prospectus.  You should  carefully  read the more detailed  information.
For a detailed  discussion of risks of investing in the Fund,  please refer to
"Main Risks of Investing in the Fund," on page 7
------------------------------------------------------------------------------

What is the Fund?  The Fund is a closed-end, management investment company,
organized as a Massachusetts business trust on May 24, 2002 .  The Fund is
non-diversified. That means that under the Investment Company Act of 1940, as
amended (the "Investment Company Act"), the Fund is not limited in the amount
of assets that it may invest in any single issuer of securities.  However,
the Fund intends to diversify its assets to the extent required under the
Internal Revenue Code so that it can qualify as a "regulated investment
company" for Federal tax purposes.  See "Dividends, Capital Gains and Taxes."

What is the Fund's Investment Objective?  The Fund seeks to generate
consistently absolute returns over various market cycles.

What  does the Fund  Invest  In?  The Fund  seeks to  achieve  its  investment
objective  by  allocating  its assets for  investment  among a select group of
alternative asset managers  ("Portfolio  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
Investment  Manager is  primarily  responsible  for  selecting  the  Portfolio
Managers and  determining  the portion of the Fund's assets to be allocated to
each Portfolio Manager,  subject to the general supervision of the Adviser and
the  Fund's  Board of  Trustees.  The Fund  will  implement  these  allocation
decisions  by  investing  primarily  in private  investment  partnerships  and
similar   investment   vehicles   that  are  managed  by  Portfolio   Managers
("Portfolio Funds").

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

The  investment  programs of the  Portfolio  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.  Distressed  investments  entail a greater  risk
that the issuer may  default on its  obligation  to pay  interest  or to repay
principal than in the case of investment  grade  securities,  and the issuer's
low creditworthiness  may increase the potential for its insolvency.  Although
some  Portfolio   Managers  may  pursue   strategies  that  historically  have
exhibited low  correlation  to traditional  equity  markets,  other  Portfolio
Managers may pursue  directional  strategies.  In allocating the Fund's assets
among Portfolio  Managers that pursue directional  strategies,  the Investment
Manager 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 Portfolio  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.  Portfolio  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  Portfolio  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.


Portfolio 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.  Portfolio 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.

What are the Main  Risks of  Investing  in the Fund?  The Fund is subject to a
number of  investment  risks,  described  in "Main Risks of  Investing  in the
Fund,"  below.  In  addition,  shares of the Fund are  subject to  substantial
restrictions  on transfer and have  limited  liquidity.  As a result,  you may
not be able to sell your Fund shares when you want to (for  example,  in times
of adverse  market  conditions)  in order to realize any  unrealized  gains or
losses on your Fund shares.  You should  consider an investment in the Fund to
be illiquid.

The Fund is a  non-diversified  fund and invests in  Portfolio  Funds that may
not have  diversified  investment  portfolios.  Investors  will  bear fees and
expenses  at the Fund  level  and also  indirectly  at the  Portfolio  Fund or
Portfolio  Account  level.  Fees and  expenses of the  Portfolio  Funds may be
duplicative  of fees  and  expenses  assessed  by the  Fund.  Portfolio  Funds
generally will not be registered as investment  companies under the Investment
Company  Act.  The  Investment   Manager  may  have  little  or  no  means  of
independently  verifying information provided by Portfolio Managers.  The Fund
may receive  securities  that are illiquid or difficult to value in connection
with withdrawals and distributions from Portfolio Funds.


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 of any  Portfolio  Manager  will  be  successful,  that  the  various
Portfolio  Managers  selected will produce  positive  returns or that the Fund
will achieve its investment objective.


Who is the Fund  Designed  For?  The Fund is designed for  investors  that are
exempt from Federal income tax that seek  consistently  absolute  returns over
various market cycles. 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 Portfolio  Managers  and invests in  Portfolio  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
and risks relating to the limited liquidity of shares.

Prospective  investors  should consider the risks and other factors  described
below  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 statement of
additional  information  of the Fund (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.

How Can an Investor Buy Shares?  The  Distributor  acts as the  distributor of
the Fund's  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.  Investors may purchase  shares  directly  through the  Distributor.
Alternatively,  shares may be purchased  through  brokers or dealers that have
entered into selling  agreements with the  Distributor.  The Distributor is an
affiliate of the Adviser and the Investment Manager.


Shares are being  offered in an initial  offering.  Subsequent  to the initial
offering,  shares will be offered and may be purchased on a monthly basis,  or
at such other times as may be determined by the Board.

Share certificates are not available for shares of the Fund.

All investor  funds for the  purchase of shares will be deposited  promptly in
an escrow  account  maintained by Citibank,  N.A.,  as escrow  agent,  for the
benefit of the  investors.  Funds held in the escrow  account  may be invested
in high quality, short-term investments,  and any interest earned on the funds
will be paid to  investors  on the date shares are issued.  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.  If  payment is not timely
received,  the  investment  will  be made at the  beginning  of the  following
month,  provided  that the  investor  certification  described  below has been
received by the Distributor.

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  Fund's  Declaration  of  Trust.  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.  If the investor's  order is rejected,
all monies  submitted  by the  investor  for the  purchase  of shares  will be
promptly refunded to the investor.


How Do the Fund's Repurchase Offers Provide  Liquidity?  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 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 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 the
shareholders'  initial  investment in the Fund. If applicable,  the redemption
fee will be deducted before payment of the proceeds of a repurchase.

In determining  whether the Fund should  repurchase shares pursuant to written
tenders,  the Board will  consider the  recommendations  of the  Adviser.  The
Adviser  expects  that it will  recommend  to the Board that the Fund offer to
repurchase  shares as of December 31, 2003,  and  thereafter,  four times each
year,  as of the last  business day of March,  June,  September  and December.
.

Who  Manages  the  Fund?  OFI  Institutional   Asset  Management,   Inc.  (the
"Adviser"),  a  wholly-owned  subsidiary  of  OppenheimerFunds,  Inc.,  is the
Fund's   investment   adviser.   Tremont   Partners,   Inc.  (the  "Investment
Manager"),  an  affiliate of the Adviser,  is the Fund's  investment  manager.
The Investment Manager provides day-to-day  investment  management services to
the Fund, including the selection of Portfolio Managers.

Main Risks of Investing in the Fund

All investments carry risks to some degree. 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 Portfolio Managers
and invests in Portfolio 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 other types of  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.

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 Portfolio  Funds
and Portfolio  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  forwards,   futures  and  other   derivative
contracts  in which a Portfolio  Fund's or Portfolio  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.  Portfolio Funds and Portfolio  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 Investment Manager
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 Portfolio Managers' styles of investing:

           Equity Securities.  Portfolio 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.  Portfolio Managers also
may invest in depository receipts relating to non-U.S.  securities,  which are
subject to the risks affecting  investments in foreign issuers discussed under
"Non-U.S.  Investments,"'  below. Issuers of un-sponsored  Depository Receipts
are not obligated to disclose material  information in the United States,  and
therefore,  there may be less  information  available  regarding such 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.

      Fixed-Income  Securities.  The value of fixed-income securities in which
Portfolio  Funds and  Portfolio  Accounts  invest  will  change in response to
fluctuations  in  interest  rates.  For  fixed-rate  debt   securities,   when
prevailing  interest rates fall, the values of already-issued  debt securities
generally  rise. When interest rates rise, the values of  already-issued  debt
securities  generally  fall,  and they may sell at a discount  from their face
amount.  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  Portfolio   Funds  and
Portfolio  Accounts  will  invest in  securities  of  non-U.S.  companies  and
countries.   Foreign   obligations  have  risks  not  typically   involved  in
domestic  investments.  Foreign investing can result in higher transaction and
operating  costs for the Fund.  Foreign  issuers  are not  subject to the same
accounting and disclosure  requirements to which U.S.  issuers are subject 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.  The value of foreign  investments  may be affected by exchange
control  regulations;  fluctuations in the rate of exchange between currencies
and costs associated with currency  conversions;  the potential  difficulty in
repatriating  funds;  expropriation or  nationalization of a company's assets;
delays in  settlement of  transactions;  changes in  governmental  economic or
monetary  policies  in the U.S. or abroad;  or other  political  and  economic
factors.

            Securities of issuers in emerging and developing  markets  present
risks  not  found  in  securities  of  issuers  in  more  developed   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.

      Illiquid Portfolio  Investments.  Portfolio Funds and Portfolio 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 Portfolio  Fund or  Portfolio
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   Portfolio   Managers  may  utilize  a  variety  of  special   investment
instruments  and  techniques to hedge the  portfolios  of the Portfolio  Funds
against  various  risks  (such as changes in interest  rates or other  factors
that  affect  security  values)  or  for  non-hedging  purposes  to  pursue  a
Portfolio  Fund's  or  Portfolio   Account's   investment   objective.   These
strategies may be executed  through  derivative  transactions.  Certain of the
special investment  instruments and techniques that the Portfolio 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
Portfolio Funds or Portfolio  Accounts in the future that cannot be determined
at this  time or until  such  instruments  are  developed  or  invested  in by
Portfolio  Funds or  Portfolio  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 its short sales price plus the premium received for
writing the put  option,  and gives up the  opportunity  for gain on the short
position if the underlying  security's price falls 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 Portfolio  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 Portfolio  Managers to hedge against
a change  or event at a price  sufficient  to  protect a  Portfolio  Fund's or
Portfolio  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  a
Portfolio  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  Portfolio  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  Portfolio  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 Portfolio  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  Portfolio
Funds or Portfolio 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 members of
"exchange  based"  markets.  To the  extent  a  Portfolio  Fund  or  Portfolio
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  a  Portfolio  Fund  or
Portfolio  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  Portfolio  Fund or Portfolio
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 a Portfolio Fund or Portfolio  Account has  concentrated
its  transactions  with a single or small group of  counterparties.  Portfolio
Funds  and  Portfolio  Accounts  are not  restricted  from  dealing  with  any
particular   counterparty   or  from   concentrating   any  or  all  of  their
transactions  with one counterparty.  However,  the Investment  Manager,  with
the intent to diversify,  intends to monitor  counterparty  credit exposure of
Portfolio  Funds and Portfolio  Accounts.  The ability of Portfolio  Funds and
Portfolio   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.  Portfolio  Funds generally are also permitted to borrow
money.  The Fund,  Portfolio  Funds and  Portfolio  Accounts  may  directly or
indirectly  borrow  funds  from  brokerage  firms  and  banks.  Borrowing  for
investment  purposes is known as  "leverage."  Portfolio  Funds and  Portfolio
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 a Portfolio Fund or Portfolio
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,  Portfolio  Managers or
Portfolio  Funds borrow  funds,  the rates at which they can borrow may affect
the operating  results of the Fund.  Any borrowings by the Fund for investment
purposes will be made solely for Portfolio Accounts.

            In general,  the anticipated use of short-term  margin  borrowings
by  Portfolio  Funds and  Portfolio  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
Portfolio  Funds or Portfolio Funds have borrowed  increase their  maintenance
margin  requirements  (i.e.,  reduce the  percentage of a position that can be
financed),  then the Portfolio Funds or Portfolio 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 a Portfolio  Fund or  Portfolio  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  Portfolio  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.

            Portfolio  Funds and  Portfolio  Accounts  may also  effect  short
sales "against the box." These  transactions  involve selling short securities
that are owned (or that a Portfolio  Fund or  Portfolio  Account has the right
to obtain).  When a Portfolio  Fund or Portfolio  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.  Portfolio Funds and Portfolio  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  Portfolio  Funds  may  be  newly
formed  entities  that  have  no  operating  histories.  In  such  cases,  the
Investment  Manager will have  evaluated the past  investment  performance  of
Portfolio  Managers  or  their  personnel.   However,   this  past  investment
performance  may not be indicative of the future results of an investment in a
Portfolio  Fund  managed  by a  Portfolio  Manager.  Although  the  Investment
Manager,  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  Investment  Manager's  assessments of Portfolio  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  "non-diversified"   under  the
Investment  Company Act. That means that the Fund can invest in the securities
of a single issuer without limit.  This policy gives the Fund more flexibility
to invest in the  obligations of a single borrower or issuer than if it were a
"diversified"  fund.  However,  the Fund intends to diversify its  investments
so that  it  will  qualify  as a  "regulated  investment  company"  under  the
Internal  Revenue Code (although it reserves the right not to qualify).  Under
that  requirement,  with  respect  to 50% of its  total  assets,  the Fund may
invest  up to 25% of its  assets  in the  securities  of any one  borrower  or
issuer.  To the extent the Fund invests a relatively  high  percentage  of its
assets in the  obligations  of a single issuer or a limited number of issuers,
the Fund is  subject  to  additional  risk of loss if those  obligations  lose
market  value or the  borrower  or issuer of those  obligations  defaults.  To
address  this  risk,  not  more  than 10% of the  Fund's  net  assets  will be
allocated to any one Portfolio Manager.

      Industry  Concentration  Risk.  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,  Portfolio
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.

      The Fund  will not  invest in a  Portfolio  Fund if, as a result of such
investment,  25% or more of the  value  of the  Fund's  total  assets  will be
invested in Portfolio Funds that, in the aggregate,  have investment  programs
that focus on investing in any single industry.  Nevertheless,  it is possible
that, at any given time,  the assets of Portfolio  Funds in which the Fund has
invested   will,  in  the  aggregate,   be  invested  in  a  single   industry
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  Portfolio  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.  Portfolio Funds
are not generally  required to provide  current  information  regarding  their
investments to their  investors  (including the Fund).  Thus, the Fund and the
Investment  Manager may not be able to  determine at any given time whether or
the extent to which Portfolio  Funds,  in the aggregate,  have invested 25% or
more of their combined assets in any particular industry.

      If the Fund engages a Portfolio  Manager to manage a Portfolio  Account,
then the Fund shall be  required to look  through to the assets of  Affiliated
Portfolio  Funds in  determining  compliance  with the industry  concentration
policy.

      Limited  Liquidity;  In-Kind  Distributions.  An  investment in the Fund
provides  limited  liquidity  since  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  Investment  Manager  would  otherwise
liquidate these holdings,  potentially  resulting in losses,  and may increase
the Fund's portfolio  turnover.  The Adviser and the Investment Manager 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 all shares (or a portion of 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 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  shares are
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  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 the  shareholder's  initial  investment  in the
Fund.

            The Fund expects to distribute  cash to the holders of shares that
are  purchased.  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,  either the Fund's
interests  in  Portfolio  Funds  or  securities  held by the  Portfolio  Funds
(valued in accordance with the Fund's  valuation  policies) in connection with
the repurchase of shares by the Fund. Any such  distributions  will be made on
the  same  basis  to  all  shareholders  in  connection  with  any  particular
repurchase  offer. 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,  such as
the  Fund's  interests  in  Portfolio  Funds or  certain  securities  owned by
Portfolio Funds.  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 not  without
substantial  delay. 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  Investment  Manager and
their  affiliates,  as  well  as  many of the  Portfolio  Managers  and  their
respective  affiliates,  provide  investment  advisory  and other  services to
clients  other than the Fund and  Portfolio  Funds.  In  addition,  investment
professionals   associated  with  the  Adviser,   the  Investment  Manager  or
Portfolio  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  Investment  Manager  and  their  affiliates,   "Other
Accounts").  As a  result  of  the  foregoing,  the  Adviser,  the  Investment
Manager  and  Portfolio  Managers  will be engaged in  substantial  activities
other  than on behalf of the Fund and may have  differing  economic  shares in
respect of such  activities  and may have  conflicts of interest in allocating
investment  opportunities,   and  their  time,  between  the  Fund  and  Other
Accounts.  Portfolio  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.

            However,  it  is  the  policy  of  the  Investment  Manager,   and
generally  also  the  policy  of  the  Portfolio  Managers,   that  investment
decisions for the Fund,  Portfolio  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
that  investment  transactions  and  opportunities  be fairly  allocated among
their clients, including the Fund and Portfolio Funds.

SPECIAL RISKS OF MULTI-MANAGER STRUCTURE

      Portfolio   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  Portfolio  Funds.  Although  the
Investment   Manager  expects  to  receive  detailed   information  from  each
Portfolio  Manager   regarding  its  investment   performance  and  investment
strategy on a regular basis,  in most cases the Investment  Manager has little
or no means of independently  verifying this information.  A Portfolio Manager
may use proprietary  investment strategies that are not fully disclosed to the
Investment Manager,  which may involve risks under some market conditions that
are not  anticipated by the Investment  Manager.  In addition,  many Portfolio
Managers will not be registered as investment  advisers  under the  Investment
Advisers Act of 1940, as amended (the  "Advisers  Act") in reliance on certain
exemptions  from  registration  under  that  act.  In  such  cases,  Portfolio
Managers  will not be  subject to various  disclosure  requirements  and rules
that would apply to registered investment advisers.

      Investors in the Fund directly bear the Fund's expenses,  and indirectly
bear  expenses  of the  Portfolio  Funds  and  Portfolio  Accounts,  including
performance-based  fees  assessed by Portfolio  Funds or  Portfolio  Accounts.
Similarly,  shareholders  bear a  proportionate  share of the other  operating
expenses  of the Fund  (including  the  Administration  Fee) and,  indirectly,
similar  expenses of the Portfolio Funds and Portfolio  Accounts.  An investor
who  meets  the  conditions  imposed  by  the  Portfolio  Managers,  including
investment  minimums  that may be  considerably  higher  than  the  $1,000,000
minimum  imposed  by the  Fund,  could  invest  directly  with  the  Portfolio
Managers.

      Each Portfolio Manager will receive any performance-based  allocation to
which it is  entitled  irrespective  of the  investment  performance  of other
Portfolio  Managers  or the  investment  performance  of the  Fund  generally.
Thus, a Portfolio  Manager with positive  investment  performance will receive
this allocation from the Fund (and indirectly from  shareholders)  even if the
Fund's  overall  investment  return is negative.  Investment  decisions of the
Portfolio  Managers are made  independently of each other. As a result, at any
particular time, one Portfolio  Manager may be purchasing  shares of an issuer
for a  Portfolio  Fund or  Portfolio  Account  whose  shares are being sold by
another  Portfolio  Manager for another  Portfolio Fund or Portfolio  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  a  Portfolio  Fund  only  at  certain  times  pursuant  to
limitations  set forth in the governing  documents of the Portfolio  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 a Portfolio  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.

      Portfolio 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 a Portfolio
Fund,  the Fund may  receive  securities  that are  illiquid or  difficult  to
value. See  "INVESTMENT-RELATED  RISKS - Illiquid  Portfolio  Investments" and
"DISTRIBUTION  ARRANGEMENTS  -  Calculation  of Net  Asset  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.

      Subject to limitations  imposed by the Investment  Company Act,  neither
the Trustees,  the Adviser,  or the Investment  Manager 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.

      Portfolio  Account  Allocations.  The Fund may on occasion  allocate its
assets to a Portfolio  Manager by retaining the Portfolio  Manager to manage a
Portfolio Account for the Fund, rather than invest in the Portfolio  Manager's
Portfolio  Fund.  It is possible,  given the leverage at which  certain of the
Portfolio  Managers  will trade,  that the Fund could lose more in a Portfolio
Account  that is managed by a particular  Portfolio  Manager than the Fund has
allocated  to such  Portfolio  Manager to invest.  This risk may be avoided if
the Fund,  instead  of  retaining  a  Portfolio  Manager  to manage a separate
account  comprised of a  designated  portion of the Fund's  assets,  creates a
separate  investment  vehicle  for which a  Portfolio  Manager  will  serve as
general  partner and in which the Fund will be the sole limited  partner.  Use
of this  structure,  however,  involves  various  expenses,  and  there  is no
requirement  that  separate  investment  vehicles  be  created  for  Portfolio
Accounts.  Portfolio Funds that are Portfolio  Accounts will be subject to the
investment  policies and  restrictions of the Funds, as well as the provisions
of the 1940 Act and the rules thereunder.

      Valuation of  Portfolio  Funds.  In most cases,  the Fund will be unable
to verify with  certainty  the  monthly  valuation  received  from a Portfolio
Manager  regarding  a  Portfolio  Fund.  Furthermore,  these  valuations  will
typically  be  estimates  only,  subject to revision  based on each  Portfolio
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 Portfolio Funds are completed.

      Portfolio   Managers  will  generally  invest  primarily  in  marketable
securities,  although certain Portfolio  Managers may also invest in privately
placed  securities  and other  investments  that are  illiquid and do not have
readily  available  market  quotations.  These  securities  will  nevertheless
generally  be  valued  by  Portfolio   Managers,   which  valuations  will  be
conclusive  with  respect to the Fund,  even though  Portfolio  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 Portfolio
Managers.  Any such securities  held by a Portfolio  Account will be valued at
their  "fair  value"  as   determined   in  good  faith  by  the  Board.   See
"Distribution Arrangements - Calculation of Net Asset Value," below.


The Fund and Its Investments

What  is  the  Fund's  Investment  Objective?   The  Fund  seeks  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.

What are the  Fund's  Principal  Investment  Policies?  The Fund  pursues  its
investment  objective by allocating its assets for  investment  among a select
group of Portfolio  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 Investment  Manager is primarily  responsible  for selecting the
Portfolio  Managers  and  determining  the portion of the Fund's  assets to be
allocated to each  Portfolio  Manager,  subject to the general  supervision of
the  Adviser  and  the  Board.   The  Fund  will  implement  these  allocation
decisions  primarily  by  investing  in  Portfolio  Funds that are  managed by
Portfolio Managers selected by the Investment Manager.

Portfolio  Funds  are  investment  funds,   typically   organized  as  limited
partnerships  or  limited  liability  companies,  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  Portfolio  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  investment  programs of the  Portfolio  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 Portfolio  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 Portfolio  Managers that pursue directional
strategies,  the Investment Manager will emphasize investment programs that it
believes  are most  likely to achieve  high rates of return  under  prevailing
market conditions.

How do  Portfolio  Managers  Decide  What  Investments  to Buy  or  Sell?  The
Investment  Manager  takes a  three-tiered  approach to asset  allocation  and
Portfolio  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 Portfolio  Managers whose investment  styles and historical
investment returns and risk characteristics best embody those attributes.

The investment strategies of the Portfolio 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 a Portfolio  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     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.

Portfolio 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.  Portfolio 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.

Can the Fund's Investment  Objective and Policies Change?  The Fund's Board of
Trustees can change  non-fundamental  investment  policies without shareholder
approval,  although  significant  changes will be described in  amendments  to
this Prospectus.  Fundamental  policies cannot be changed without the approval
of a  "majority"  (as  defined in the  Investment  Company  Act) of the Fund's
outstanding  voting  shares.   The  Fund's  investment   objective  is  not  a
fundamental policy.  However,  the objective will not be changed without prior
notice to shareholders.  Some of the Fund's  investment  restrictions that are
fundamental  policies are listed in the Statement of  Additional  Information.
An  investment  policy  is  not  fundamental  unless  this  Prospectus  or the
Statement of Additional Information says that it is.

How are  Portfolio  Managers  Selected?  The  Fund  will not be  limited  with
respect to the types of  investment  strategies  that  Portfolio  Managers may
employ or the markets or  instruments  in which they  invest.  The  Investment
Manager will  continuously  monitor for  attractive  investment  opportunities
resulting from marketing  inefficiencies  that it believes can be successfully
exploited  by  hedge  fund  strategies.   As  such  opportunities  arise,  the
Investment  Manager  will seek to  allocate  the  Fund's  assets to  Portfolio
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
Portfolio Managers that utilize varying investment styles and strategies;  and
reduced  risk  exposure  that comes from  investing  with  multiple  Portfolio
Managers  that have  exhibited low  volatility  of investment  returns and low
correlation  to one  another.  The  Investment  Manager  expects  generally to
allocate the Fund's assets to approximately 10 to 20 Portfolio Managers.

The  multi-manager  approach  followed by the Fund will involve  allocation of
the Fund's assets to Portfolio  Managers that employ  various  market  neutral
investment  styles  and  strategies  and will  provide  investors  access to a
variety  of  Portfolio  Managers.  The Fund will  invest in  various  types of
Portfolio   Funds   managed   by   Portfolio   Managers,   including   limited
partnerships,   joint  ventures,   other  investment   companies  and  similar
entities.  However,  the Fund may on  occasion  retain  one or more  Portfolio
Managers  to manage  and  invest  designated  portions  of the  Fund's  assets
(either as  separately  managed  accounts or by creating  separate  investment
vehicles in which a  Portfolio  Manager  will serve as general  partner of the
vehicle and the Fund will be the sole limited  partner).  Any  arrangement  in
which the Fund retains a Portfolio  Manager to manage an account or investment
vehicle for the Fund is - as  explained  above under "A Brief  Overview of the
Fund:  What  Does  the  Fund  Invest  In?"  -  referred  to  as  a  "Portfolio
Account." The retention of a Portfolio  Manager to manage a Portfolio  Account
is subject to the  approval of the Board,  including a majority of the persons
comprising the Board (the  "Trustees")  who are not  "interested  persons," as
defined by the Investment Company Act, of the Fund (the "Independent  Trustees
"). The  retention  of a Portfolio  Manager will in such cases also be subject
to  approval  by  shareholders,  unless the Fund seeks and obtains an order of
the Securities  and Exchange  Commission  (the "SEC")  exempting the Fund from
this   requirement.   The  Fund's   participation  in  any  Portfolio  Account
arrangement will be subject to the requirement  that the Portfolio  Manager be
registered  as an  investment  adviser  under the Advisers Act, and the Fund's
contractual  arrangements  with the  Portfolio  Manager will be subject to the
requirements of the Investment  Company Act applicable to investment  advisory
contracts, including Section 15 of the Investment Company Act.

Portfolio  Managers  will  be  selected  on the  basis  of  various  criteria,
generally  including,  among  other  things,  an  analysis  of: the  Portfolio
Manager's  performance  during  various  time periods and market  cycles;  the
Portfolio 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  Portfolio  Manager's
organization,  including internal and external professional staff; and whether
key personnel of the Portfolio Manager have substantial  personal  investments
in the Portfolio Manager's investment program.

Can a Portfolio  Manager Be Replaced?  The  Investment  Manager will regularly
evaluate each Portfolio  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  Investment
Manager  will  allocate  and  reallocate  the Fund's  assets  among  Portfolio
Managers  and  may  terminate  or add  Portfolio  Managers,  as it  determines
appropriate   and   consistent   with   the   Fund's   investment   objective.
Shareholders  will not vote on the  retention  or  termination  of a Portfolio
Manager,  except  that the  retention  of any  Portfolio  Manager  to manage a
Portfolio   Account  will  be  subject  to  the  approval  of  the  Board  and
shareholders.  The Fund may seek to obtain an SEC order  exempting it from the
requirement that  shareholders  approve  Portfolio  Managers that are retained
to manage  Portfolio  Accounts.  However,  no assurance can be given that such
an order will be issued.


Limits on Allocating Fund Assets to any One Portfolio  Manager.  Not more than
10% of the Fund's net assets will be allocated to any one  Portfolio  Manager.
In addition,  the Fund will limit its investment position in any one Portfolio
Fund to less than 5% of the Portfolio 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 a  Portfolio  Fund in which it
holds 5% or more of the  outstanding  shares  will not be  subject  to various
Investment Company Act prohibitions on affiliated  transactions.  However,  to
permit the investment of more of its assets in certain  Portfolio Funds deemed
attractive by the Investment Manager,  and subject to the foregoing limitation
that  the  Fund  will  not  purchase  5% or  more  of the  outstanding  voting
securities  of any one  Portfolio  Fund,  the  Fund  may  purchase  non-voting
securities of Portfolio Funds,  subject to a limitation that the Fund will not
purchase  voting  and  non-voting  shares  in a  Portfolio  Fund  that  in the
aggregate represent 25% or more of the Portfolio Fund's outstanding equity.

Portfolio  Managers'  Investments.  Portfolio  Managers will generally  invest
primarily in marketable  securities,  although certain Portfolio  Managers may
also invest in privately  placed  securities  and other  investments  that are
illiquid.  Interests in Portfolio  Funds will not themselves be marketable and
will only have limited  liquidity.  Portfolio 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.
Portfolio  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  Portfolio  Funds,  Portfolio  Managers will not be subject to the
Fund's  investment  policies and  restrictions or the various  limitations and
prohibitions   applicable  to  investment   companies   registered  under  the
Investment  Company Act,  such as the Fund. As a result,  Portfolio  Funds may
involve  additional  risks,  including  those  associated  with the fact  that
Portfolio  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 industries.  See "Main Risks
of  Investing  in  the  Fund  -  General  Risks  -  Non-Diversified   Status."
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 Portfolio Accounts.


Other Investment Strategies.    Portfolio Managers can also use the
investment techniques and strategies described below.  They might not always
use all of the different types of techniques and investments described
below.  These techniques have risks, although some are designed to help
reduce overall investment or market risks.

      Borrowing;  Use of Leverage.  The Fund is authorized to borrow money for
investment  purposes,  to meet  repurchase  requests  and for cash  management
purposes.  Portfolio  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  Portfolio  Managers may make  extensive  use of  leverage.  See "Main
Risks  of  Investing  in  the  Fund  -  Special  Investment   Instruments  and
Techniques--Leverage; Interest Rates; Margin."

            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).  These  limits  do  not  apply  to  the  Portfolio  Funds  and,
therefore,  the  Fund's  portfolio  may be  exposed  to  the  risk  of  highly
leveraged  investment  programs of certain Portfolio Funds. The Asset Coverage
Requirement  will apply to  borrowings  by Portfolio  Accounts,  as well as to
other  transactions by Portfolio  Accounts that can be deemed to result in the
creation of a "senior  security."  Generally,  in conjunction  with investment
positions  for  Portfolio  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 Portfolio  Account's  ability to  otherwise
invest those assets or dispose of those securities.

      Short  Selling.   Portfolio  Funds  and  Portfolio   Accounts  may  sell
securities  short.  To effect a short sale,  the  Portfolio  Fund or Portfolio
Account will borrow the security from a brokerage  firm, or other  permissible
financial  intermediary,  and make delivery to the buyer.  The Portfolio  Fund
or Portfolio  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  Portfolio  Fund or  Portfolio  Account,  which would result in a
loss or gain,  respectively.  The use of short sales is a speculative practice
and  involves  significant  risks.  See "Main Risks of  Investing  in the Fund
Special Investment Instruments and Techniques--Short Selling."

      Derivatives.  Portfolio  Funds and Portfolio  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 "Main Risks of Investing  in the Fund  --Special
Investment Instruments and Techniques - 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.  To the  extent  the Fund  invests  in these
securities or holds cash, such  investments are  inconsistent  with the Fund's
investment objective and the Fund will not achieve its investment objective.


How the Fund Is Managed

General.  The  Fund  is  registered  under  the  Investment  Company  Act as a
closed-end,  non-diversified  management  investment  company.  The  Fund  was
formed as a  Massachusetts  business trust under the laws of the  Commonwealth
of Massachusetts on May 24, 2002 and has no operating history.

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

The  Adviser.   OFI  Institutional   Asset  Management  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").  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 the Trustees,
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.

      The Adviser,  organized in November 2000, is a  wholly-owned  subsidiary
of  OppenheimerFunds,  Inc. ("OFI").  OFI has been an investment adviser since
January 1960. OFI and its  affiliates,  including the Adviser,  managed assets
of more than $130  billion  as of June 30,  2003,  including  the  Oppenheimer
mutual  funds,  with  more than 7 million  shareholder  accounts.  OFI and the
Adviser are located at 498 Seventh  Avenue,  New York, New York 10018.  OFI is
wholly-owned by Oppenheimer  Acquisition  Corp., a holding company  ultimately
controlled by Massachusetts Mutual Life Insurance Company.


The Investment  Manager.  Tremont Partners,  Inc. (the "Investment  Manager"),
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  Investment  Manager  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
Investment  Manager and its affiliates were  responsible for the allocation of
over $7 billion of client assets among alternative investment  strategies,  as
of June 30, 2003.  The  Investment  Manager is located at 555  Theodore  Fremd
Avenue,   Rye,  New  York  10580,  and  since  October  1,  2001  has  been  a
majority-owned,  indirect  subsidiary of  Massachusetts  Mutual Life Insurance
Company.

Advisory  Fees. 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  1.50% of the
aggregate  value of  outstanding  shares  determined as of the last day of the
month (before any repurchases of shares).

            The Adviser pays a monthly fee to the Investment  Manager equal to
50% of the amount of the Management Fee earned by the Adviser  pursuant to the
Advisory Agreement. This fee is payable by the Adviser and not the Fund.


Management  Team. The following  personnel of the  Investment  Manager will be
the  persons  primarily  responsible  for  selecting  Portfolio  Managers  and
allocating the Fund's assets among the Portfolio Managers:

      Sandra L.  Manzke,  Chairperson  and  Co-Chief  Executive  Officer.  Ms.
      -----------------
      Manzke established Tremont Partners,  Inc. in October 1984 after serving
      as a Principal at Rogers,  Casey & Barksdale,  Inc.,  from 1976 to 1984.
      Ms.  Manzke is a Director  of certain  private  investment  partnerships
      managed by the Investment  Manager.  From 1974 to 1976, she worked as an
      independent  consultant at Bernstein  Macauley where she was responsible
      for  reviewing  the firm's  products.  At Scudder  Stevens & Clark,  she
      established one of their internal  measurement systems during her tenure
      as an  investment  manager  from  1969  to  1974.  Ms.  Manzke  holds  a
      Bachelor of Fine Arts from Pratt Institute.



      Robert I. Schulman,  Co-Chief  Executive  Officer.  Mr.  Schulman joined
      ------------------
      the Investment  Manager in 1994.  Prior to that, he was  responsible for
      Smith Barney's $60 billion  Consulting  Services Division and Retail New
      Product  Development.  At  Smith  Barney,  he was also  involved  in all
      aspects of investment  management and manager selection  processes.  Mr.
      Schulman  founded the Leveraged  Product Division at E.F. Hutton in 1982
      and was responsible for the development of various derivative  products,
      as well as growth index and financial  futures and options  trading.  In
      1986, he assumed  responsibility for all retail products offered at E.F.
      Hutton.  He is a graduate of New York  University  and received a Master
      of Business  Administration  degree in Finance  from the Lubin School of
      Business.

      Barry H. Colvin, CFA - President,  Chief Investment Officer.  Mr. Colvin
      --------------------
      directs  Tremont's   alternative   investment  research  and  heads  the
      Investment  Committee.  Prior to joining  Tremont  Advisers in 1999, Mr.
      Colvin  spent  three  years as Vice  President  and Head of  Alternative
      Investments  and then as  Director  of  Research  for  Asset  Consulting
      Group,  Inc. of St. Louis,  Missouri.  From 1995 to 1997, Mr. Colvin was
      a fixed-income  trader for General  American Life, and before that spent
      two years at  Scottsdale  Securities  as Head of  Business  Development.
      From 1987 to 1994 he worked for Edward D. Jones & Co. in various  roles,
      eventually  becoming a partner.  Mr.  Colvin  holds a B.A. in  Economics
      from  the  University  of  Missouri  and is a  holder  of the  Chartered
      Financial Analyst designation.

      Patrick J. Kelly,  CFA - Vice President,  Director of Manager  Research.
      ----------------------
      Mr. Kelly coordinates and structures  Tremont's  alternative  investment
      research  department.  He  joined  the  firm  in  June  2001.  Prior  to
      Tremont,  Mr.  Kelly  spent  three  years,  from  1998 to 2001,  as Vice
      President  and Risk Manager for Parker Global  Strategies.  From 1995 to
      1998, Mr. Kelly worked as a Senior Portfolio  Analyst at Ferrell Capital
      Management,  and  from  1993 to  1995,  Mr.  Kelly  worked  for  Kidder,
      Peabody,  & Co. as an analyst.  Mr. Kelly has B.S. in Computer  Science,
      Electrical  Engineering  and  Mathematics  from Hofstra  University  and
      M.B.A in  Finance  from the Frank  Zarb  School of  Business  at Hofstra
      University  and  is  a  holder  of  the  Chartered   Financial   Analyst
      designation.
------------------------------------------------------------------------------


      Cynthia J. Nicoll - Vice  President,  Director of Risk  Management.  Ms.
      -----------------
      Nicoll  joined  Tremont  in  December  2000,  with   responsibility  for
      establishing  Tremont's risk  management  capabilities.  Ms. Nicoll came
      to  Tremont  from  Parker  Global  Strategies,  where  she was  Managing
      Director  of  Strategic  Initiatives.  From 1993 to 1999,  she  designed
      hedge  fund-indexed   structured  products  for  Greenwich  Capital  and
      National  Westminster  Bank PLC. From 1979 to 1993, Ms. Nicoll  marketed
      foreign   exchange,   structured   debt   and   other   financings   for
      Manufacturers  Hanover/Chemical  Bank (now JP Morgan).  Ms. Nicoll has a
      B.A. in American  History from Yale  University and an M.B.A. in Finance
      and International Business from New York University.


      Suzanne S. Hammond,  Senior Vice  President,  Secretary  and  Treasurer.
      ------------------
      Suzanne   Hammond  is   responsible   for  program   analysis  and  fund
      administration/supervision   of  the  Investment  Manager's  proprietary
      products.  Ms.  Hammond  is  also  responsible  for  certain  investment
      supervision  clients  and is a Director  of certain  private  investment
      partnerships  managed by the  Investment  Manager.  Prior to joining the
      Investment  Manager in 1989,  Ms.  Hammond  spent six years with Rogers,
      Casey &  Barksdale,  Inc.  as a Senior  Analyst  responsible  for  major
      consulting clients.  For five years prior to joining Rogers,  Casey, Ms.
      Hammond served as the liaison representative  managing listed midwestern
      companies on the New York Stock  Exchange,  Inc. She received a Bachelor
      of Arts  degree in  Russian  History/Economics  from the  University  of
      North Carolina, Chapel Hill and an A.B.A. from Colby Jr. College.

Investor  Servicing  Arrangements.  The  Adviser  intends  to pay a portion of
its  management  fee, not to exceed 20% of its  management  fee, to qualifying
brokers,   dealers  and  financial  advisers  that  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 Advisor may reasonably request.


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;  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 0.15% of the aggregate  value of outstanding  shares  determined as of
the last day of each calendar month (the "Administration Fee").


Fund Expenses. The Fund will bear its own expenses including,  but not limited
to: the Management  Fee; any taxes;  investment-related  expenses  incurred by
the  Fund  (e.g.,  management  fees  charged  by the  Portfolio  Managers  and
Portfolio Funds,  costs associated with organizing and operating any Portfolio
Accounts,  placement  fees,  interest  on  indebtedness,  fees  for  data  and
software  providers,  research  expenses  and  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  Trustees 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 required by applicable  accounting  principles to
be charged to capital that incurred  during a fiscal period will be charged to
capital for the period.

      The  Fund's  organizational  expenses  were  borne  voluntarily  by  the
Adviser.  In addition,  initial  offering costs were borne  voluntarily by the
Adviser upon commencement of the Fund's operations.


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

How to Buy Shares

Investor Qualifications.

Shares  will be sold  only to  "Qualified  Investors"  that  are  exempt  from
Federal income tax.

          Currently,  "Qualified Investors" include: (i) companies (other than
investment  companies)  that represent that they have a net worth of more than
$1,500,000;  and (ii) persons who have at least  $750,000  under the Adviser's
or its  affiliates'  management,  including  any amount  invested in the Fund.
In addition,  shares are offered only to investors  that are U.S.  persons for
Federal  income tax purposes,  as defined  below,  and that represent they are
exempt  from  Federal  income  tax.  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.


Distribution Arrangements


General Terms.  The  Distributor  acts as the distributor of the Fund's 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 Investment Manager.

      Shares  are  being  offered  in an  initial  offering.  The  Distributor
expects  to deliver  shares  purchased  in the  initial  offering  on or about
January  2,  2003 or on such  earlier  or later  date as the  Distributor  may
determine.  Subsequent  to the  initial  offering,  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.  There is no minimum  aggregate amount of
shares  required to be  purchased  in the initial  offering.  The  Distributor
does not  intend  to make a market  in the  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 $1,000,000.  Subsequent  investments  must be at
least $100,000. These minimums may be modified by the Fund from time to time.

      All investor  funds for the initial  closing of the sale of shares,  and
for closings of subsequent  offerings,  will be deposited in an escrow account
maintained by Citibank,  N.A.,  for the benefit of the  investors.  Funds held
in  the  escrow   account  may  be  invested  in  high   quality,   short-term
investments,  and any  interest  earned on the funds will be paid to investors
on the date Shares are issued.  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.

      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 Funds'  Declaration of Trust.  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.

Calculation  of Net Asset Value.  The Fund sells its shares at their  offering
price,  which is equal to the "net  asset  value"  per  share.  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  (March 31),  (ii) the
last day of each taxable year  (December 31), (iii) the day preceding the date
as of which any shares of the Fund are purchased,  or (iv) 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.

      In  computing  net  asset  value   pursuant  to  "Pricing   Polices  and
Procedures"  adopted  by the  Fund's  Board of  Trustees,  the Fund will value
shares in Portfolio Funds at their fair value,  which the Board has determined
will  ordinarily  be the values of those shares as determined by the Portfolio
Managers of the Portfolio  Funds in accordance  with policies  established  by
the  Portfolio  Funds.  Other  securities  and  assets of the Fund  (including
securities and other  investments  held by Portfolio  Accounts) will be valued
at market value, if market  quotations are readily  available.  Securities and
assets of the Fund for which market  quotations are not readily available 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  "Pricing  Policies and  Procedures"  are designed to provide
the Board with monthly  information from the Portfolio Funds on which the Fund
may reliably  determine the value of its  investments  in the Portfolio  Funds
and  determine  its net asset value each month.  The Fund  typically  receives
information  from the Portfolio  Funds,  as of month-end,  within fifteen (15)
business days after month-end.

      As a  general  matter,  the  fair  value  of the  Fund's  interest  in a
Portfolio  Fund will  represent  the  amount  that the Fund  could  reasonably
expect to receive from a Portfolio  Fund if the Fund's  interest were redeemed
at the time of valuation,  based on the  information  reasonably  available at
the time the valuation is made and that the Fund believes to be reliable.

      In the unlikely  event that the Portfolio Fund does not report its value
at the  end of the  month  to the  Fund  on a  timely  basis,  the  Fund  will
determine  the fair  value of such  Portfolio  Fund  based on the most  recent
value reported by the Portfolio  Fund, as well as other  relevant  information
available to the Fund at the time it determines its net asset value.

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

      If, based on relevant  information  available to the Investment  Manager
at the time the Fund values its portfolio,  the Investment  Manager  concludes
that the value  provided by the  Portfolio  Fund does not  represent  the fair
value of the Fund's  interests in the Portfolio  Fund, the Investment  Manager
will take steps to  recommend  a fair value for the  Fund's  interests  in the
Portfolio Fund to the Fund's Board for its consideration.


REPURCHASES OF SHARES AND TRANSFERS


NO RIGHT OF REDEMPTION

            No  shareholder  will have the right to require the Fund to redeem
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 Fund's  Declaration  of Trust 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 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.  The  Fund's  shares  will not be  listed  for
trading  on a  securities  exchange.  A  redemption  fee 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 the  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  pursuant to written  tenders,  the Board will consider the
recommendations of the Adviser.  The Adviser expects that it will recommend to
the Board that the Fund offer to  repurchase  shares as of December  31, 2003,
and thereafter,  four times year, as of the last business day of March,  June,
September and December.  The Fund  anticipates  that the Board will limit each
repurchase to no more than 25% of the Fund's total assets,  although the limit
for any one repurchase may be lower.

            The Board will also consider the following factors,  among others,
in making its determination:

o     whether any shareholders have requested to tender shares 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  to  the  Fund  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.  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
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.

      Cash  Payment  vs.  In-Kind  Securities  Distribution.  When  shares are
repurchased   by  the  Fund,   shareholders   will   generally   receive  cash
distributions  equal to the value of the  shares  repurchased,  less the Early
Repurchase  Fee, if applicable.  However,  in the sole discretion of the Fund,
the  proceeds  of  repurchases  of shares may be paid pro rata 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 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.

      Gain or Loss on Sale 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,  if  any,  will be
recognized  by a tendering  shareholder  only as and after 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
Portfolio  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 will 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, 95%
of  such  value  if  all  shares  owned  by  a  shareholder  are  repurchased)
approximately  one  month  after  the  Valuation  Date.  This  amount  will 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  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 Fund's audit and will be subject to audit adjustment.

            Under these  procedures,  shareholders will have to decide whether
to tender their shares for  repurchase  without the benefit of having  current
information  regarding  the  value of  shares  as of a date  proximate  to the
Valuation  Date.  The  shareholder  may inquire of the Fund,  at the toll-free
phone  number  indicated  on the back  cover of the  Prospectus  and the front
cover of the Statement of Additional  Information,  as to the share value last
determined.  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 Portfolio
Funds to make such payments,  but has experienced delays in receiving payments
from the Portfolio Funds.

            A  shareholder  who tenders for  repurchase  only a portion of his
shares will be required to maintain a minimum  account  balance of   $500,000.
If a  shareholder  tenders a portion of his 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  Manager  would  otherwise  not want the Fund to do so.
         It  might  increase  portfolio  turnover  and  the  Fund's  portfolio
         transaction  expenses,  reducing the Fund's net income to  distribute
         to shareholders.

o     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  Declaration  of Trust  provides  that the Fund may  redeem  shares  under
certain  circumstances,  including if:  ownership of the shares 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 shares of
the Fund to repurchase the shares.

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,  and any  distributions
made to the Fund by the  underlying  Portfolio  Funds or  Portfolio  Accounts.
The  Fund  cannot   guarantee   that  it  will  pay  any  dividends  or  other
distributions.

Capital Gains  Distributions.  A Portfolio  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 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.
You have two options:

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.


Taxes.  The Fund intends to qualify as a regulated  investment  company  under
the  Internal  Revenue  Code.  That means that in each year it  qualifies,  it
will  pay  no  federal  income  tax  on  the  earnings  or  capital  gains  it
distributes  to its  shareholders.  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 with respect to an unleveraged investment in Fund shares.

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.   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 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  or you  exchange  them.  A
         capital  gain or loss is the  difference  between  the price you paid
         for the shares  and the price you  received  when they were  accepted
         for  repurchase or exchange.  Generally,  when shares of the Fund you
         have tendered are  repurchased,  you must  recognize any capital gain
         or loss on those shares.
o     If you buy shares on the date or just before the date the Fund  declares
         a capital  gains  distribution,  a portion of the purchase  price for
         the shares will be returned to you as a taxable distribution.
o     You should  review the more detailed  discussion  of federal  income tax
         considerations in the Statement of Additional Information.

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

Additional Information About the Fund

The Fund's  Voting  Shares.  Each share of the Fund  represents an interest in
the Fund  proportionately  equal to the shares 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.



FINANCIAL HIGHLIGHTS

OFI Tremont Core Diversified Hedge Fund

Selected data for a share of beneficial                        Period from
January 2, 2003
interest outstanding throughout the period                     (commencement
of operations)
                                                             to March 31, 2003

Per Share Operating Data
Net asset value, beginning of period                           $     1,000.00

Income (loss) from investment operations:
Net investment loss                                                     (4.26)
Net unrealized gain                                                     26.21
Total income from investment operations                                 21.95

Net asset value, end of period                                 $     1,021.95

============================

Total Return, at Net Asset Value*                                        2.20%


Ratios / Supplemental Data
Net assets, end of period                                      $   25,650,889
Ratios to average net assets:**
Net investment loss
(1.68)%
Expenses                                                                 2.46
%
Expenses, net of waiver of expenses by the Adviser                       1.75
%

Portfolio turnover***                                                      0%



*Assumes an investment at the net asset value at the commencement of
operations,
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. Total returns are not annualized for
periods
of less than one full year.

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

***Represents the lesser of purchases or sales of investments in Investment
Funds divided by the average value of investments in Investment Funds.





Table of Contents of the Statement of Additional  Information dated September
------------------------------------------------------------------------------
26, 2003
---------

This  is  the  Table  of  Contents  of  the  Fund's  Statement  of  Additional
Information  dated  September  26, 2003.  It should be read  together with the
Prospectus.  You can obtain the Statement of Additional Information by writing
to the Fund's Transfer  Agent,  OppenheimerFunds  Services,  at P.O. Box 5270,
Denver,  Colorado  80217,  or by calling the Transfer  Agent at the  toll-free
number shown on the back cover.

Contents
------------------------------------------------------------------------------
                                                                        Page

INVESTMENT POLICIES AND PRACTICES............................................2

REPURCHASES, MANDATORY REDEMPTIONS AND TRANSFERS OF SHARES.................12

BOARD OF TRUSTESS .........................................................14

INVESTMENT ADVISORY SERVICES...............................................21

CONFLICTS OF INTEREST......................................................26

TAX ASPECTS................................................................28

ERISA CONSIDERATIONS.......................................................30

BROKERAGE..................................................................32

VALUATION OF ASSETS........................................................33

INDEPENDENT AUDITORS AND LEGAL COUNSEL.....................................35

CUSTODIAN..................................................................35

CONTROL PERSONS............................................................35

SUMMARY OF DECLARATION OF TRUST...............................................................36

FUND ADVERTISING AND SALES MATERIAL........................................37

FINANCIAL STATEMENTS.......................................................38

APPENDIX A: INDUSTRY CLASSIFICATIONS.......................................................     A-1











APPENDIX A

INVESTOR CERTIFICATION


     I hereby  certify  that I am:  (A) an  irrevocable  trust  that has a net
worth*  in  excess  of $1.5  million  (the  "net  Worth  Requirement");  (B) a
revocable   trust  and  each   grantor  of  the  trust  meets  the  Net  Worth
Requirement;  (C) an employee benefit plan (a "Plan") that meets the Net Worth
Requirement;  (D) a  participant-directed  Plan  and  the  person  making  the
investment meets the Net Worth  Requirement;  (E) 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 (F)
an entity referred to in clause E(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 am exempt from Federal income tax.

          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 limited provisions for  transferability and
withdrawal and have carefully read and understand the  "Repurchases of Shares"
provisions in the prospectus.

          I certify  that I am a United  States  person  within the meaning of
the Code and that my U.S.  taxpayer  identification  number and  address as it
appears  in your  records,  is true  and  correct.  I  further  certify  under
penalties  of  perjury  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.**

          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.

          By signing below, 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.



* As used herein,  "net worth" means the excess of total assets at fair market
value,  over total  liabilities.  ** 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.

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): ____________________






OFI Tremont Core Diversified Hedge Fund
6803 South Tucson Way
Centennial, Colorado  80112
1.800.858.9826

Adviser
OFI Institutional Asset Management, Inc.
498 Seventh Avenue
New York, New York  10018

Investment Manager
Tremont Partners, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
1.914.925.1884

Distributor
OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, New York 10018

Transfer Agent
OppenheimerFunds Services
6803 South Tucson Way
Centennial, CO  80112

Custodian Bank
Citibank, N.A.
399 Park Avenue
New York, NY  10043

Independent Auditors
Ernst & Young LLP
5 Times Square
New York, NY  10036

Fund Counsel
Mayer, Brown, Rowe & Maw
1675 Broadway
New York, NY 10019

Special Fund Counsel
Schulte, Roth & Zabel LLP
919 Third Avenue
New York, NY 10022

INFORMATION AND SERVICES
For More Information on OFI Tremont Core Diversified Hedge Fund
The following additional information about the Fund is available without charge
upon request:

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

Annual  and  Semi-Annual  Reports.  Additional  information  about the  Fund's
investments  and  performance  is  available in the Fund's  Annual  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  HTTP://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     shares     are
distributed by:
                                          OppenheimerFunds     Distributor,
Inc.

The Fund's SEC File No. is 811- 21110
PRO482.002.0903  Printed on recycled paper.









   OFI Tremont Core Diversified Hedge Fund

                              September 26, 2003



                     STATEMENT OF ADDITIONAL INFORMATION

                              498 Seventh Avenue
                              New York, NY 10018
                                (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 OFI Tremont Core  Diversified  Hedge Fund (the  "Fund"),  dated
September  26, 2003. 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............................................2
REPURCHASES, MANDATORY REDEMPTIONS AND TRANSFERS OF SHARES..................12
BOARD OF TRUSTEES ..........................................................14
INVESTMENT ADVISORY SERVICES................................................21
CONFLICTS OF INTEREST.......................................................26
TAX ASPECTS.................................................................28
ERISA CONSIDERATIONS........................................................30
BROKERAGE...................................................................32
VALUATION OF ASSETS.........................................................33
INDEPENDENT AUDITORS AND LEGAL COUNSEL......................................35
CUSTODIAN...................................................................35
CONTROL PERSONS.............................................................35
SUMMARY OF DECLARATION OF TRUST ............................................36
FUND ADVERTISING AND SALES MATERIAL.........................................37
FINANCIAL STATEMENTS.............................................................................38

APPENDIX A:  INDUSTRY CLASSIFICATIONS..................................................A-1





                                      38

                      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.   Within  the  limits  of  these
fundamental  policies,  the Fund's  management has reserved freedom of action.
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 by Section 18
                  of the Investment  Company Act or as otherwise  permitted by
                  the Securities Exchange Commission (the "SEC").

o     Borrow  money,  except to the  extent  permitted  by  Section  18 of the
                  Investment Company Act or as otherwise permitted by the SEC.

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 through purchasing fixed-income  securities,  lending
                  portfolio   securities,    or   entering   into   repurchase
                  agreements except as permitted under the Investment  Company
                  Act.

o     Purchase,  hold or deal in real estate,  except that the Fund may invest
                  in securities that are secured by real estate,  or issued by
                  companies  that invest or deal in real estate or real estate
                  investment trusts.

o     Invest in commodities or commodity  contracts,  except that the Fund may
                  purchase and sell non-U.S.  currency,  options,  futures and
                  forward contracts,  including those related to indexes,  and
                  options on indexes.

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;  provided,  however,
                  that the Fund  will  invest  25% or more of the value of its
                  total assets in Portfolio  Funds that pursue market  neutral
                  investment  strategies (except temporarily during any period
                  of adverse market conditions  affecting Portfolio Funds that
                  pursue such strategies),  but will not invest 25% or more of
                  the value of its total  assets in Portfolio  Funds that,  in
                  the  aggregate,  have  investment  programs  that  focus  on
                  investing in any single industry.

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

      Currently,  under the  Investment  Company  Act,  the  maximum  amount a
mutual  fund may borrow  from  banks is up to  one-third  of its total  assets
(including  the  amount  borrowed).  A fund may  borrow  up to 5% of its total
assets for temporary  purposes from any person.  Under the Investment  Company
Act,  there is a  rebuttable  presumption  that a loan is  temporary  if it is
repaid within 60 days and not extended or renewed.

      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 derivates, 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 the investment  funds in which the Fund's assets are invested,
but will apply to investments made by the Fund.

      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 ("Portfolio  Funds") that are managed by alternative
asset managers ("Portfolio  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 a Portfolio  Manager to manage
a  designated  segment  of  the  Fund's  assets  (a  "Portfolio  Account")  in
accordance  with  the  Portfolio  Manager's  investment  program.   Additional
information  regarding the types of securities  and financial  instruments  in
which  Portfolio  Managers  may  invest  the  assets  of  Portfolio  Funds and
Portfolio Accounts,  and certain of the investment techniques that may be used
by Portfolio Managers, is set forth below.

EQUITY SECURITIES

            The  investment   portfolios  of  Portfolio  Funds  and  Portfolio
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.

            Portfolio  Managers  may  generally  invest  Portfolio  Funds  and
Portfolio   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

            Portfolio Funds and Portfolio  Accounts may invest in fixed-income
securities.  A Portfolio  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.

            Portfolio  Funds  and  Portfolio   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 a Portfolio Manager to be of comparable quality.

            A  Portfolio   Fund's  or  Portfolio   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

            Portfolio  Funds and  Portfolio  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  Portfolio
Funds and Portfolio  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  U.S.  These  factors  are  listed  in  the  prospectus   under  "Risk
Factors--Non-U.S. Investments."

            As a general matter,  Portfolio  Funds and Portfolio  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,  a  Portfolio  Fund  or  Portfolio
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
Portfolio  Fund's or  Portfolio  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 Portfolio  Fund or Portfolio  Account for hedging  purposes
to  protect  against  uncertainty  in the  level of future  non-U.S.  currency
exchange  rates,  such  as  when  the  Portfolio  Fund  or  Portfolio  Account
anticipates  purchasing or selling a non-U.S.  security.  This technique would
allow the  Portfolio  Fund or Portfolio  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  Portfolio  Fund's or  Portfolio  Account's  existing
holdings   of  non-U.S.   securities.   There  may  be,   however,   imperfect
correlation  between the  Portfolio  Fund's or  Portfolio  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 a Portfolio Fund's investment objective,  such as when
a Portfolio  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  Portfolio  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,  Portfolio  Funds and  Portfolio  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 investment  manager, or
Portfolio  Managers  deem  appropriate  under the  circumstances.  The Fund or
Portfolio 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 United  States  banks that are  members of the  Federal  Deposit  Insurance
Corporation, and repurchase agreements.

REPURCHASE AGREEMENTS

            Repurchase  agreements  are  agreements  under  which the Fund,  a
Portfolio Fund or Portfolio 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,
Portfolio  Fund or  Portfolio  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,  Portfolio Fund or Portfolio
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 a Portfolio  Fund or
Portfolio  Account.  Reverse  repurchase  agreements  are a form  of  leverage
which also may  increase  the  volatility  of a Portfolio  Fund's or Portfolio
Account's investment portfolio.

SPECIAL INVESTMENT TECHNIQUES

            Portfolio  Funds  and  Portfolio  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  Portfolio Funds and Portfolio  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
Portfolio  Funds or Portfolio  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
a Portfolio  Fund or  Portfolio  Account may suffer  losses as a result of its
hedging activities.

            DERIVATIVES.  Portfolio  Funds and  Portfolio  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  Portfolio Funds
and  Portfolio  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 a  Portfolio  Fund's  or  Portfolio
Account's performance.

            If a Portfolio  Fund or Portfolio  Account  invests in derivatives
at  inopportune   times  or  judges  market   conditions   incorrectly,   such
investments may lower the Portfolio  Fund's or Portfolio  Account's  return or
result  in  a  loss.  A  Portfolio  Fund  or  Portfolio   Account  also  could
experience  losses if its  derivatives  were poorly  correlated with its other
investments,  or if the  Portfolio  Fund or  Portfolio  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 Portfolio  Managers may utilize  options
and  futures  contracts.  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,  a  Portfolio  Fund  or  Portfolio
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, a Portfolio  Manager may have  difficulty
closing  out its  position.  Over-the-counter  options  purchased  and sold by
Portfolio  Funds and  Portfolio  Accounts  may  include  options on baskets of
specific securities.

            The  Portfolio  Managers  may  purchase  call and put  options  on
specific  securities,  on indices, on currencies or on futures,  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 a Portfolio  Fund or Portfolio  Account  owns the  underlying
security.  The sale of such an option  exposes a Portfolio  Fund or  Portfolio
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 a Portfolio  Fund's or
Portfolio  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  Portfolio  Funds  and  Portfolio
Accounts need not be covered.

            A  Portfolio  Fund or  Portfolio  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  Portfolio  Fund  or  Portfolio  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,  a Portfolio  Manager  would
ordinarily  effect  a  similar  "closing  sale  transaction,"  which  involves
liquidating position by selling the option previously purchased,  although the
Portfolio  Manager could exercise the option should it deem it advantageous to
do so.


            The use of  derivatives  that are  subject  to  regulation  by the
Commodity  Futures  Trading  Commission  (the "CFTC") by  Portfolio  Funds and
Portfolio  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.
In this regard,  the Fund's pro rata share of the sum of the amount of initial
margin  deposits on futures  contracts  entered  into by  Portfolio  Funds and
Portfolio  Accounts and premiums  paid for  unexpired  options with respect to
such contracts,  other than for bona fide hedging purposes,  may not exceed 5%
of the  liquidation  value of the Fund's  assets,  after  taking into  account
unrealized  profits  and  unrealized  losses on such  contracts  and  options;
provided,  however,  that in the case of an option that is in-the-money at the
time of purchase,  the in-the-money  amount may be excluded in calculating the
5%  limitation.  The Fund  intends  to  monitor  use of  futures  and  related
options by Portfolio  Funds and Portfolio  Accounts to help assure  compliance
with this  limitation.  If  applicable  CFTC  rules  change,  such  percentage
limitations  may change or different  conditions  may be applied to the Fund's
use of certain derivatives.

            Portfolio  Funds and  Portfolio  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 a Portfolio Fund or Portfolio Account to
substantial losses.

            Successful   use  of  futures  also  is  subject  to  a  Portfolio
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 Portfolio  Managers may purchase and sell stock
index futures  contracts for a Portfolio  Fund or Portfolio  Account.  A stock
index  future  obligates  a  Portfolio  Fund or  Portfolio  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  Portfolio  Managers  may  purchase  and  sell
interest  rate futures  contracts for a Portfolio  Fund or Portfolio  Account.
An interest  rate future  obligates  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  Portfolio  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  Portfolio
Managers may purchase and sell for the Portfolio Funds and Portfolio  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 a  Portfolio  Manager  of  options  on  stock
indexes  will  be  subject  to the  Portfolio  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  Portfolio  Managers may enter into equity,
interest rate,  index and currency rate swap agreements on behalf of Portfolio
Funds and  Portfolio  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  a  Portfolio  Fund  or
Portfolio  Account would require the  calculation  of the  obligations  of the
parties to the agreements on a "net basis."  Consequently,  a Portfolio Fund's
or Portfolio  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,  a
Portfolio  Fund's or  Portfolio  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 a
Portfolio  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

            A Portfolio  Fund or Portfolio  Account may lend  securities  from
its portfolio to brokers,  dealers and other financial institutions needing to
borrow  securities to complete  certain  transactions.  The Portfolio  Fund or
Portfolio  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  Portfolio  Fund  or  Portfolio   Account  an
opportunity  to earn  interest  on the  amount  of the loan and on the  loaned
securities'  collateral.  A Portfolio Fund or Portfolio 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 Portfolio Fund or Portfolio  Account might experience risk of
loss  if the  institution  with  which  it has  engaged  in a  portfolio  loan
transaction  breaches  its  agreement  with the  Portfolio  Fund or  Portfolio
Account.

WHEN-ISSUED, DELAYED DELIVERY AND FORWARD COMMITMENT SECURITIES

            To reduce the risk of changes in  securities  prices and  interest
rates,  a Portfolio  Fund or Portfolio  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 Portfolio  Fund
or Portfolio  Account  enters into the  commitment,  but the Portfolio Fund or
Portfolio  Account does not make payment  until it receives  delivery from the
counterparty.   After  a  Portfolio  Fund  or  Portfolio  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 a Portfolio  Fund or
Portfolio  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 a Portfolio
Fund or Portfolio  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 a Portfolio Fund or Portfolio  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 a
Portfolio  Fund or  Portfolio  Account  on a forward  basis will not honor its
purchase  obligation.  In such cases, the Portfolio Fund or Portfolio  Account
may incur a loss.

          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 as may be  determined  by
the Board of Trustees 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 from shareholders  pursuant to written tenders,
the  Board  will  consider  the  recommendation  of  OFI  Institutional  Asset
Management,  Inc. ("OFI  Institutional"),  the Fund's investment 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 and to all  shareholders.  When the Board  determines that
the Fund will repurchase  shares,  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  shares during
the period that a repurchase  offer is open may  ascertain  an  estimated  net
asset value of their shares from OFI  Institutional  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  Portfolio  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 Tremont  would  otherwise  liquidate  these
holdings,  potentially  resulting  in  losses,  and may  increase  the  Fund's
portfolio  turnover.  Tremont  intends  to  take  measures  (subject  to  such
policies as may be  established  by the Board of Managers) to attempt to avoid
or minimize  potential  losses and turnover  resulting  from the repurchase of
shares.

MANDATORY REDEMPTIONS

            As noted in the  prospectus,  the  Fund  has the  right to  redeem
shares under certain  circumstances.  Such mandatory  redemptions  may be made
if:

o     shares  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  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
                  U.S. 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 OFI Institutional,  or
                  may  subject the Fund or any  shareholders  to an undue risk
                  of adverse tax or other fiscal consequences;

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  or
                  portion thereof.

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.

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

      The Trustees have appointed an Audit Committee, comprised of Messrs.
Wold, Wickler and Abdow, all of whom are independent Trustees.  The Board of
Trustees does not have a standing nominating or compensation committee.

      The Audit Committee furnishes the Board with recommendations regarding
the selection of the independent auditor.  Other functions of the Audit
Committee include: (i) reviewing the scope and results of audits and the
audit fees charged; (ii) reviewing reports from the Fund's independent
auditor regarding the adequacy of the Fund's internal accounting procedures
and controls; and (iii) establishing a separate line of communication between
the Fund's independent auditors and its Non-Affiliated Trustees.

      Based on the Audit Committee's recommendation, the Board of Trustees of
the Fund, including a majority of the Non-Affiliated Trustees, selected Ernst
& Young LLP ("Ernst & Young") as auditors of the Fund.  Ernst & Young also
serves as auditors for certain other funds for which the Manager acts as
investment advisor.

Trustees and Officers of the Fund.  The Fund's Trustees and officers and
their positions held with the Fund and length of service in such position(s)
and their principal occupations and business affiliations during the past
five years are listed below.  Each of the Trustees except Mr. Murphy and Mr.
Walcott are independent trustees, as defined in the Investment Company Act.
Mr. Murphy is an "interested trustee," because he is affiliated with the
Manager by virtue of his positions as an officer and director of the Manager,
and as a shareholder of its parent company.  Mr. Walcott is an "interested
trustee" by virtue of his former position as an officer of the Manager's
parent company.  Mr. Murphy was elected as a Trustee of the Fund with the
understanding that in the event his affiliation with the Manager is
terminated, he will resign as a trustee of the Fund and the other Board IV
Funds for which he is a trustee or director.  All information is as of
December 31, 2002.  All of the Trustees are Trustees or Managers of the
following Oppenheimer funds (referred to as "Board IV Funds"):


                  Oppenheimer Tremont Market Neutral Fund LLC
                    Oppenheimer Tremont Opportunity Fund LLC
                          Oppenheimer Real Estate Fund
                        Oppenheimer Multi Cap Value Fund
                     OFI Tremont Market Neutral Hedge Fund
                    OFI Tremont Core Diversified Hedge Fund
                      Oppenheimer International Value Fund
                 Oppenheimer International Large Cap Core Fund
                       Oppenheimer Total Return Bond Fund

      Messrs. Murphy, Wixted and Zack and Mses. Feld and Ives who are
officers of the Fund, respectively hold the same offices with the other
Oppenheimer funds.  Ms. Lee is also an officer of the Fund.  As of the date
of this Statement of Additional Information, the Trustees and the officers of
the Fund as a group owned less than 1% of the outstanding shares of the Fund.
The foregoing statement does not reflect ownership of shares of the Fund held
of record by an employee benefit plan for employees of the Manager, other
than the shares beneficially owned under the plan by the officers of the Fund
listed above. In addition, each Independent Trustee, and his family members,
do not own securities of either the Manager or Distributor of the Board IV
funds or any person directly or indirectly controlling, controlled by or
under common control with the Manager or Distributor.







The address of each Trustee and Interested Trustee in the charts below is
6803 S. Tucson Way, Centennial, CO 80112-3924. Each Trustee serves for an
indefinite term, until his or her resignation, retirement, death or removal.

-------------------------------------------------------------------------------------
                                Independent Trustees
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During Past 5     Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                                         Beneficially
                                                                         Owned in
                    Years;                                    Range of   Any of the
Position(s) Held    Other Trusteeships/Directorships Held by  Shares     Oppenheimer
with Fund,          Trustee;                                  BeneficiallFunds
Length of Service,  Number of Portfolios in Fund Complex      Owned in   Overseen
Age                 Currently Overseen by Trustee             the Fund   by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2002
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Ronald J. Abdow,    President (since 1959) of Abdow           $0         Over
Trustee since 2002, Corporation (operator of restaurants);               $100,000
Age: 71             Trustee of the following real estate
                    businesses (owners and operators of
                    restaurants): G&R Realty Co. Trust
                    (since 1978), G&R Trust (since 1973),
                    Abdow Partnership (since 1975), Auburn
                    Associates (since 1983); Hazard
                    Associates (since 1985); Chairman (since
                    1996) of  Western Mass Development Corp.
                    (non-profit development); Chairman of
                    American International College
                    (non-profit college); Trustee (since
                    1993) of MML Series Investment Fund and
                    Trustee (since 1994) of MassMutual
                    Institutional Funds (MMIF) (open-end
                    investment companies). Oversees 11
                    portfolios in the OppenheimerFunds
                    complex.*
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Joseph M. Wikler,   Self-employed as an investment            $0         $10,001-$50,000
Trustee since       consultant; a director (since 1996) of
2002,               Lakes Environmental Association, and
Age: 62             Medintec (since 1992) and Cathco (since
                    1995) (medical device companies); and a
                    member of the investment committee of
                    the Associated Jewish Charities of
                    Baltimore (since 1994); formerly a
                    director of Fortis/Hartford mutual funds
                    (1994 - December 2001). Oversees 9
                    portfolios in the OppenheimerFunds
                    complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Peter I. Wold,      President of Wold Properties, Inc. (an    $0         Over
Trustee since       oil and gas exploration and production               $100,000
2002,               company); Vice President, Secretary and
Age: 55             Treasurer of Wold Trona Company, Inc.
                    (soda ash processing and production);
                    Vice President of Wold Talc Company,
                    Inc. (talc mining); Managing Member,
                    Hole-in-the-Wall Ranch (cattle
                    ranching); formerly Director and
                    Chairman of the Board, Denver Branch of
                    the Federal Reserve Bank of Kansas City
                    (1993-1999) and Director of PacifiCorp.
                    (1995 - 1999), an electric utility.
                    Oversees 9 portfolios in the
                    OppenheimerFunds complex.
-------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------
                                 Interested Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,               Principal Occupation(s) During Past 5     Dollar     Aggregate
                                                                         Dollar
                                                                         Range Of
                                                                         Shares
                                                                         Beneficially
                                                                         Owned in
                    Years;                                    Range of   Any of the
Position(s) Held    Other Trusteeships/Directorships Held by  Shares     Oppenheimer
with Fund,          Trustee;                                  BeneficiallFunds
Length of Service,  Number of Portfolios in Fund Complex      Owned in   Overseen
Age                 Currently Overseen by Trustee             the Fund   by Trustee
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2002
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Eustis Walcott,     Principal with Ardsley Associates (since  $0         $10,001-$50,000
                    2000) (consulting firm); formerly Senior
Trustee since       Vice President, MassMutual Financial
2002,               Group (May 1990 - July 2000). Trustee
Age: 65             (since 2000) of Cornerstone Real Estate
                    Advisors and MML Investors Services,
                    Trustee of OFI Trust Company (since
                    2001) and of the American International
                    College (since 1995). Oversees 9
                    portfolios in the OppenheimerFunds
                    complex.
-------------------------------------------------------------------------------------
* For purposes of this section only,  "Fund Complex"  includes the Oppenheimer
funds,  MassMutual  Institutional  Funds  and MML  Series  Investment  Fund in
accordance  with  the  instructions  for  Form  N-1A.  The  Manager  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.

      The address of Mr. Murphy in the chart below is 498 Seventh Avenue, New
York, NY 10018. Mr. Murphy serves for an indefinite term, until his
resignation, death or removal.

-------------------------------------------------------------------------------------
                           Interested Trustee and Officer
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                Principal Occupation(s) During Past 5     Dollar    Aggregate
                                                                         Dollar
                     Years;                                              Range Of
                                                                         Shares
                     Other Trusteeships/Directorships Held by  Range of  Beneficially
Position(s) Held     Trustee;                                  Shares    Owned in
with Fund,                                                     Beneficialany of the
Length of Service;   Number of Portfolios in Fund Complex      Owned in  Oppenheimer
Age                  Currently Overseen by Trustee             the Fund  Funds
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
                                                                As of December 31,
                                                                       2002
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
John V. Murphy,      Chairman, Chief Executive Officer and     $0        $0
President, Trustee   director (since June 2001) and President
and Chairman of the  (since September 2000) of the Manager;
Board,               President and a director or trustee of
Trustee since 2002   other Oppenheimer funds; President and a
Age: 53              director (since July 2001) of
                     Oppenheimer Acquisition Corp. (the
                     Manager's parent holding company) and of
                     Oppenheimer Partnership Holdings, Inc.
                     (a holding company subsidiary of the
                     Manager); a director (since November
                     2001) of OppenheimerFunds Distributor,
                     Inc. (a subsidiary of the Manager);
                     Chairman and a director (since July
                     2001) of Shareholder Services, Inc. and
                     of Shareholder Financial Services, Inc.
                     (transfer agent subsidiaries of the
                     Manager); President and a director
                     (since July 2001) of OppenheimerFunds
                     Legacy Program (a charitable trust
                     program established by the Manager); a
                     director of the investment advisory
                     subsidiaries of the Manager: OFI
                     Institutional Asset Management, Inc. and
                     Centennial Asset Management Corporation
                     (since November 2001), HarbourView Asset
                     Management Corporation and OFI Private
                     Investments, Inc. (since July 2001);
                     President (since November 1, 2001) and a
                     director (since July 2001) of
                     Oppenheimer Real Asset Management, Inc.;
                     a director (since November 2001) of
                     Trinity Investment Management Corp. and
                     Tremont Advisers, Inc. (Investment
                     advisory affiliates of the Manager);
                     Executive Vice President (since February
                     1997) of Massachusetts Mutual Life
                     Insurance Company (the Manager's parent
                     company); a director (since June 1995)
                     of DLB Acquisition Corporation (a
                     holding company that owns the shares of
                     David L. Babson & Company, Inc.);
                     formerly, Chief Operating Officer
                     (September 2000-June 2001) of the
                     Manager; President and trustee (November
                     1999-November 2001) of MML Series
                     Investment Fund and MassMutual
                     Institutional Funds (open-end investment
                     companies); a director (September
                     1999-August 2000) of C.M. Life Insurance
                     Company; President, Chief Executive
                     Officer and director (September
                     1999-August 2000) of MML Bay State Life
                     Insurance Company; a director (June
                     1989-June 1998) of Emerald Isle Bancorp
                     and Hibernia Savings Bank (a
                     wholly-owned subsidiary of Emerald Isle
                     Bancorp). Oversees 74 portfolios in the
                     OppenheimerFunds complex.
-------------------------------------------------------------------------------------


      The address of the Officers in the chart below is as follows: for Mr.
Zack and Mses. Lee and Feld, 498 Seventh Avenue, New York, NY 10018, for
Messrs. Masterson, Vottiero and Wixted and Mses. Bechtolt and Ives, 6803 S.
Tucson Way, Centennial, CO 80112-3924. Each Officer serves for an annual term
or until his or her earlier resignation, death or removal.

-------------------------------------------------------------------------------------
                                Officers of the Fund
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Name,                          Principal Occupation(s) During Past 5 Years
Position(s) Held with Fund,
Length of Service,
Age
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Brian W. Wixted,               Senior Vice President and Treasurer (since March
Treasurer, Principal           1999) of the Manager; Treasurer (since March 1999)
Financial and Accounting       of HarbourView Asset Management Corporation,
Officer since 2002             Shareholder Services, Inc., Oppenheimer Real Asset
Age: 43                        Management Corporation, Shareholder Financial
                               Services, Inc., Oppenheimer Partnership Holdings,
                               Inc., OFI Private Investments, Inc. (since March
                               2000), OppenheimerFunds International Ltd. and
                               Oppenheimer Millennium Funds plc (since May 2000)
                               and OFI Institutional Asset Management, Inc. (since
                               November 2000); Treasurer and Chief Financial
                               Officer (since May 2000) of Oppenheimer Trust
                               Company (a trust company subsidiary of the Manager);
                               Assistant Treasurer (since March 1999) of
                               Oppenheimer Acquisition Corp. and OppenheimerFunds
                               Legacy Program (since April 2000); formerly
                               Principal and Chief Operating Officer (March
                               1995-March 1999) of Bankers Trust Company-Mutual
                               Fund Services Division. An officer of 90 portfolios
                               in the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Connie Bechtolt,               Assistant Vice President of the Manager  (since
Assistant Treasurer since 2002 September 1998); formerly Manager/Fund Accounting
Age: 39                        (September 1994-September 1998) of the Manager. An
                               officer of 90 portfolios in the OppenheimerFunds
                               complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip Vottiero,               Vice President/Fund Accounting of the Manager (since
Assistant Treasurer since 2002 March 2002; formerly Vice President/Corporate
Age: 40                        Accounting of the Manager (July 1999-March 2002)
                               prior to which he was Chief Financial Officer at
                               Sovlink Corporation (April 1996-June 1999). An
                               officer of 90 portfolios in the OppenheimerFunds
                               complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Robert G. Zack,                Senior Vice President (since May 1985) and General
Secretary since 2002           Counsel (since February 2002) of the Manager;
Age: 54                        General Counsel and a director (since November 2001)
                               of OppenheimerFunds Distributor, Inc.; Senior Vice
                               President and General Counsel (since November 2001)
                               of HarbourView Asset Management Corporation; Vice
                               President and a director (since November 2000) of
                               Oppenheimer Partnership Holdings, Inc.; Senior Vice
                               President, General Counsel and a director (since
                               November 2001) of Shareholder Services, Inc.,
                               Shareholder Financial Services, Inc., OFI Private
                               Investments, Inc., Oppenheimer Trust Company and OFI
                               Institutional Asset Management, Inc.; General
                               Counsel (since November 2001) of Centennial Asset
                               Management Corporation; a director (since November
                               2001) of Oppenheimer Real Asset Management, Inc.;
                               Assistant Secretary and a director (since November
                               2001) of OppenheimerFunds International Ltd.; Vice
                               President (since November 2001) of OppenheimerFunds
                               Legacy Program; Secretary (since November 2001) of
                               Oppenheimer Acquisition Corp.; formerly Acting
                               General Counsel (November 2001-February 2002) and
                               Associate General Counsel (May 1981-October 2001) of
                               the Manager; Assistant Secretary of Shareholder
                               Services, Inc. (May 1985-November 2001), Shareholder
                               Financial Services, Inc. (November 1989-November
                               2001); OppenheimerFunds International Ltd. And
                               Oppenheimer Millennium Funds plc (October
                               1997-November 2001). An officer of 90 portfolios in
                               the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Katherine P. Feld,             Vice President and Senior Counsel (since July 1999)
Assistant Secretary since 2002 of the Manager; Vice President (since June 1990) of
Age: 45                        OppenheimerFunds Distributor, Inc.; Director, Vice
                               President and Assistant Secretary (since June 1999)
                               of Centennial Asset Management Corporation; Vice
                               President (since 1997) of Oppenheimer Real Asset
                               Management, Inc.; formerly Vice President and
                               Associate Counsel of the Manager (June 1990-July
                               1999). An officer of 90 portfolios in the
                               OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Kathleen T. Ives,              Vice President and Assistant Counsel (since June
Assistant Secretary since 2002 1998) of the Manager; Vice President (since 1999) of
Age: 37                        OppenheimerFunds Distributor, Inc.; Vice President
                               and Assistant Secretary (since 1999) of Shareholder
                               Services, Inc.; Assistant Secretary (since December
                               2001) of OppenheimerFunds Legacy Program and
                               Shareholder Financial Services, Inc.; formerly
                               Assistant Vice President and Assistant Counsel of
                               the Manager (August 1997-June 1998); Assistant
                               Counsel of the Manager (August 1994-August 1997). An
                               officer of 90 portfolios in the OppenheimerFunds
                               complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Dina C. Lee,                   Assistant Vice President and Assistant Counsel of
Assistant Secretary since 2002 the Manager (since December 2000); formerly an
Age: 33                        attorney and Assistant Secretary of Van Eck Global
                               (until December 2000). An officer of 7 portfolios in
                               the OppenheimerFunds complex.
-------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------
Philip T. Masterson,           Vice President and Assistant Counsel of the Manager
Assistant Secretary since 2002 (since July 1998); formerly, an associate with
Age: 39                        Davis, Graham, & Stubbs LLP (January 1997-June
                               1998). An officer of 90 portfolios in the
                               OppenheimerFunds complex.
-------------------------------------------------------------------------------------


      |X| Remuneration of Trustees. The officers of the Fund and one Trustee
of the Fund (Mr. Murphy) who are affiliated with the Manager receive no
salary or fee from the Fund. The Trustees of the Fund received the
compensation shown below from the Fund with respect to the Fund's period
ended March 31, 2003. The compensation from all of the Board IV Funds
represents compensation received as a trustee, manager or member of a
committee (if applicable) of the boards of those funds during the calendar
year ended December 31, 2002.

COMPENSATION

--------------------------------------------------------------------------
Manager Name and Other Fund          Aggregate        Total Compensation
                                                      From Fund and Fund
                                                       Complex Paid to
                                 Compensation from    Managers (3 funds)
Position(s) (as applicable)            Fund1                 2, *
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Ronald J. Abdow                        $1,000              $18,000
Audit Committee Member
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Eustis Walcott                         $1,000              $18,000
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Joseph M. Wikler                       $1,000              $18,000
Audit Committee Chairman
--------------------------------------------------------------------------
--------------------------------------------------------------------------
Peter I. Wold                          $1,000              $18,000
Audit Committee Member
--------------------------------------------------------------------------
1.    Aggregate   Compensation   from   Fund   includes   fees  and   deferred
   compensation, if any, for a Manager.
2.  Total  Compensation  includes  compensation  paid  only  by the  following
   Board  IV  Funds  which  began  operations  prior  to  December  31,  2002:
   Oppenheimer   Real  Estate   Fund,   Oppenheimer   Multi  Cap  Value  Fund,
   Oppenheimer  Tremont  Market  Neutral  Fund,  LLC and  Oppenheimer  Tremont
   Opportunity Fund, LLC.

* For purposes of this section only,  "Fund Complex"  includes the Oppenheimer
funds,  MassMutual  Institutional  Funds  and MML  Series  Investment  Fund in
accordance  with  the  instructions  for  Form  N-1A.  The  Manager  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.


            The  Managers  who  are  not  employees  of  OFI,   including  its
affiliates,  are each paid an annual  retainer of $16,000 and per meeting fees
of $500.  The other  Managers  receive  no annual or other fees from the Fund.
All  Managers  are  reimbursed  by the Fund for their  reasonable  travel  and
out-of-pocket   expenses.   The   Managers  do  not  receive  any  pension  or
retirement  benefits  from the Fund.  The  officers of the Fund do not receive
any additional compensation from the Fund.

            The  Trustees   serve  on  the  Board  for  terms  of   indefinite
duration.  A  Trustee's  position  in  that  capacity  will  terminate  if the
Trustee is removed,  resigns or is subject to various disabling events such as
death or  incapacity.  A Trustee may resign upon 90 days' prior written notice
to the other Trustees,  and may be removed either by vote of two-thirds of the
Trustees not subject to the removal vote or vote of the  shareholders  holding
not less than  two-thirds of the total number of votes  eligible to be cast by
all  shareholders.  The Trustees will render assistance to shareholders on the
question of the removal of  Trustees in the manner  required by Section  16(c)
of the  Investment  Company  Act. In the event of any vacancy in the  position
of a Trustee,  the remaining  Trustees may appoint an individual to serve as a
Trustee,  so long as immediately after such appointment at least two-thirds of
the Trustees  then serving  would have been elected by the  shareholders.  The
Trustees  may  call a  meeting  of  shareholders  to fill any  vacancy  in the
position  of a Trustee,  and must do so within 60 days after any date on which
Trustees who were elected by the  shareholders  cease to constitute a majority
of the Trustees  then  serving.  If no Trustee  remains to manage the business
of the Fund,  OFI  Institutional  may manage and  control  the Fund,  but must
convene a meeting  of  shareholders  within 60 days for the  purpose of either
electing new Trustees or dissolving the Fund.

                         INVESTMENT ADVISORY SERVICES
THE INVESTMENT ADVISER

            OFI Institutional  Asset  Management,  Inc. (the "Adviser" or "OFI
Institutional")  serves  as the  Fund's  investment  adviser,  subject  to the
ultimate  supervision  of and  subject  to  any  policies  established  by the
Board. OFI Institutional Asset Management,  Inc. is a wholly-owned  subsidiary
of  OppenheimerFunds,  Inc.,  which is a in turn is a wholly-owned  subsidiary
of  Oppenheimer  Acquisition  Corporation,  which  in turn is a  wholly  owned
subsidiary of Massachusetts Mutual Life Insurance Company ("MassMutual").

            Pursuant to the terms of an investment  advisory agreement entered
into between the Fund and OFI  Institutional  dated as of January 2, 2003 (the
"Advisory  Agreement"),  OFI  Institutional  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.

            OFI  Institutional  is authorized,  subject to the approval of the
Board and Trustees,  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  OFI  Institutional  in  providing  these  services,   subject  to  the
requirement  that OFI supervise the rendering of any such services to the Fund
by its affiliates.

            As  compensation  for  services  required  to be  provided  by OFI
Institutional   under  the   Advisory   Agreement,   the  Fund  will  pay  OFI
Institutional  a monthly  fee (the  "Management  Fee")  computed at the annual
rate of 1.50% of the aggregate  value of outstanding  shares  determined as of
the last day of the month  (before  any  repurchases  of  shares,  as  defined
below).

            The  Advisory  Agreement  was  approved by the Board  (including a
majority of the Independent Trustees),  at a meeting held in person on October
21, 2002, and was approved on December 16, 2002 by OppenheimerFunds,  Inc., of
which  OFI  Institutional  is a  wholly-owned  subsidiary,  as the  then  sole
shareholder  of the  Fund on  behalf  of OFI  Institutional.  The  Independent
Trustees were provided with data as to the  qualifications  of the  Investment
Adviser's  personnel  and the quality and extent of the  services  rendered to
investment companies.  The Board particularly  considered:  (1) the investment
record of the Investment Adviser, and its immediate parent,  OppenheimerFunds,
Inc.  ("OFI") in managing  other  investment  companies  for which they act as
investment adviser, and (2) data as to investment  performance,  advisory fees
and  expense  ratios  of  other  investment   companies  not  advised  by  the
Investment  Adviser or OFI but believed to be in the same  overall  investment
and size  category as the Fund.  In arriving at a decision,  the Board did not
single out any one factor or group of  factors  as being more  important  than
other  factors,  but  considered  all factors  together.  The Board judged the
terms and  conditions  of the Advisory  Agreement,  including  the  investment
advisory fee, in light of all of the surrounding circumstances,  and found the
Advisory  Agreement to be fair and reasonable and in the best interests of the
Fund.

            The Advisory  Agreement  has an initial term of two years from the
date of its  execution,  and may be  continued  in  effect  from  year to year
thereafter if such  continuance  is approved  annually by the Board or by vote
of a majority of the outstanding voting securities of the Fund;  provided that
in  either  event  the  continuance  is also  approved  by a  majority  of the
Independent  Trustees  by vote  cast in person  at a  meeting  called  for the
purpose of voting on such  approval.  The  Advisory  Agreement  is  terminable
without penalty,  on 60 days' prior written notice: by the Board; by vote of a
majority  of  the  outstanding  voting  securities  of  the  Fund;  or by  OFI
Institutional.  The Advisory  Agreement  also provides that it will  terminate
automatically  in the event of its  "assignment," as defined by the Investment
Company Act and the rules thereunder.

            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,  OFI Institutional 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 OFI  Institutional
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 OFI
Institutional  shall no longer  act as  investment  adviser  of the Fund,  OFI
Institutional   may   withdraw   the  right  of  the  Fund  to  use  the  name
"Oppenheimer" as part of its name.

            OFI  Institutional or its designee maintains the Fund's accounts,
books and other documents required to be maintained under the Investment
Company Act at OppenheimerFunds, Inc., 498 Seventh Avenue, New York, New
York  10018.


            Portfolio  Proxy Voting.  OppenheimerFunds,  Inc. has delegated to
Tremont Partners,  Inc., as the Fund's investment sub-adviser,  responsibility
for  voting  proxies  relating  to  securities  owned  by the  Fund.  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,  if  any,  the  Fund's  primary  consideration  in  voting
portfolio  proxies  would  be the  financial  interests  of the  Fund  and its
shareholders.

THE INVESTMENT MANAGER

            As authorized by the Advisory  Agreement,  Tremont Partners,  Inc.
("Tremont"),   an  affiliate   of  OFI   Institutional,   has  been   assigned
responsibility for providing day-to-day  investment management services to the
Fund,  subject to the supervision of OFI  Institutional.  Tremont is primarily
responsible for the selection of Portfolio  Managers and the allocation of the
assets of the Fund for investment among the Portfolio  Managers.  In addition,
Tremont is  responsible  for  investing  the cash portion of the Fund's assets
not invested in Portfolio Funds or through  Portfolio  Accounts.  Tremont is a
majority owned  subsidiary of Oppenheimer  Acquisition  Corporation,  which in
turn is a wholly owned subsidiary of MassMutual.

            Tremont  provides  services to the Fund pursuant to the terms of a
sub-advisory  agreement  entered  into between OFI  Institutional  and Tremont
dated  as  of  November   20,   2001  (the   "Sub-Advisory   Agreement").   In
consideration of the services provided by Tremont,  OFI  Institutional  pays a
monthly  fee to  Tremont  equal to 50% of the  amount  of the  Management  Fee
earned by OFI Institutional pursuant to the Advisory Agreement.

            The Sub-Advisory  Agreement was approved by the Board (including a
majority  of the  Independent  Managers),  at a  meeting  held  in  person  on
October 21, 2002,  and was approved on December 16, 2002 by  OppenheimerFunds,
Inc., of which OFI  Institutional  is a wholly-owned  subsidiary,  as the then
sole  shareholder  of the  Fund  on  behalf  of OFI  Institutional.  As in the
case of the Advisory  Agreement,  the Independent  Trustees were provided with
data as to the  qualifications of the Investment  Manager's  personnel and the
quality  and  extent  of  its  advisory   services.   The  Board  particularly
considered Tremont's investment record in managing  multi-manager hedge funds.
In  arriving  at a  decision,  the Board did not  single out any one factor or
group of factors as being more important  than other  factors,  but considered
all  factors  together.  The Board  judged  the terms  and  conditions  of the
Sub-Advisory  Agreement,  including the  investment  advisory fee, in light of
all of the surrounding circumstances,  and found the Sub-Advisory Agreement to
be fair and reasonable and in the best interests of the Fund.

            The  Sub-Advisory  Agreement has an initial term of two years from
the date of its  execution,  and may be  continued in effect from year to year
thereafter if such  continuance  is approved  annually by the Board or by vote
of a majority of the outstanding voting securities of the Fund;  provided that
in  either  event  the  continuance  is also  approved  by a  majority  of the
Independent  Trustees  by vote  cast in person  at a  meeting  called  for the
purpose of voting on such approval.  The Sub-Advisory  Agreement is terminable
without penalty,  on 60 days' prior written notice: by the Board; by vote of a
majority  of  the   outstanding   voting   securities  of  the  Fund;  by  OFI
Institutional;  or by Tremont.  The Sub-Advisory  Agreement also provides that
it will terminate  automatically in the event of its  "assignment," as defined
by the Investment Company Act and the rules thereunder.

            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,  Tremont is not liable to the Fund or to Institutional 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  Tremont  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 Tremont  shall no
longer act as investment  manager of the Fund,  Tremont may withdraw the right
of the Fund to use the name "Tremont" as part of its name.

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
OFI  Institutional  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
                  Portfolio Funds;
o     all costs and expenses  associated  with the operation and  registration
                  of the  Fund,  ongoing  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 Portfolio  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  Trustees,  Managers,  independent  auditors 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 Trustees.

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

CODES OF ETHICS

            The  Fund,  OFI   Institutional,   Tremont  and   OppenheimerFunds
Distributor,  Inc. ("OFDI"),  the Fund's 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  Trustees  and the  officers  and
directors  of OFI  Institutional  and  Tremont,  as well as  employees  of OFI
Institutional  and Tremont 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 Securities and Exchange  Commission 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.

                            CONFLICTS OF INTEREST
OFI INSTITUTIONAL

            OFI   Institutional  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.  OFI  Institutional  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  OFI   Institutional.   OFI
Institutional  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

            Tremont 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.  Tremont  and the  investment  professionals  who,  on  behalf  of
Tremont,  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 so much time to the
affairs of the Fund as in their judgment is necessary and appropriate.

PARTICIPATION IN INVESTMENT OPPORTUNITIES

            Tremont 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,  Tremont 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  Tremont  will  cause one or more  Tremont  Accounts  to commit a larger
percentage of their  respective  assets to an investment  opportunity  than to
which Tremont will commit the Fund's assets.  There also may be  circumstances
under  which  Tremont  will  consider  participation  by Tremont  Accounts  in
investment  opportunities in which Tremont does not intend to invest on behalf
of the Fund, or vice versa.

            Tremont 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 Tremont  determines that it would be appropriate for the Fund
and one or more Tremont  Accounts to participate in an investment  transaction
in the same  Portfolio  Fund or other  investment  at the same  time,  it will
attempt  to  aggregate,  place and  allocate  orders on a basis  that  Tremont
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 Tremont  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 Tremont 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 Portfolio Managers with respect to Portfolio 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 Tremont 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 Tremont,  or by Tremont 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,  OFI  Institutional,
Tremont 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 OFI  Institutional or Tremont,
except for  accounts  as to which OFI  Institutional,  Tremont 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 OFI  Institutional,  Tremont or
one of their  affiliates  serving as an  investment  adviser  to the  account.
These  transactions   would  be  made  in  circumstances   where  Tremont  has
determined  it would be  appropriate  for the Fund to purchase (or sell),  and
Tremont  or OFI  Institutional  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 OFI  Institutional,  Tremont and
their affiliates,  and of their respective  directors,  officers or employees,
may give rise to additional conflicts of interest.

                                 TAX ASPECTS
            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 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.  This  summary  also  does  not  discuss  tax  consequences  that may be
relevant  to persons who are neither  U.S.  persons  within the meaning of the
Code nor persons exempt from Federal income tax.

Tax Treatment of Fund Operations
--------------------------------

      Qualification as a Regulated Investment Company.  As a regulated
      -----------------------------------------------
investment company, the Fund is not subject to Federal income tax on the
portion of its net investment income (that is, taxable interest, dividends,
and other taxable ordinary income, net of expenses and net short-term capital
gain in excess of long-term capital loss) and capital gain net income (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 income and realized 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 it did not qualify as a regulated investment company, the
Fund would be treated for Federal income tax purposes as an ordinary
corporation and would receive no tax deduction for payments made to
shareholders.

      To qualify as a regulated investment company, the Fund must distribute
at least 90% of its investment company taxable income (in brief, net
investment income and the excess of net short-term capital gain over net
long-term capital loss) for the taxable year. The Fund must also satisfy
certain other requirements of the 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 at least 98% of its
taxable investment income earned from January 1 through December 31 of that
year and at least 98% of its capital gains realized in the period from
November 1 of the prior year through October 31 of the current year. If it
does not, the Fund must pay an excise tax on the amounts not distributed. It
is presently anticipated that the Fund will meet those requirements. To meet
these requirements, in certain circumstances the Fund might be required to
liquidate portfolio investments to make sufficient distributions. However,
the Board of Trustees and the Manager might determine in a particular year
that it would be in the best interests of shareholders for the Fund not to
make such distributions at the required levels and to pay the excise tax on
the undistributed amounts. That would reduce the amount of income or capital
gains available for distribution to shareholders.

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.1  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 taxable in the proportion to which such property
is  financed  by  "acquisition  indebtedness"  during the  relevant  period of
time.  Accordingly,  a tax-exempt U.S.  person  investing in the Fund will not
realize UBTI with respect to an unleveraged  investment in shares.  Tax-exempt
U.S.  persons are urged to consult their own tax advisors  concerning the U.S.
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--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   Institutional  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 Members may currently  maintain
relationships  with OFI  Institutional,  Tremont 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 Members  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
Members 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 Members  should consult their legal advisers
regarding the  consequences  under ERISA and the Code of the  acquisition  and
ownership of shares.

                                  BROKERAGE
            Each Portfolio Manager is directly  responsible for placing orders
for  the  execution  of  portfolio  transactions  for  the  Portfolio  Fund or
Portfolio  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 a Portfolio Fund or Portfolio  Account,  each Portfolio 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  Portfolio  Manager
generally  will seek  reasonably  competitive  commission  rates,  a Portfolio
Manager  will not  necessarily  pay the lowest  commission  available  on each
transaction.  The  Portfolio  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 Portfolio Managers with
respect to  Portfolio  Funds may vary and will be governed  by each  Portfolio
Fund's organizational documents.

            Consistent   with  the   principle   of  seeking  best  price  and
execution,  a  Portfolio  Manager  may place  orders for a  Portfolio  Fund or
Portfolio  Account with brokers  that  provide the  Portfolio  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
Portfolio  Managers are not necessarily  reduced as a result of the receipt of
this supplemental  information,  which may be useful to the Portfolio Managers
or their affiliates in providing  services to clients other than the Portfolio
Funds and the  Portfolio  Accounts  they manage.  In addition,  not all of the
supplemental  information  is  necessarily  used  by a  Portfolio  Manager  in
connection   with  the  Portfolio  Fund  or  Portfolio   Account  it  manages.
Conversely,  the  information  provided to a Portfolio  Manager by brokers and
dealers  through  which  other  clients  of  the  Portfolio   Manager  or  its
affiliates  effect  securities  transactions  may be useful  to the  Portfolio
Manager in providing services to the Portfolio Fund or a Portfolio Account.

            It  is  anticipated  that  Portfolio   Managers   (including  each
Portfolio  Manager  retained to manage a  Portfolio  Account)  will  generally
follow  brokerage  placement  practices  similar to those described above. The
brokerage  placement  practices  described  above  will  also be  followed  by
Tremont to the extent it places  transactions for the Fund.  However,  certain
Portfolio  Managers  (other than those managing  Portfolio  Accounts) may have
policies that permit the use of brokerage  commissions  of a Portfolio Fund to
obtain  products  or  services  that  are not  research  related  and that may
benefit the Portfolio Manager.
                             VALUATION OF ASSETS
            The  Board  of  Trustees  has   established   procedures  for  the
valuation  of the  Fund's  securities.  In  general  those  procedures  are as
follows:

            Equity  securities,  puts,  calls  and  futures  traded  on a U.S.
            securities exchange or on NASDAQ are valued as follows:

                  (1) if last sale  information  is regularly  reported,  they
                     are  valued  at  the  last  reported  sale  price  on the
                     principal  exchange  on  which  they  are  traded  or  on
                     NASDAQ, as applicable, on that day, or

                  (2)  if  last  sale   information  is  not  available  on  a
                     valuation  date,  they are  valued  at the last  reported
                     sale price  preceding the valuation  date if it is within
                     the spread of the  closing  "bid" and  "asked"  prices on
                     the  valuation  date or,  if not,  at the  closing  "bid"
                     price on the valuation date.

            Equity  securities  traded  on  a  foreign   securities   exchange
            generally are valued in one of the following ways:

                  (1) at the last sale price  available to the pricing service
                     approved by the Board of Trustees, or

                  (2) at the last sale  price  obtained  by  OppenheimerFunds,
                     Inc.  ("OFI") 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 Trustees  or  obtained by OFI 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.

            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 Trustees.
            If OFI 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  Portfolio  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  Trustees.  As  described  in  the
            prospectus,  with respect to its interests in Portfolio Funds, the
            Fund will  normally  rely on  valuation  information  provided  by
            Portfolio   Managers   as  being   the   "fair   value"   of  such
            investments.  The Board of Trustees,  however,  will consider such
            information  provided  by  Portfolio  Managers,  as well as  other
            available  information,  and  may  possibly  conclude  in  unusual
            circumstances  that  the  information   provided  by  a  Portfolio
            Manager  does  not  represent  the  "fair  value"  of  the  Fund's
            interests in Portfolio 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,  OFI may
            use  pricing  services  approved  by the  Board of  Trustees.  The
            pricing  service may use  "matrix"  comparisons  to the prices for
            comparable  instruments  on  the  basis  of  quality,  yield,  and
            maturity.  Other  special  factors  may be  involved  (such as the
            tax-exempt  status of the interest paid by municipal  securities).
            OFI 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 OFI 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 AUDITORS AND LEGAL COUNSEL
            Ernst  & Young  LLP  serves  as the  independent  auditors  of the
Fund.  Its  principal  business  address  is 5  Times  Square,  New  York,  NY
10036.

            Mayer,  Brown,  Rowe & Maw,  New  York,  New  York,  acts  as Fund
Counsel and  Independent  Trustee  Counsel,  and Schulte Roth & Zabel LLP, New
York, New York, acts as Special Fund Counsel.

                                  CUSTODIAN
      Citibank, N.A. (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 OFI Institutional or Tremont 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 is111 Wall Street, New York, New York 10005

                               CONTROL PERSONS
            OppenheimerFunds,  Inc.  ("OFI"),  the  immediate  parent  of  OFI
Institutional,  has  invested  $100,000  in the Fund in order to  provide  the
Fund's  initial  capital,  and has been the sole  shareholder of the Fund. OFI
will  invest an  additional  $25  million  in the Fund at the  closing  of the
initial offering for investment  purposes.  Shares held by OFI and Tremont may
constitute  more than 25% of the  Fund's  shares  when the  Fund's  operations
commence upon the closing of the initial offering of shares,  depending on the
aggregate  investments  made in the Fund by other persons.  By virtue of their
ownership  of  more  than  25% of  the  Fund's  outstanding  shares,  OFI  and
MassMutual  (which  controls  OFI and  Tremont),  may be deemed to control the
Fund and  (depending  on the value of shares then held by other  shareholders)
may be in a position  to control  the outcome of voting on matters as to which
shareholders  are entitled to vote. OFI is a corporation  organized  under the
laws of Colorado and  maintains its  principal  office at 498 Seventh  Avenue,
New York,  New York  10018.  MassMutual  is 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.

            As  of  the  commencement  of  the  Fund's  operations,   OFI  and
MassMutual  were the only persons owning of record or  beneficially 5% or more
of the Fund's outstanding shares.

                       SUMMARY OF DECLARATION OF TRUST
            The following is a summary  description of additional items and of
select  provisions  of  the  Declaration  of  Trust  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  Declaration  of Trust filed as an exhibit to the Fund's
Registration Statement.

LIABILITY OF SHAREHOLDERS;  DUTY OF CARE

      All persons  extending credit to, doing business with,  contracting with
or having or asserting any claim  against the Fund or the Trustees  shall look
only  to  the  assets  of  the  Fund  for  payment   under  any  such  credit,
transaction,   contract  or  claim;  and  neither  the  shareholders  nor  the
Trustees,  nor any of their agents,  whether past, present or future, shall be
personally  liable,  Notice of such disclaimer and agreement  thereto shall be
given in each agreement,  obligation or instrument entered into or executed by
Fund or the Trustees.

      Under  the   Declaration  of  Trust,   there  is  expressly   disclaimed
shareholder  and Trustee  liability for the acts and  obligations of the Fund.
Nothing  in the  Declaration  of Trust  shall,  however,  protect a Trustee or
officer  against  any  liability  to  which  such  Trustee  or  officer  would
otherwise  be  subject  by reason of willful  misfeasance,  bad  faith,  gross
negligence or reckless  disregard of the duties involved in the conduct of the
office of Trustee or of such officer hereunder.

      Massachusetts law permits a shareholder of a business trust (such as
the Fund) to be held personally liability as a "partner" under certain
circumstances.  However, the risk that a Fund shareholder will incur
financial loss from being held liable as a "partner" of the Fund is limited
to the relatively remote circumstances in which the Fund would be unable to
meet its obligations.


                      TERM, DISSOLUTION AND LIQUIDATION

            The  liquidation of the Fund may be authorized at any time by vote
of a majority of the  Trustees or  instrument  executed by a majority of their
number  then in  office,  provided  the  Trustees  find that it is in the best
interest  of the  shareholders  of the Fund or as  otherwise  provided  in the
Declaration of Trust.

            Upon the occurrence of any event of dissolution,  the Board or OFI
Institutional,  acting  as  liquidator  under  appointment  by the  Board  (or
another liquidator,  if the Board does not appoint OFI Institutional 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,  and  (2)  then  to  satisfy  debts,   liabilities  and
obligations owing to the 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  Member 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  not less than  one-third  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 business
trust would normally be entitled to vote,  including the election of Trustees,
approval of the Fund's  investment  advisory  agreement,  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
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 OFI  Institutional or
Tremont  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 31st.  The first fiscal year of the Fund commenced on
the date of the initial closing and ended on March 31, 2003.  For tax
purposes, the Fund adopted the 12-month period ending December 31 of each
year as its taxable year.

                     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.  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  Hedge Fund Index, an index prepared in part by Tremont Advisers,
Inc.,  an  affiliate  of OFI  and  Tremont.  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.



                               FINANCIAL STATEMENTS
            The following comprise the financial statements of the Fund:

o     Independent Auditors' Report

o     Statement of Assets and Liabilities

o     Schedule of Investments

o     Statement of Operations

o     Statement of Changes in Net Assets

o     Statement of Cash Flows

o     Financial Highlights

o     Notes to Financial Statements






REPORT OF INDEPENDENT AUDITORS


To the Shareholders and Board of Trustees of
OFI Tremont Core Diversified Hedge Fund


We have audited the accompanying statement of assets and liabilities of OFI
Tremont Core Diversified Hedge Fund (the "Fund"), including the schedule of
investments, as of March 31, 2003, and the related statements of operations,
cash flows and changes in net assets and the financial highlights for the period
from January 2, 2003 (commencement of operations) to March 31, 2003. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audit.


We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements and
financial highlights are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. Our procedures included confirmation of investments
owned as of March 31, 2003, by correspondence with the custodian and the general
partners/managing members of the investment funds. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.


In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of OFI
Tremont Core Diversified Hedge Fund at March 31, 2003, and the results of its
operations, its cash flows, changes in its net assets and the financial
highlights for the period from January 2, 2003 (commencement of operations) to
March 31, 2003, in conformity with accounting principles generally accepted in
the United States.




STATEMENT OF ASSETS AND LIABILITIES

OFI Tremont Core Diversified Hedge Fund

Assets
                                                                  March 31,
2003

--------------
Investments in investment funds, at value (cost $23,775,032)      $
24,432,965
Cash and cash equivalents (cost $1,329,516)
1,329,516
Receivable from Adviser
45,019

--------------
Total Assets
25,807,500

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

Liabilities

Management fee
95,714
Professional fees
33,500
Administration fee
9,572
Insurance fees
6,000
Trustees' fees and expenses
4,000
Printing fees
2,000
Miscellaneous fees
5,825

--------------
Total Liabilities
156,611

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

Net Assets                                                        $
25,650,889

==============

Composition of Net Assets
Par value of shares of beneficial interest
    ($0.001 par value, unlimited shares authorized)               $
25
Additional paid-in capital
24,992,931
Net unrealized appreciation on investments
657,933

--------------
Net Assets                                                        $
25,650,889

==============

Net Asset Value Per Share
     (based on net assets of $25,650,889 and 25,100 shares        $
1,021.95

==============
     of beneficial interest outstanding)



The accompanying notes are an integral part of these financial statements.


SCHEDULE OF INVESTMENTS, MARCH 31, 2003
OFI Tremont Core Diversified Hedge Fund


                                                  % of

Investment                             % of Net
Description                                     Fund Held      Cost
Value        Assets    Liquidity*
----------------------------------------------------------------------------------------------------------------


Investment Funds
Convertible Arbitrage
Advent Convertible Arbitrage Fund, L.P.               1.5%  $1,625,002
$1,719,067       6.7%    Quarterly
Forest Fulcrum Fund, L.P.                             2.1    1,500,002
1,582,730       6.2      Monthly

-----------------------------------
Total Convertible Arbitrage                                  3,125,004
3,301,797      12.9

Equity Market Neutral
Barclays Global Investors The 32 Capital Fund
Ltd.                                                  0.5    1,625,002
1,652,913       6.4      Monthly
Twin Saje, L.P.                                       3.0    1,062,502
1,068,990       4.2     Quarterly
Twin Momentum Partners, L.P.                          2.3      187,500
197,219       0.8     Quarterly

-----------------------------------
Total Equity Market Neutral                                  2,875,004
2,919,122      11.4

Event Driven
Avenue Investments, L.P.                              0.5    1,500,002
1,615,361       6.3      Annually
GoldenTree High Yield Partners, L.P.                  0.4    1,500,002
1,608,170       6.2    Semi-Annually
Brencourt Arbitrage, L.P.                             1.0    1,500,002
1,507,293       5.9     Quarterly
Halcyon Fund, L.P.                                    0.6    1,250,002
1,309,264       5.1      Annually
ReCap Partners, L.P.                                  3.3    1,250,002
1,286,972       5.0     Quarterly

-----------------------------------
Total Event Driven                                           7,000,010
7,327,060      28.5

Long/Short Equity
Pan Capital LLC                                       1.6    1,750,002
1,703,207       6.6      Annually
Standard Pacific Capital Offshore Fund
Ltd
(Class A)                                             0.1    1,650,002
1,645,413       6.4      Monthly
Trisun Capital Fund, L.P.                             3.6    1,625,002
1,635,607       6.4      Annually
New Castle Market Neutral (U.S.), L.P.                0.9    1,500,002
1,534,100       6.0      Monthly
Orchard Capital Partners (Q.P.), L.P.                 5.8    1,500,002
1,451,363       5.7     Quarterly

-----------------------------------
Total Long/Short Equity                                      8,025,010
7,969,690      31.1

Multi Strategy
Canyon Value Realization Fund, L.P.                   0.3    1,500,002
1,615,946       6.3      Annually
Sagamore Hill Partners, L.P.                          0.4    1,250,002
1,299,350       5.0     Quarterly

-----------------------------------
Total Multi Strategy                                         2,750,004
2,915,296      11.3

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


Total Investments in Investment Funds                       23,775,032
24,432,965      95.2




The accompanying notes are an integral part of these financial statements.

                    4 OFI Tremont Core Diversified Hedge Fund


SCHEDULE OF INVESTMENTS, MARCH 31, 2003              CONTINUED


OFI Tremont Core Diversified Hedge Fund





% of Net
Short-Term Investment
Cost           Value          Assets



Citibank II Money Market Deposit Account
1,329,516      1,329,516           5.2

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

$25,104,548     25,762,481         100.4
Total Investments in Investment Funds and Short-Term Investment  ============
Liabilities in Excess of Other
Assets                                              (111,592)         (0.4)

-----------------------------
Net Assets
$ 25,650,889        100.0%

=============================



Detailed information about the Investment Funds' portfolios is not available.
*Available frequency of redemptions after initial lock-up period.



The accompanying notes are an integral part of these financial statements.

                    5 OFI Tremont Core Diversified Hedge Fund



STATEMENT OF OPERATIONS

OFI Tremont Core Diversified Hedge Fund



                                                                 Period from
January 2, 2003
                                                                (commencement
of operations)
                                                                      to March
31, 2003

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


Investment Income

Interest
$      4,548

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

Expenses
     Management
fee                                                                    95,714
     Professional
fees                                                                 33,500
     Administration
fee                                                                 9,572
     Insurance
fees                                                                     6,000
     Trustees' fees and
expenses                                                        4,000
     Printing
fees                                                                      2,000

Miscellaneous
5,825

-------------------------------
Total
expenses
156,611
Less: Waiver of expense by the
Adviser                                                (45,019)

-------------------------------
Net
expenses
111,592

Net Investment
Loss                                                                  (107,044)

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

Net Change in Unrealized Appreciation on
Investments                                  657,933

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


$    550,889
Net Increase in Net Assets Resulting from Operations
===============================



The accompanying notes are an integral part of these financial statements.


                    6 OFI Tremont Core Diversified Hedge Fund



STATEMENT OF CHANGES IN NET ASSETS

OFI Tremont Core Diversified Hedge Fund




                                                                     Period
from January 2, 2003

(commencement of operations)
                                                                          to
March 31, 2003

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


From Operations
Net investment loss
$     (107,044)
Net change in unrealized appreciation on
investments                                    657,933

----------------------------
Net increase in net assets resulting from
operations                                    550,889

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

From Beneficial Interest Transactions
Proceeds from sales of shares of beneficial
interest                                 25,000,000

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

Total
increase
25,550,889
Beginning of
period
100,000*

----------------------------
End of period
$    25,650,889

============================



* The Fund was initially capitalized with $100,000 of capital on December 16,
2002.



The accompanying notes are an integral part of these financial statements.


                    7 OFI Tremont Core Diversified Hedge Fund





STATEMENT OF CASH FLOWS

OFI Tremont Core Diversified Hedge Fund



                                                                      Period
from January 2, 2003

(commencement of operations)
                                                                           to
March 31, 2003

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


Cash Flows from Operating Activities
Net increase in net assets resulting from
operations                              $      550,889
Adjustments to reconcile net increase in net assets resulting
from operations to net cash used in operating activities:
     Purchases of
investments                                                       (23,775,032)
     Net unrealized appreciation on
investments                                        (657,933)
     Increase in receivable from
Adviser                                                (45,019)
     Increase in management fee
payable                                                   95,714
     Increase in professional fees
payable                                                33,500
     Increase in administration fee
payable                                                9,572
     Increase in insurance fees
payable                                                    6,000
     Increase in Trustees' fees and expenses
payable                                       4,000
     Increase in printing fees
payable                                                     2,000
     Increase in miscellaneous fees
payable                                                5,825

----------------------------
Net cash used in operating
activities                                               (23,770,484)

Cash Flows from Financing Activities
     Proceeds from sales of shares of beneficial
interest                             25,000,000

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


Net increase in cash and cash
equivalents                                              1,229,516
Cash and cash equivalents at beginning of
period                                         100,000

----------------------------
Cash and cash equivalents at end of
period                                        $    1,329,516

============================




The accompanying notes are an integral part of these financial statements.

                    8 OFI Tremont Core Diversified Hedge Fund



FINANCIAL HIGHLIGHTS

OFI Tremont Core Diversified Hedge Fund




Selected data for a share of beneficial                        Period from
January 2, 2003
interest outstanding throughout the period                     (commencement of
operations)
                                                                    to March
31, 2003

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


Per Share Operating Data
Net asset value, beginning of period
$     1,000.00

Income (loss) from investment operations:
Net investment
loss                                                                 (4.26)
Net unrealized
gain                                                                  26.21

----------------------------
Total income from investment
operations                                              21.95

----------------------------
Net asset value, end of period
$     1,021.95

============================

Total Return, at Net Asset
Value*                                                    2.20%


Ratios / Supplemental Data
Net assets, end of period                                                   $
25,650,889
Ratios to average net assets:**
Net investment
loss                                                                (1.68)%
Expenses
2.46 %
Expenses, net of waiver of expenses by the
Adviser                                  1.75 %

Portfolio
turnover***                                                                   0%




*Assumes an investment at the net asset value at the commencement of operations,
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. Total returns are not annualized for periods
of less than one full year.

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

***Represents the lesser of purchases or sales of investments in Investment
Funds divided by the average value of investments in Investment Funds.




The accompanying notes are an integral part of these financial statements.

                    9 OFI Tremont Core Diversified Hedge Fund



NOTES TO FINANCIAL STATEMENTS MARCH 31, 2003
OFI Tremont Core Diversified Hedge Fund

1.   Organization
     OFI Tremont Core Diversified Hedge Fund (the "Fund"), was organized as a
     business trust in the Commonwealth of Massachusetts on May 24, 2002 as a
     non-diversified, closed-end management investment company registered under
     the Investment Company Act of 1940, as amended. The Fund's investment
     objective is to generate consistently absolute returns over various market
     cycles. The Fund seeks to achieve this objective by investing primarily in
     private investment partnerships and similar investment vehicles
     ("Investment Funds") that are managed by a select group of alternative
     asset managers employing a wide range of specialized investment strategies.
     The Fund 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 Fund
     commenced operations on January 2, 2003.

     OFI Institutional Asset Management, Inc. (the "Adviser"), a wholly-owned
     subsidiary of OppenheimerFunds, Inc. ("OFI"), serves as the investment
     adviser of the Fund subject to the ultimate supervision of and subject to
     any policies established by the Board of Trustees (the "Board") of the
     Fund, 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 these services.

     Tremont Partners, Inc. (the "Investment Manager"), an affiliate of the
     Adviser, has been retained to serve as the Fund's Investment Manager and is
     responsible for providing day-to-day investment management services to the
     Fund, subject to the supervision of the Adviser.

     OFI is wholly-owned by Oppenheimer Acquisition Corp., a holding company
     ultimately controlled by Massachusetts Mutual Life Insurance Company. OFI
     is registered as an investment adviser 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 offers to repurchase a specified dollar amount of
     outstanding shares. The Adviser expects that it will recommend to the Board
     that the Fund offer to repurchase shares as of December 31, 2003, and
     thereafter, 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 Fund anticipates that the Board will
     limit each repurchase to no more than 25% of the Fund's total assets,
     although the limit for any one repurchase may be lower. The Fund will
     generally pay the value of the shares repurchased approximately one month
     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.

                   10 OFI Tremont Core Diversified Hedge Fund


2.   Significant Accounting Policies
     The following significant accounting policies are in conformity with
     accounting principles generally accepted in the United States of America,
     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.

     a.   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 Investment Funds are subject to the terms and
     conditions of the respective operating agreements and offering memoranda,
     as appropriate. The Fund's investments in Investment Funds are carried at
     fair value as determined by the Fund's pro-rata interest in the net assets
     of each Investment Fund. These Investment Funds value their underlying
     investments in accordance with policies established by such Investment
     Funds, as described in each of their financial statements and offering
     memoranda. All valuations utilize financial information supplied by each
     Investment Fund and are net of management and performance incentive fees or
     allocations payable to the Investment Funds' managers pursuant to the
     Investment Funds' agreements. Where no value is readily available from an
     Investment Fund or where a value supplied by an Investment Fund is deemed
     not to be indicative of its value, the Investment Fund will be valued at
     fair value as determined in good faith by the Board or in accordance with
     procedures adopted by the Board

     b.  Income Recognition and Expenses
     Interest income is recorded on the accrual basis. The change in an
     Investment Fund's net asset value is included in net change in unrealized
     appreciation/(depreciation) on investments on the statement of operations.
     Realized gains and losses on withdrawals from Investment 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; 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 charged to capital as
     incurred.

     The Adviser directly assumed all offering costs associated with the initial
     registration and offering of shares. In addition, the Adviser assumed all
     organizational expenses directly at the time of the seeding of the Fund.

     c.  Federal Taxes
     The Fund intends to comply in its initial fiscal year and thereafter with
     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.

     d.  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 distributions, if any, are declared and paid annually. Capital
     gain distributions, if any, are declared and paid annually.

                   11 OFI Tremont Core Diversified Hedge Fund


     e. Classification of Dividends and Distributions to Shareholders
     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.

     The Fund adjusts the composition of net assets to reflect permanent
     differences between financial statement amounts and amounts determined in
     accordance with income tax regulations. Accordingly, during the period
     ended March 31, 2003, amounts have been reclassified to reflect a decrease
     in additional paid-in capital of $107,044 and a decrease in accumulated net
     investment loss of $107,044. Net assets of the Fund were unaffected by the
     reclassifications. This reclassification resulted from the difference in
     the tax treatment of net operating losses.

     As of March 31, 2003, the component of distributable earnings on a tax
     basis was as follows:

         Net unrealized appreciation on investments $657,933

     f.  Cash and Cash Equivalents
     Cash and cash equivalents consist of monies invested in money market
     deposit accounts sponsored by Citibank, N.A. The Fund treats all financial
     instruments that mature within three months as cash equivalents.

3.   Management Fee, Related Party Transactions and Other
     As compensation for services provided by the Adviser under the Advisory
     Agreement, the Fund pays the Adviser a monthly fee (the "Management Fee")
     computed at an annual rate of 1.50% of the Fund's net assets determined as
     of the last day of the month (before any repurchases of shares). For the
     period ended March 31, 2003, the Management Fee incurred by the Fund was
     $95,714. The Adviser pays a monthly fee to the Investment Manager equal to
     50% of the Management Fee earned by the Adviser pursuant to the Advisory
     Agreement. The fee is payable to the Investment Manager by the Adviser and
     not the Fund.
     In addition, the Adviser has voluntarily agreed to waive a portion of its
     Management Fee in order to limit total expenses of the Fund to 1.75% of the
     average net assets of the Fund. For the period ended March 31, 2003, the
     Adviser waived management fees in the amount of $45,019.

     Under the terms of an administration agreement (the "Administration
     Agreement") with the Fund, the Adviser provides certain administrative
     services to the Fund, including, among others things, providing office
     space and other support services and personnel as necessary to provide such
     administration, accounting and shareholder services to the Fund. In
     consideration for these services, the Fund pays the Adviser a monthly fee
     (the "Administration Fee") computed at an annual rate of 0.15% of the
     Fund's net assets determined as of the last day of each month. The Adviser
     has retained the Investment Manager to provide the administration services
     subject to the supervision of the Adviser. The Adviser pays a monthly fee
     to the Investment Manager equal to 100% of the Administration Fee earned by
     the Adviser pursuant to the Administration Agreement. This fee is payable
     to the Investment Manager by the Adviser and not the Fund.

     The Adviser intends to pay a portion of its Management Fee, not to exceed
     20% of its Management Fee, to qualifying brokers, dealers and financial
     advisers that 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; 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 Adviser may reasonably request. This fee is payable by the
     Adviser and not the Fund.

                   12 OFI Tremont Core Diversified Hedge Fund

3.   Management Fee, Related Party Transactions and Other (continued)
     As of March 31, 2003, OFI owns all of the 25,100 shares outstanding of the
     Fund, valued at $25,650,889.

     Under the General Distributor's Agreement with the Fund, OppenheimerFunds
     Distributor, Inc. (the "Distributor") acts as the distributor of the Fund's
     shares. The Distributor is an affiliate of the Adviser and the Investment
     Manager.

     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, plus a fee
     for each meeting attended. Additionally, these Board members are reimbursed
     by the Fund for all reasonable out of pocket expenses.

     Citibank, N.A. serves as custodian of the Fund's assets and provides
     custodial services for the Fund.

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
     consisted of subscriptions of 25,000 shares (proceeds $25,000,000) during
     the period ended March 31, 2003. The Fund sold 100 shares (proceeds
     $100,000) to OFI upon the seeding of the Fund on December 16, 2002.

5.   Investments in Investment Funds
     At March 31, 2003, the Fund had investments in Investment Funds, none of
     which were related parties. The agreements related to investments in
     Investment Funds provide for compensation to the Investment 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 Investment Funds provide
     for periodic redemptions ranging from monthly to annually with lock up
     provisions of up to eighteen months from initial investment. Information
     related to each Investment Fund is included on the schedule of investments.

     For the period ended March 31, 2003, the aggregate cost of purchases of
     Investment Funds was $23,775,032.

     The cost of investments for Federal income tax purposes is adjusted for
     items of taxable income allocated to the Fund from the Investment Funds.
     The allocated taxable income is reported to the Fund by each Investment
     Fund on Schedule K-1. At March 31 2003, the cost basis of investments for
     Federal income tax purposes is estimated to be substantially the same as
     for financial reporting purposes. At March 31, 2003, gross unrealized
     appreciation on investments was $757,956 and gross unrealized depreciation
     on investments was $100,023, resulting in net unrealized appreciation on
     investments of $657,933.

6.   Financial Instruments with Off-Balance Sheet Risk
     In the normal course of business, the Investment 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 Investment Funds is limited to
     the value of these investments reported by the Fund.





                                     A-1
                                  Appendix A

                           Industry Classifications

A)




A)    Basic Materials

1)    Chemicals
2)    Forest Products & Paper
3)    Iron/Steel
4)    Mining
B)    Communications

5)    Advertising
6)    Internet
7)    Media
8)    Telecommunications
C)    Consumer, (Cyclical)

9)    Airlines
10)   Apparel
11)   Auto Manufacturers
12)   Auto Parts & Equipment
13)   Distribution/Wholesale
14)   Entertainment
15)   Food Service
16)   Home Builders
17)   Home Furnishings
18)   Housewares
19)   Leisure Time
20)   Lodging
21)   Office furnishings
22)   Retail
23)   Storage/Warehousing
24)   Textiles
25)   Toys/Games/Hobbies
D)    Consumer, (Non-Cyclical)

26)   Agriculture
27)   Beverages
28)   Biotechnology
29)   Commercial Services
30)   Cosmetics/Personal Carte
31)   Food
32)   Healthcare-Products
33)   Healthcare-Services
34)   Household Products/Wares
35)   Pharmaceuticals
E)    Diversified

36)   Holding Companies-Divers
F)    Energy

37)   Coal
38)   Energy-alternate Sources
39)   Oil & Gas
40)   Oil & Gas Services
41)   Pipelines
G)    Financial

42)   Banks
43)   Closed-end Funds
44)   Country Funds-Closed-end
45)   Diversified Financial Service
46)   Insurance
47)   Investment Companies
48)   REITS
49)   Real Estate
50)   Savings 7 Loans
51)   Venture Capital
H)    Industrial

52)   Aerospace/Defense
53)   Building Materials
54)   Electrical Company & Equipment
55)   Electronics
56)   Engineering & construction
57)   Environmental Control
58)   Hand/Machine Tools
59)   Machinery - Construction & mining
60)   Machinery - Diversified
61)   Metal Fabricates/Hardware
62)   Miscellaneous Manufacture
63)   Packaging & Containers
64)   Shipbuilding
65)   Transportation
66)   Trucking & Leasing
I)    Technology

67)   Computers
68)   Office/Business Equipment
69)   Semiconductors
70)   Software
J)    Utilities

71)   Electric
72)   Gas
73)   Water









OFI Tremont Market Neutral Hedge Fund
6803 South Tucson Way
Centennial, Colorado  80112
1.800.858.9826

Adviser
OFI Institutional Asset Management, Inc.
498 Seventh Avenue
New York, New York  10018

Investment Manager
Tremont Partners, Inc.
555 Theodore Fremd Avenue
Rye, New York 10580
1.914.925.1884

Distributor
OppenheimerFunds Distributor, Inc.
498 Seventh Avenue
New York, New York 10018

Transfer Agent
OppenheimerFunds Services
6803 South Tucson Way
Centennial, CO  80112

Custodian Bank
Citibank, N.A.
399 Park Avenue
New York, NY  10043

Independent Auditors
Ernst & Young LLP
5 Times Square
New York, NY  10036

Fund Counsel
Mayer, Brown, Rowe & Maw
1675 Broadway
New York, NY 10036

Special Fund Counsel
Schulte, Roth & Zabel LLP
919 Third Avenue
New York, NY 10022
PX482.001.0103


--------
1     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.







 PART C

                   OFI TREMONT CORE DIVERSIFIED HEDGE FUND
                              OTHER INFORMATION

Item 24.    Financial Statements and Exhibits


      (1)   Financial Statements:

            Registrant's audited financial statements for the period
            commencement of operations (January 2, 2003) through fiscal
            period ended March 31, 2003: Filed herewith.

      (2)   Exhibits:

(a)   (i) Declaration of Trust dated as of May 24, 2002:  Previously filed
                        with Registrant's Registration Statement, June 4,
                        2002, and incorporated herein by reference.

                        (ii)  Amended and Restated Declaration of Trust dated
                        October 16, 2002:  Previously filed with
                        Pre-Effective Amendment No. 1 to Registrant's
                        Registration Statement, 10/18/02, and incorporated
                        herein by reference.

            (b)   By-Laws:  previously filed with Pre-Effective Amendment No.
                  2 to Registrant's Registration Statement, 12/18/02, and
                  incorporated herein by reference.

            (c)   Not applicable.

            (d)   Not applicable.

            (e)   Not applicable.

            (f)   Not applicable.

            (g)   (i)   Investment Advisory Agreement - Previously filed with
                  Pre-  Effective Amendment No. 1 to Registrant's
                  Registration      Statement, 10/22/02, and incorporated
                  herein by reference.

                  (ii)  Investment Sub-Advisory Agreement - Previously filed
                  with Pre-   Effective Amendment No. 1 to Registrant's
                  Registration      Statement, 10/22/02, and incorporated
                  herein by reference.

            (h)   (i)   General Distributor's Agreement - Previously filed
                  with Pre-   Effective Amendment No. 1 to Registrant's
                  Registration      Statement, 10/22/02, and incorporated
                  herein by reference.

(ii)  Form of Selling Agreement between OppenheimerFunds Distributor, Inc.
                        and selected dealers : Previously filed with
                        Pre-Effective Amendment No. 1 to the Registration
                        Statement of Oppenheimer Tremont Market Neutral Fund
                        LLC  (Reg. No. 333-71716, 12/7/01) and incorporated
                        herein by reference.

(iii) Form of Selling Agreement between OppenheimerFunds Distributor, Inc.
                        and selected registered investment advisers:
                        Previously filed with Pre-Effective Amendment No. 1
                        to Registrant's Registration Statement, 10/22/02, and
                        incorporated herein by reference.

            (i)   Not applicable.

            (j)   Custody Agreement - Previously filed with Pre-Effective
                  Amendment No. 1 to Registrant's Registration Statement,
                  10/22/02, and incorporated herein by reference.

            (k)   (i)   Escrow Agreement with Citibank, N.A.  - Previously
                  filed with  Pre-Effective Amendment No. 1 to Registrant's
                  Registration      Statement, 10/22/02, and incorporated
                  herein by reference.

(ii)  Form of Administration Agreement between the Registrant and OFI
                        Institutional Asset Management, Inc. -- Previously
                        filed with Pre-Effective Amendment No. 1 to
                        Registrant's Registration Statement, 10/22/02, and
                        incorporated herein by reference..

                  (iii) Fund and Investor Accounting Services Agreement
                        between OppenheimerFunds, Inc. and selected
                        broker-dealers or financial advisers. - Previously
                        filed with Pre-Effective Amendment No. 2 to
                        Registrant's Registration Statement, 12/18/02, and
                        incorporated herein by reference.

(l)   Opinion and Consent of Mayer, Brown, Rowe & Maw -- Previously filed
                  with Pre-Effective Amendment No. 2 to Registrant's
                  Registration Statement, 12/18/02, and incorporated herein
                  by reference.

(m)   Not applicable.

(n)   Opinion and Consent of Independent Accountants - Filed herewith.

(o)   Not applicable.

            (p)   Investment Letter from OFI Institutional Investment
                  Management, Inc. to  Registrant: - Previously filed with
                  Pre-Effective Amendment No. 2 to Registrant's Registration
                  Statement, 12/18/02, and incorporated herein by reference.

            (q)   Not applicable.

            (r)   Code of Ethics of the Oppenheimer/Tremont Funds dated as
                  November 19, 2001 under Rule 17j-1 of the Investment
                  Company Act of 1940: Previously filed with Pre-Effective
                  Amendment No. 2 to Registrant's Registration Statement,
                  12/18/02, and incorporated herein by reference.

Item 25.    Marketing Arrangements

      [Not applicable]

Item 26.    Other Expenses of Issuance and Distribution

      Registration fees     $[     ]
      Legal fees             [     ]
      NASD fees              [     ]
      Blue Sky fees          [     ]
      Accounting fees        [     ]
      Printing               [     ]
      Miscellaneous          [     ]
                             -------

            Total           $[     ]

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

      None.

Item 28.    Number of Holders of Securities

      As of __________, the number of record holders of each class of
securities of the registrant, is shown below:

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

            Shares of beneficial interest

Item 29.    Indemnification

Reference is made to the provisions of Article Seven of  Registrant's  Amended
and  Restated   Declaration   of  Trust  filed  as  Exhibit  24  (1)  to  this
Registration Statement, and incorporated herein by reference.

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


Item 30.    Business and Other Connections of the Adviser

      (a)   OFI Institutional Asset Management, Inc. is the investment
            adviser of the Registrant; it and certain subsidiaries and
            affiliates act in the same capacity to other investment
            companies, including without limitation those described in Part B
            hereof and listed in Item 30(b) below.

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

---------------------------------------------------------------------
Name and Current Position with      Other Business and Connections
OFI Institutional Asset             During the Past Two Years
Management, Inc.
---------------------------------------------------------------------
---------------------------------------------------------------------

Janette Aprilante,                 Assistant Vice President of
Assistant Secretary                OppenheimerFunds, Inc. (since
                                   December 2001);
                                   OppenheimerFunds, Inc. Legal
                                   Dept. Administrator (since
                                   ----).
---------------------------------------------------------------------
---------------------------------------------------------------------

John A. Huttlin,                   Vice President of
Vice President & Director of the   OppenheimerFunds, Inc. (since
International Division             ____).
---------------------------------------------------------------------
---------------------------------------------------------------------

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

Thomas Macrini
----------------------------------
Vice President
---------------------------------------------------------------------
---------------------------------------------------------------------

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

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

Michael Stavar
Vice President
---------------------------------------------------------------------
---------------------------------------------------------------------

Charles Toomey
Vice President
---------------------------------------------------------------------
---------------------------------------------------------------------

Diederik Werdmolder,               Senior Vice President of
Senior Vice President & Managing   OppenheimerFunds, Inc. (since
Director of the International      ____); Vice President of
Division                           OppenheimerFunds, Inc. (from ___
                                   to ___).
---------------------------------------------------------------------
---------------------------------------------------------------------

Brian W. Wixted,                   Treasurer (since March 1999) of
Treasurer                          OppenheimerFunds,Inc., Harbour
                                   View Asset Management
                                   Corporation, Shareholder
                                   Services, Inc., Oppenheimer Real
                                   Asset Management Corporation,
                                   Shareholder Financial Services,
                                   Inc. and Oppenheimer Partnership
                                   Holdings, Inc., of OFI Private
                                   Investments,Inc.(since March
                                   2000) and of Oppenheimer
                                   FundsInternational Ltd. and of
                                   Oppenheimer Millennium Funds plc
                                   (since May 2000), of OAM
                                   Institutional,Inc.(since
                                   February 2001);Treasurer and
                                   Chief Financial Officer(since
                                   May 2000) of Oppenheimer Trust
                                   Company; Assistant Treasurer
                                   (since March 1999) of
                                   Oppenheimer Acquisition Corp.and
                                   of Centennial Asset Management
                                   Corporation; an Officer of other
                                   Oppenheimer funds.
---------------------------------------------------------------------
---------------------------------------------------------------------

Robert G. Zack,                    General Counsel of
 Senior Vice President and         OppenheimerFunds, Inc (since
General Counsel                    March 2002); Senior Vice
                                   President of OppenheimerFunds,
                                   Inc. (since ___);  Counsel and
                                   Assistant Secretary of
                                   Shareholder Services, Inc.,
                                   Shareholder Financial Services,
                                   Inc., Oppenheimer Funds
                                   International Ltd. and
                                   Oppenheimer Millennium Funds
                                   plc; an officer of other
                                   Oppenheimer funds.
---------------------------------------------------------------------


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

            New York-based Oppenheimer  Funds ("Board I")

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

            Quest/Rochester Funds ("Board III")

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

            Denver-based Oppenheimer Funds ("Board II")

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

            Board IV

            Oppenheimer Real Estate Fund

            Oppenheimer Tremont Market Neutral Fund LLC

            Oppenheimer Tremont Opportunity Fund LLC



            The address of OppenheimerFunds, Inc., OppenheimerFunds
Distributor, Inc., HarbourView Asset Management Corp., Oppenheimer
Partnership Holdings, Inc., Oppenheimer Acquisition Corp. and OFI Private
Investments, Inc. is 498 Seventh Avenue, New York, New York 10018. The
address of the New York-based Oppenheimer Funds, the Quest Funds, the
Rochester-based funds, the Denver-based Oppenheimer Funds, Shareholder
Financial Services, Inc., Shareholder Services, Inc., OppenheimerFunds
Services, Centennial Asset Management Corporation, Centennial Capital Corp.,
and Oppenheimer Real Asset Management, Inc. is 6803 South Tucson Way,
Englewood, Colorado 80112.

Item 31.    Location of Accounts and Records

      The accounts, books and other documents required to be maintained by
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940
and rules promulgated thereunder are in the possession of Oppenheimer Funds,
Inc. at its offices at 6803 South Tucson Way, Englewood, Colorado 80112.

Item 32.    Management Services

      Not applicable

Item 33.    Undertakings

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

      II.   The Registrant hereby undertakes:

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

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

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

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

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

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

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