POWER OF ATTORNEY


     KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned,  constitutes  and
appoints Phillip S. Gillespie, Mitchell J. Lindauer and Kathleen T. Ives each as
my true and lawful  attorney-in-fact  and agent, with full power of substitution
and  resubstitution,  for me and in my  capacity  as a  Trustee/Director  and/or
Officer of Oppenheimer  Absolute Return Fund,  Oppenheimer  AMT-Free Municipals,
Oppenheimer AMT-Free New York Municipals, Oppenheimer Balanced Fund, Oppenheimer
Baring  China  Fund,  Oppenheimer  Baring  Japan  Fund,  Oppenheimer  Baring SMA
International Fund,  Oppenheimer  California Municipal Fund, Oppenheimer Capital
Appreciation Fund,  Oppenheimer  Developing Markets Fund,  Oppenheimer Discovery
Fund,  Oppenheimer  Dividend  Growth  Fund,  Oppenheimer  Emerging  Growth Fund,
Oppenheimer Emerging Technologies Fund, Oppenheimer Enterprise Fund, Oppenheimer
Global Fund,  Oppenheimer  Global  Opportunities  Fund,  Oppenheimer  Gold &
Special Minerals Fund, Oppenheimer Growth Fund, Oppenheimer  Institutional Money
Market   Fund,   Oppenheimer   International   Diversified   Fund,   Oppenheimer
International  Growth  Fund,  Oppenheimer   International  Small  Company  Fund,
Oppenheimer  International  Value  Fund,  Oppenheimer  Limited  Term  California
Municipal Fund,  Oppenheimer  Money Market Fund, Inc.,  Oppenheimer  Multi-State
Municipal Trust (on behalf of its series  Oppenheimer New Jersey Municipal Fund,
Oppenheimer  Pennsylvania  Municipal  Fund and  Oppenheimer  Rochester  National
Municipals),  Oppenheimer  Portfolio  Series  (on  behalf of its  series  Active
Allocation  Fund,  Aggressive  Investor  Fund,  Conservative  Investor  Fund and
Moderate  Investor Fund),  Oppenheimer Real Estate Fund,  Oppenheimer  Rochester
Arizona  Municipal  Fund,   Oppenheimer   Rochester   Maryland  Municipal  Fund,
Oppenheimer  Rochester   Massachusetts  Municipal  Fund,  Oppenheimer  Rochester
Michigan  Municipal  Fund,   Oppenheimer  Rochester  Minnesota  Municipal  Fund,
Oppenheimer Rochester North Carolina Municipal Fund,  Oppenheimer Rochester Ohio
Municipal Fund,  Oppenheimer  Rochester  Virginia  Municipal  Fund,  Oppenheimer
Select  Value  Fund,  Oppenheimer  Series  Fund,  Inc.  (on behalf of its series
Oppenheimer  Value  Fund),  Oppenheimer  SMA Core  Bond  Fund,  Oppenheimer  SMA
International  Bond  Fund,   Oppenheimer   Transition  2010  Fund,   Oppenheimer
Transition 2015 Fund,  Oppenheimer  Transition 2020 Fund, Oppenheimer Transition
2030 Fund,  Oppenheimer  Tremont  Market Neutral Fund LLC,  Oppenheimer  Tremont
Opportunity Fund LLC, OFI Tremont Core Strategies Hedge Fund, OFI Tremont Market
Neutral Hedge Fund and Oppenheimer U.S.  Government  Trust, to sign on my behalf
any and all Registration Statements (including any post-effective  amendments to
Registration  Statements) under the Securities Act of 1933, as amended,  and the
Investment  Company Act of 1940, as amended,  and any amendments and supplements
thereto,  and any  proxy  statements,  Forms 3, 4 and 5, or other  documents  in
connection therewith, and to file the same, with all exhibits thereto, and other
documents  in  connection  therewith,  with the  U.S.  Securities  and  Exchange
Commission,  granting unto said  attorneys-in-fact and agents, and each of them,
full  power  and  authority  to do and  perform  each and  every  act and  thing
requisite and necessary to be done in and about the premises, as fully as to all
intents and  purposes  as I might or could do in person,  hereby  ratifying  and
confirming  all that said  attorneys-in-fact  and agents,  and each of them, may
lawfully do or cause to be done by virtue hereof.

Dated this 8th day of August 2007.


/s/ David K. Downes
David K. Downes