485BPOS 1 body.htm FORM N-1A, PART C

Registration No. 002-65223
File No. 811-02944

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933     [X]

Pre-Effective Amendment No.      [ ]
Post-Effective Amendment No. 60     [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940     [X]

Amendment No. 61

OPPENHEIMER RISING DIVIDENDS FUND

(as successor to Oppenheimer Rising Dividends Fund, Inc., a Maryland Corporation)

(Exact Name of Registrant as Specified in Charter)
 

6803 South Tucson Way, Centennial, Colorado 80112-3924

(Address of Principal Executive Offices) (Zip Code)
 

(Registrant's Telephone Number, including Area Code): (303) 768-3200

Robert G. Zack, Esq.
OppenheimerFunds, Inc.

Two World Financial Center, 225 Liberty Street

New York, New York 10281-1008

(Name and Address of Agent for Service)

It is proposed that this filing will become effective (check appropriate box)

[X]     immediately upon filing pursuant to paragraph (b)

[ ]     on ______________ pursuant to paragraph (b)

[ ]     60 days after filing pursuant to paragraph (a)(1)

[ ]     on _______________ pursuant to paragraph (a)(1)

[ ]     75 days after filing pursuant to paragraph (a)(2)

[ ]     on _____________ pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ]     this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

Pursuant to Rule 414 under the Securities Act of 1933, Oppenheimer Rising Dividends Fund (“Registrant”), a Massachusetts business trust, as successor issuer of Oppenheimer Rising Dividends Fund, Inc., a Maryland Corporation, is filing this amendment to the registration statement of Oppenheimer Rising Dividends Fund, Inc. and expressly adopts the registration statement of Oppenheimer Rising Dividends Fund, Inc. as its own for all purposes of the Securities Act of 1933 and the Investment Company Act of 1940.

This Post-Effective Amendment relates to the Registrant’s Class A, Class B, Class C, Class N and Class Y shares.
 

(1)     

The Registrant’s Prospectus and Statement of Additional Information are incorporated herein by reference to the electronic filing of Post-Effective Amendment No. 59 to the Registration Statement of Oppenheimer Rising Dividends Fund, Inc. filed February 27, 2009.

C-1

OPPENHEIMER RISING DIVIDENDS FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a)     Declaration of Trust dated September 14, 2009: Filed herewith.

(b)     By-Laws dated September 14, 2009: Filed herewith.

(c)     (i)     Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by reference.

     (ii)      Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by reference.
 
     (iii)     Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by reference.
 
     (iv)     Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by reference.
 
     (iv)     Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 51, 12/23/03, and incorporated herein by reference.

(d)     Amended and Restated Investment Advisory Agreement dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

(e)     (i)     General Distributor's Agreement dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

(ii)     Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

(iii)     Form of Broker Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

(iv)     Form of Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

     (v)     Form of Trust Company Fund/SERV Purchase Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), (10/26/01), and incorporated herein by reference.

     (vi)     Form of Trust Company Agency Agreement of OppenheimerFunds Distributor, Inc.: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Main Street Funds, Inc. (Reg. No.33-17850), (10/23/06), and incorporated herein by reference.

(f)     (i)     Compensation Deferral Plan for Eligible Trustees as Amended and Restated, effective 1/1/08: Previously filed with Post-Effective Amendment No. 15 to the Registration Statement of Oppenheimer MidCap Fund (Reg. No. 333-31533), (2/20/08), and incorporated herein by reference.

     (ii)     Amended and Restated Retirement Plan for Non-Interested Trustees and Directors, effective 11/1/07: Previously filed with Post-Effective Amendment No. 15 to the Registration Statement of Oppenheimer MidCap Fund (Reg. No. 333-31533), (2/20/08), and incorporated herein by reference.

(g)     (i)     Global Custody Agreement dated February 16, 2007: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

 

     (ii)     Amendment No. 1 dated 7/20/07 to the Global Custody Agreement: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

(h)     Not applicable.
 

(i)     Opinion and Consent of Counsel dated 10/2/92: Previously filed with Registrant's Pre-Effective Amendment No. 1 and incorporated herein by reference.

(j)     Independent Registered Public Accounting Firm's Consent: Filed herewith.

(k)     Not applicable.
 

(l)     Investment Letter from OppenheimerFunds, Inc. to Registrant: Previously filed with Registrant's Post-Effective Amendment No. 1, and incorporated herein by reference.

(m)     (i)     Amended and Restated Distribution and Service Plan and Agreement for Class A shares dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

     (ii)     Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

     (iii)     Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

     (iv)     Amended and Restated Distribution and Service Plan and Agreement for Class N Shares dated 8/1/07: Previously filed with Registrant's Post-Effective Amendment No. 57, 7/31/07, and incorporated herein by reference.

(n)     Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through 8/20/08: Previously filed with the Post-Effective Amendment No. 23 to the Registration Statement of Oppenheimer Senior Floating Rate Fund (Reg. No. 333-128848), (11/26/08), and incorporated herein by reference.

(o)     Power of Attorney for all Trustees/Directors and Principal Officers dated February 5, 2007: Previously filed with Registrant's Pre-effective Amendment No. 2, 9/10/08, and incorporated herein by reference.

(p)     Not applicable.

Item 24. Persons Controlled by or Under Common Control with the Fund

None.
 

Item 25. Indemnification

Reference is made to the provisions of Article Ninth of Registrant’s Declaration of Trust filed as Exhibit 23(a) to this Registration Statement, and incorporated herein by reference.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of Registrant pursuant to the foregoing provisions or otherwise, Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Registrant of expenses incurred or paid by a trustee, officer or controlling person of Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person, Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
 

Item 26. - Business and Other Connections of the Investment Adviser

(a)     OppenheimerFunds, Inc. is the investment adviser of the Registrant; it and certain subsidiaries and affiliates act in the same capacity to other investment companies, including without limitation those described in Parts A and B hereof and listed in Item 26(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 officer and director of OppenheimerFunds, Inc. is, or at any time during the past two fiscal years has been, engaged for his/her own account or in the capacity of director, officer, employee, partner or trustee.

Name and Current Position with OppenheimerFunds, Inc.

Other Business and Connections During the Past Two Years

Timothy L. Abbuhl,

Vice President

Treasurer of Centennial Asset Management Corporation; Vice President and Assistant Treasurer of OppenheimerFunds Distributor, Inc.

Patrick Adams
Vice President

None

Robert Agan,
Senior Vice President

Senior Vice President of Shareholder Financial Services, Inc. and Shareholders Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OFI Private Investments Inc.

Carl Algermissen,
Vice President & Associate Counsel

Assistant Secretary of Centennial Asset Management Corporation.

Michael Amato,
Vice President

None

Nicole Andersen,
Assistant Vice President

None

Janette Aprilante,
Vice President & Secretary

Secretary (since December 2001) of: Centennial Asset Management Corporation, OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation (since June 2003), Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Shareholder Services, Inc., Trinity Investment Management Corporation (since January 2005), OppenheimerFunds Legacy Program, OFI Private Investments Inc. (since June 2003) and OFI Institutional Asset Management, Inc. (since June 2003). Assistant Secretary of OFI Trust Company (since December 2001).

Dmitri Artemiev
Assistant Vice President

Formerly (until January 2007) Analyst/Developer at Fidelity Investments.

Hany S. Ayad,
Vice President

None

Paul Aynsley,
Vice President

Formerly Vice President at Kepler Equities (December 2006 – February 2008)

James F. Bailey,
Senior Vice President

Senior Vice President of Shareholder Services, Inc. (since March 2006).

Robert Baker,
Vice President

None

John Michael Banta,
Assistant Vice President

None

Michael Barnes,
Assistant Vice President

None

Adam Bass,
Assistant Vice President

None

Kevin Baum,
Vice President

None

Jeff Baumgartner,
Vice President

Vice President of HarbourView Asset Management Corporation.

Marc Baylin,
Vice President

Vice President of OFI Institutional Asset Management, Inc.

Todd Becerra,
Assistant Vice President

None

Kathleen Beichert,
Senior Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Gerald B. Bellamy,
Vice President

Vice President (Sales Manager of the International Division) of OFI Institutional Asset Management, Inc.

Emanuele Bergagnine, Assistant Vice President

Assistant Vice President of OFI Institutional Asset Management, Inc.

Robert Bertucci,     Assistant Vice President: Rochester Division

None

Rajeev Bhaman,
Senior Vice President

Vice President of OFI Institutional Asset Management, Inc.

Craig Billings,
Vice President

None

Mark Binning,        Assistant Vice President

None

Julie Blanchard,
Assistant Vice President

Formerly Fund Accounting Manager at OppenheimerFunds, Inc. (April 2006 – February 2008).

Beth Bleimehl,
Assistant Vice President

None

Lisa I. Bloomberg,
Vice President & Deputy General Counsel

Assistant Secretary of Oppenheimer Real Asset Management, Inc.

Veronika Boesch,
Vice President

None

Chad Boll,
Vice President

None

Antulio N. Bomfim,
Vice President

None

Michelle Borre Massick,
Vice President

None

Lori E. Bostrom,
Vice President & Deputy General Counsel

Assistant Secretary of OppenheimerFunds Legacy Program.

David J. Bowers
Assistant Vice President

Formerly (until July 2007) Analyst at Evergreen Investments.

John Boydell,
Vice President

None

Richard Britton,
Vice President

None

Garrett C. Broadrup,
Vice President & Assistant Counsel

None

Michael Bromberg,
Assistant Vice President

None

Holly Broussard,
Vice President

None

Roger Buckley,
Assistant Vice President

Formerly Manager in Finance (May 2006 – February 2008) at OppenheimerFunds, Inc.

Carla Buffulin,
Assistant Vice President

None

Stephanie Bullington,
Assistant Vice President

None

Paul Burke,
Vice President

None

Mark Burns,
Vice President

None

JoAnne Butler,
Assistant Vice President

None

Geoffrey Caan,
Vice President

None

Christine Calandrella,
Assistant Vice President

Formerly Director of Empower Network (March 2007 – September 2007); formerly HR Manager of Arrow Electronics, Inc. (June 1998 – March 2007).

Debra Casey,
Vice President

None

Lisa Chaffee,
Vice President

None

Ronald Chibnik,
Vice President

None

Patrick Sheng Chu,
Assistant Vice President

None

Brett Clark,
Vice President

None

Jennifer Clark,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc. (February 2006 – February 2008). Assistant Vice President at Shareholder Financial Services, Inc., Shareholder Services, Inc., and OFI Private Investments Inc.

H.C. Digby Clements,
Senior Vice President:
Rochester Division

None

Thomas Closs,
Assistant Vice President

None

David Cole,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc (May 2006 – January 2008).

Eric Compton,
Vice President

None

Gerald James Concepcion,
Assistant Vice President

None

Susan Cornwell,
Senior Vice President

Senior Vice President of Shareholder Financial Services, Inc. and Shareholder Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OppenheimerFunds Legacy Program.

Cheryl Corrigan,
Assistant Vice President

None

Belinda J. Cosper,
Assistant Vice President

None

Scott Cottier,
Vice President:
Rochester Division

None

Geoffrey Craddock
Senior Vice President

Formerly Senior Vice President and Head of Market Risk Management for CIBC.

Terry Crady,
Assistant Vice President

Formerly IT Development Manager at OppenheimerFunds, Inc.

George Curry,
Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Kevin Dachille,
Vice President

None

Rushan Dagli,
Vice President

Vice President of OFI Private Investments Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc.

John Damian,
Senior Vice President

None

Jason Davis,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc.

Robert Dawson,
Assistant Vice President

None

John Delano,
Vice President

None

Kendra Delisa,
Assistant Vice President

None

Damaris De Los Santos,
Assistant Vice President

Formerly Senior Account Executive (July 2003 – February 2008).

Richard Demarco,   Assistant Vice President

None

Craig P. Dinsell,
Executive Vice President

None

Randall C. Dishmon,
Vice President

None

Rebecca K. Dolan,
Vice President

None

Steven D. Dombrower,
Vice President

Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc.

Alicia Dopico,
Assistant Vice President

Formerly (until August 2007) Manager at OppenheimerFunds, Inc.

Thomas Doyle,
Assistant Vice President

None

Bruce C. Dunbar,
Senior Vice President

None

Brian Dvorak,
Vice President

None

Richard Edmiston,
Vice President

None

Taylor Edwards,
Vice President & Assistant Counsel

None

Venkat Eleswarapu,
Vice President

None

Christopher Emanuel,
Vice President

None

Daniel R. Engstrom,
Vice President

None

James Robert Erven,
Assistant Vice President

None

George R. Evans,
Senior Vice President & Director of International Equities

None

Edward N. Everett,
Vice President

None

Kathy Faber,
Assistant Vice President

None

David Falicia,
Assistant Vice President

Assistant Secretary (as of July 2004) of HarbourView Asset Management Corporation.

Rachel Fanopoulos,
Assistant Vice President

Formerly Manager (until August 2007) at OppenheimerFunds, Inc.

Matthew Farkas,
Vice President and Assistant Counsel

None

Kristie Feinberg,
Vice President and Assistant Treasurer

Assistant Treasurer of Oppenheimer Acquisition Corp., Centennial Asset Management Corp., OFI Institutional Asset Management Inc. and OFI Institutional Asset Management; Treasurer of OppenheimerFunds Legacy Program, Oppenheimer Real Asset Management, Inc.

William Ferguson,
Assistant Vice President

None

Emmanuel Ferreira,
Vice President

None

Steven Fling,
Assistant Vice President

None

David Foxhoven,
Senior Vice President

Assistant Vice President of OppenheimerFunds Legacy Program; Vice President of HarbourView Asset Management Corporation.

Colleen M. Franca,
Vice President

None

Dominic Freud,
Vice President

None

Hazem Gamal,
Vice President

None

Charles Gapay,
Assistant Vice President

None

Seth Gelman,
Vice President

None

Timothy Gerlach,
Assistant Vice President

None

Alan C. Gilston,
Vice President

None

Jacqueline Girvin-Harkins,
Assistant Vice President

None

William F. Glavin, Jr.,
Chief Executive Officer

Formerly Executive Vice President and co-Chief Operating Officer of MassMutual Financial Group.

Jill E. Glazerman,
Senior Vice President

None

Kevin Glenn,
Assistant Vice President

Formerly Tax Manager at OppenheimerFunds, Inc. (December 2006 – February 2008).

Benjamin J. Gord,
Vice President

Vice President of HarbourView Asset Management Corporation and of OFI Institutional Asset Management, Inc.

Raquel Granahan,
Senior Vice President

Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc., and OppenheimerFunds Legacy Program.

Robert B. Grill,
Senior Vice President

None

Marilyn Hall,
Vice President

None

Kelly Haney,
Assistant Vice President

None

Steve Hauenstein,
Assistant Vice President

None

Thomas B. Hayes,
Vice President

None

Bradley Hebert,
Assistant Vice President

Manager at OppenheimerFunds, Inc. (October 2004 – February 2008).

Heidi Heikenfeld,
Assistant Vice President

None

Annika Helgerson,
Assistant Vice President

None

Daniel Herrmann,
Vice President

Vice President of OFI Private Investments Inc.

Benjamin Hetrick,
Assistant Vice President

Manager at OppenheimerFunds, Inc (May 2006 – December 2007).

Dennis Hess,
Vice President

None

Joseph Higgins,
Vice President

Vice President of OFI Institutional Asset Management, Inc.

Dorothy F. Hirshman,
Vice President

None

Daniel Hoelscher,
Assistant Vice President

None

Eivind Holte,
Vice President

Formerly Vice President at U.S. Trust (June 2005 – October 2007)

Craig Holloway
Assistant Vice President

None

Lucienne Howell,
Vice President

None

Brian Hourihan,
Vice President & Deputy General Counsel

Assistant Secretary of Oppenheimer Real Asset Management, Inc., HarbourView Asset Management Corporation, OFI Institutional Asset Management, Inc. (since April 2006) and Trinity Investment Management Corporation.

Edward Hrybenko,                            Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Jason Hubersberger,                         Vice President

None

Kevin Andrew Huddleston,        Assistant Vice President

None

Scott T. Huebl,
Vice President

Assistant Vice President of OppenheimerFunds Legacy Program.

Douglas Huffman,
Assistant Vice President

None

Margaret Hui,                            Vice President

None

Dana Hunter,                               Assistant Vice President

None

John Huttlin,                              Vice President

Senior Vice President (Director of the International Division) (since January 2004) of OFI Institutional Asset Management, Inc.; Director (since June 2003) of OppenheimerFunds International Distributor Limited.

James G. Hyland,
Assistant Vice President

None

Kelly Bridget Ireland,
Vice President

None

Kathleen T. Ives,
Senior Vice President, Deputy General Counsel & Assistant Secretary

Vice President and Assistant Secretary of OppenheimerFunds Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary of Centennial Asset Management Corporation, OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.

Frank V. Jennings,
Senior Vice President

None

John Jennings,
Vice President

None

Lisa Kadehjian,                          Assistant Vice President

None

Charles Kandilis,                        Assistant Vice President

None

Rezo Kanovich,                          Assistant Vice President

None

Amee Kantesaria,                       Assistant Vice President and            Assistant Counsel

None

Thomas W. Keffer,
Senior Vice President

Senior Vice President of OppenheimerFunds Distributor, Inc.

James Kennedy,
Senior Vice President

None

Michael Keogh,
Vice President

Vice President of OppenheimerFunds Distributor, Inc.

John Kiernan,
Vice President & Marketing Compliance Manager

None

Audrey Kiszla,
Vice President

None

Richard Knott,
Executive Vice President

President and Director of OppenheimerFunds Distributor, Inc.; Executive Vice President of OFI Private Investments Inc.; Executive Vice President & Director of Centennial Asset Management Corporation.

Daniel Kohn,
Vice President

None

Martin S. Korn,
Senior Vice President

None

Tatyana Kosheleva,
Assistant Vice President

Formerly (as of April 2007) Finance Manager at IBM Corp.

Michael Kotlartz,
Vice President

None

Brian Kramer,
Vice President

None

S. Arthur Krause,
Assistant Vice President

None.

Alexander Kurinets,
Assistant Vice President

None

Gloria LaFond,
Assistant Vice President

None

Lisa Lamentino,
Vice President

None

Tracey Lange,
Vice President

Vice President of OppenheimerFunds Distributor, Inc. and OFI Private Investments Inc.

Jeffrey P. Lagarce,
Senior Vice President

President of OFI Institutional Asset Management, Inc. as of January 2005.

John Latino,
Vice President

None

Gayle Leavitt,
Assistant Vice President

None

Christopher M. Leavy,
Senior Vice President

Senior Vice President of OFI Private Investments Inc., OFI Institutional Asset Management, Inc., and Trinity Investment Management Corporation

Randy Legg,
Vice President & Associate Counsel

None

Michael S. Levine,
Vice President

None

Brian Levitt,
Vice President

None

Gang Li,
Vice President

None

Shanquan Li,
Vice President

None

Julie A. Libby,
Senior Vice President

Senior Vice President and Chief Operating Officer of OFI Private Investments Inc.

Daniel Lifshey,
Assistant Vice President

None

Mitchell J. Lindauer,
Vice President & Assistant General Counsel

None

Bill Linden,
Assistant Vice President

None

Malissa B. Lischin,
Vice President

Assistant Vice President of OppenheimerFunds Distributor, Inc.

Justin Livengood,
Vice President

None

Christina Loftus,
Vice President

None

David P. Lolli,
Assistant Vice President

None

Ian Loughlin,
Assistant Vice President

Formerly Financial Analysis Manager at OppenheimerFunds, Inc. (June 2005 – February 2008).

Daniel G. Loughran
Senior Vice President:
Rochester Division

None

Patricia Lovett,
Senior Vice President

Vice President of Shareholder Financial Services, Inc. and Senior Vice President of Shareholder Services, Inc.

Misha Lozovik,
Vice President

None

Dongyan Ma,
Assistant Vice President

None

Matthew Maley,
Assistant Vice President

Formerly Operations Manager at Bear Stearns (June 2005 – February 2008).

Daniel Martin,
Assistant Vice President

None

Jerry Mandzij,
Vice President

None

William T. Mazzafro,
Vice President

None

Trudi McCanna,
Vice President

None

Neil McCarthy,
Vice President

None

Elizabeth McCormack,
Vice President

Vice President and Assistant Secretary of HarbourView Asset Management Corporation.

John McCullough,
Vice President

None

Joseph McDonnell,
Vice President

None

Joseph McGovern,
Vice President

None

Charles L. McKenzie,
Senior Vice President

Chairman of the Board, Director, Chief Executive Officer and President of OFI Trust Company; Chairman, Chief Executive Officer, Chief Investment Officer and Director of OFI Institutional Asset Management, Inc.; Chief Executive Officer, President, Senior Managing Director and Director of HarbourView Asset Management Corporation; Chairman, President and Director of Trinity Investment Management Corporation and Vice President of Oppenheimer Real Asset Management, Inc.

William McNamara,
Assistant Vice President

None

Mary McNamee,
Vice President

None

Michael Medev,
Assistant Vice President

None

Jay Mewhirter,
Vice President

None

Andrew J. Mika,                             Senior Vice President

None

Jan Miller,                                  Assistant Vice President

None

Scott Miller,                             Vice President

Formerly Assistant Vice President at AXA Distributors, LLC (July 2005 – February 2008).

Rejeev Mohammed,                    Assistant Vice President

None

Sarah Morrison,
Assistant Vice President

None

Jill Mulcahy,
Vice President:
Rochester Division

None

John V. Murphy,
Chairman

Chief Executive Officer of OppenheimerFunds, Inc. (from June 2001 until December 2008); President and Management Director of Oppenheimer Acquisition Corp.; President and Director of Oppenheimer Real Asset Management, Inc.; Chairman and Director of Shareholder Services, Inc. and Shareholder Financial Services, Inc.; Director of OppenheimerFunds Distributor, Inc., OFI Institutional Asset Management, Inc., Trinity Investment Management Corporation, Tremont Group Holdings, Inc., HarbourView Asset Management Corporation and OFI Private Investments Inc.; Executive Vice President of Massachusetts Mutual Life Insurance Company; Director of DLB Acquisition Corporation; a member of the Investment Company Institute's Board of Governors.

Suzanne Murphy,
Vice President

Vice President of OFI Private Investments Inc.

Thomas J. Murray,
Vice President

None

Christina Nasta,
Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Paul Newman,
Assistant Vice President

None

William Norman,
Assistant Vice President

None

James B. O'Connell,
Assistant Vice President

None

Matthew O'Donnell,
Vice President

None

Lisa Ogren,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc.

Tony Oh,
Assistant Vice President

None

John J. Okray,
Vice President & Assistant Counsel

None

Kristina Olson,
Vice President

None

Lerae A. Palumbo,
Assistant Vice President

None

David P. Pellegrino,
Senior Vice President

None

Robert H. Pemble,
Vice President

None

Lori L. Penna,
Vice President

None

Brian Petersen,
Vice President

Assistant Treasurer of OppenheimerFunds Legacy Program.

Marmeline Petion-Midy,
Assistant Vice President

None

David Pfeffer,
Senior Vice President, Chief Financial Officer & Treasurer

Treasurer of Oppenheimer Acquisition Corp.; Senior Vice President of HarbourView Asset Management Corporation since February 2004.

James F. Phillips,
Senior Vice President

None

Gary Pilc,
Vice President

None

Jeaneen Pisarra,
Vice President

None

Nicolas Pisciotti,
Vice President

None

Christine Polak,
Vice President

None

Sergei Polevikov,
Assistant Vice President

None

Jeffrey Portnoy,
Assistant Vice President

None

David Preuss,
Assistant Vice President

None

Ellen Puckett,
Assistant Vice President

None

Jodi Pullman,
Assistant Vice President

Formerly Product Manager at OppenheimerFunds, Inc. (January 2007 – February 2008).

Paul Quarles,
Assistant Vice President

None

Michael E. Quinn,
Vice President

None

Julie S. Radtke,
Vice President

None

Timothy Raeke,
Assistant Vice President

Formerly (as of July 2007) Vice President at MFS Investment Management.

Norma J. Rapini,
Assistant Vice President:

Rochester Division

None

Corry E. Read,
Assistant Vice President

None

Marc Reinganum,
Vice President

None

Jill Reiter,
Assistant Vice President

None

Jason Reuter,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc. (February 2006 – February 2008).

Eric Rhodes,
Assistant Vice President

None

Maria Ribeiro De Castro,
Vice President

None

Eric Richter,
Vice President

Vice President of HarbourView Asset Management Corporation.

Grace Roberts,
Assistant Vice President

None

David Robertson,
Senior Vice President

Senior Vice President of OppenheimerFunds Distributor, Inc.; President and Director of Centennial Asset Management Corporation.

Robert Robis,
Vice President

None

Antoinette Rodriguez,
Vice President

None

Lucille Rodriguez,
Assistant Vice President

None

Stacey Roode,
Senior Vice President

None

Jeffrey S. Rosen,
Vice President

None

Richard Royce,
Vice President

None

Erica Rualo,
Assistant Vice President

None

Adrienne Ruffle,
Vice President & Assistant Counsel

Assistant Secretary of OppenheimerFunds Legacy Program.

Kim Russomanno,
Assistant Vice President

None

Gerald Rutledge,
Vice President

None

Julie Anne Ryan,
Vice President

None

Timothy Ryan,
Vice President

None

Matthew Torpey,
Assistant Vice President

None

Rohit Sah,
Vice President

None

Gary Salerno,
Assistant Vice President

Formerly (as of May 2007) Separate Account Business Liaison at OppenheimerFunds, Inc.

Valerie Sanders,
Vice President

None

Kurt Savallo,
Assistant Vice President

Formerly Senior Business Analyst at OppenheimerFunds, Inc.

Mary Beth Schellhorn,
Assistant Vice President

None

Ellen P. Schoenfeld,
Vice President

None

Kathleen Schmitz,
Assistant Vice President

Assistant Vice President of HarbourView Asset Management Corporation. Formerly Fund Accounting Manager at OppenheimerFunds, Inc. (November 2004 – February 2008).

Patrick Schneider,
Assistant Vice President

None

Scott A. Schwegel,
Assistant Vice President

None

Allan P. Sedmak,
Assistant Vice President

None

Jennifer L. Sexton,
Vice President

Senior Vice President of OFI Private Investments Inc.

Asutosh Shah,
Vice President

None

Kamal Shah,
Vice President

None

Navin Sharma,
Vice President

None

Tammy Sheffer,
Vice President

None

Mary Dugan Sheridan,
Vice President

None

Nicholas Sherwood,
Assistant Vice President

Formerly Manager at OppenheimerFunds, Inc. (February 2006 – February 2008).

David C. Sitgreaves,
Assistant Vice President

None

Michael Skatrud,
Assistant Vice President

Formerly (as of March 2007) Corporate Bond Analyst at Putnam Investments.

Enrique H. Smith,
Vice President

None

Kevin Smith,
Vice President

None

Paul Snogren
Assistant Vice President

None

Louis Sortino,
Vice President:
Rochester Division

None

Keith J. Spencer,
Senior Vice President

None

Marco Antonio Spinar,
Assistant Vice President

None

Alice Stein,
Vice President & Assistant Counsel

Director and Vice President at Morgan Stanley Investment Management from (2004 – 2008).

Brett Stein,
Vice President

None

Richard A. Stein,
Vice President:
Rochester Division

None

Arthur P. Steinmetz,
Senior Vice President

Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc.

Jennifer Stevens,
Vice President

None

Benjamin Stewart,
Assistant Vice President

None

Peter Strzalkowski,
Vice President

Vice President of HarbourView Asset Management, Inc. Formerly (as of August 2007). Founder/Managing Partner at Vector Capital Management.

Michael Sussman,
Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Thomas Swaney,
Vice President

Vice President of HarbourView Asset Management Corporation.

Brian C. Szilagyi,
Assistant Vice President

None

Vincent Toner,
Vice President

None

Melinda Trujillo,
Vice President

None

Leonid Tsvayg,
Assistant Vice President

None

Keith Tucker,
Vice President

None

Angela Uttaro,
Assistant Vice President: Rochester Division

None

Mark S. Vandehey,
Senior Vice President & Chief Compliance Officer

Vice President and Chief Compliance Officer of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and Shareholder Services, Inc.; Chief Compliance Officer of HarbourView Asset Management Corporation, Oppenheimer Real Asset Management, Inc., Shareholder Financial Services, Inc., Trinity Investment Management Corporation, OppenheimerFunds Legacy Program, OFI Private Investments Inc. and OFI Trust Company and OFI Institutional Asset Management, Inc.

Maureen Van Norstrand,
Vice President

None

Nancy Vann,
Vice President & Associate Counsel

None

Rene Vecka,
Assistant Vice President:

Rochester Division

None

Vincent Vermette,
Vice President

Assistant Vice President of OppenheimerFunds Distributor, Inc.

Elaine Villas-Obusan,
Assistant Vice President

None

Ryan Virag,
Assistant Vice President

None

Jake Vogelaar,
Assistant Vice President

None

Phillip F. Vottiero,
Senior Vice President

None

Mark Wachter,
Vice President

Formerly Manager at OppenheimerFunds, Inc. (March 2005 – February 2008).

Lisa Walsh,
Assistant Vice President

None

Darren Walsh,
Executive Vice President

President and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc.

Richard Walsh,
Vice President

Vice President of OFI Private Investments.

Thomas Waters,
Vice President

Vice President of OFI Institutional Asset Management, Inc.

Deborah Weaver,
Vice President

None

Jerry A. Webman,
Senior Vice President

Senior Vice President of HarbourView Asset Management Corporation.

Christopher D. Weiler,
Vice President:
Rochester Division

None

Christine Wells,
Vice President

None

Joseph J. Welsh,
Vice President

Vice President of HarbourView Asset Management Corporation.

Adam Wilde,
Assistant Vice President

None

Troy Willis,

Assistant Vice President,
Rochester Division

None

Mitchell Williams,
Vice President

None

Julie Wimer,
Assistant Vice President

None

Donna M. Winn,                             Senior Vice President

President, Chief Executive Officer & Director of OFI Private Investments Inc.; Director & President of OppenheimerFunds Legacy Program; Senior Vice President of OppenheimerFunds Distributor, Inc.

Brian W. Wixted,

Senior Vice President

Treasurer of HarbourView Asset Management Corporation; OppenheimerFunds International Ltd., Oppenheimer Real Asset Management, Inc., Shareholder Services, Inc., Shareholder Financial Services, Inc., OFI Private Investments Inc., OFI Institutional Asset Management, Inc., OppenheimerFunds plc and OppenheimerFunds Legacy Program; Treasurer and Chief Financial Officer of OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.

Carol E. Wolf,
Senior Vice President

Senior Vice President of HarbourView Asset Management Corporation and of Centennial Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc; serves on the Board of the Colorado Ballet.

Meredith Wolff,
Vice President

Vice President of OppenheimerFunds Distributor, Inc.

Oliver Wolff,
Assistant Vice President

None

Caleb C. Wong,
Vice President

None

Edward C. Yoensky,
Assistant Vice President

None

Geoff Youell,
Assistant Vice President

None

Lucy Zachman,
Vice President

None

Robert G. Zack,                          Executive Vice President & General Counsel

General Counsel of Centennial Asset Management Corporation; General Counsel and Director of OppenheimerFunds Distributor, Inc.; Senior Vice President and General Counsel of HarbourView Asset Management Corporation and OFI Institutional Asset Management, Inc.; Senior Vice President, General Counsel and Director of Shareholder Financial Services, Inc., Shareholder Services, Inc., OFI Private Investments Inc.; Executive Vice President, General Counsel and Director of OFI Trust Company; Director and Assistant Secretary of OppenheimerFunds International Limited; Vice President, Secretary and General Counsel of Oppenheimer Acquisition Corp.; Director and Assistant Secretary of OppenheimerFunds International Distributor Limited ; Vice President of OppenheimerFunds Legacy Program; Vice President and Director of Oppenheimer Partnership Holdings Inc.; Director of OFI Institutional Asset Management, Ltd.

Anna Zatulovskaya,
Assistant Vice President

None

Mark D. Zavanelli,
Vice President

Vice President of OFI Institutional Asset Management, Inc.

Sara Zervos,
Vice President

None

Alex Zhou,
Assistant Vice President

None

Ronald Zibelli, Jr.
Vice President

Formerly Managing Director and Small Cap Growth Team Leader at Merrill Lynch.

The Oppenheimer Funds include the following:

Centennial Government Trust

Centennial Money Market Trust

Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)

OFI Tremont Core Strategies Hedge Fund

Oppenheimer Absolute Return Fund

Oppenheimer AMT-Free Municipals

Oppenheimer AMT-Free New York Municipals

Oppenheimer Balanced Fund

Oppenheimer Baring SMA International Fund

Oppenheimer California Municipal Fund

Oppenheimer Capital Appreciation Fund

Oppenheimer Capital Income Fund

Oppenheimer Cash Reserves

Oppenheimer Champion Income Fund

Oppenheimer Commodity Strategy Total Return Fund

Oppenheimer Core Bond Fund (a series of Oppenheimer Integrity Funds)

Oppenheimer Developing Markets Fund

Oppenheimer Discovery Fund

Oppenheimer Emerging Growth Fund

Oppenheimer Equity Fund, Inc.

Oppenheimer Equity Income Fund, Inc.

Oppenheimer Global Fund

Oppenheimer Global Opportunities Fund

Oppenheimer Global Value Fund

Oppenheimer Gold & Special Minerals Fund

Oppenheimer Institutional Money Market Fund

Oppenheimer International Bond Fund

Oppenheimer International Diversified Fund

Oppenheimer International Growth Fund

Oppenheimer International Small Company Fund

Oppenheimer Limited Term California Municipal Fund

Oppenheimer Limited-Term Government Fund

Oppenheimer Limited Term Municipal Fund (a series of Oppenheimer Municipal Fund)

Oppenheimer Main Street Fund (a series of Oppenheimer Main Street Funds, Inc.)

Oppenheimer Main Street Opportunity Fund

Oppenheimer Main Street Small Cap Fund

Oppenheimer Master Event-Linked Bond Fund, LLC

Oppenheimer Master Loan Fund, LLC

Oppenheimer Master International Value Fund, LLC

Oppenheimer Money Market Fund, Inc.

Oppenheimer Multi-State Municipal Trust (3 series):

Oppenheimer New Jersey Municipal Fund

Oppenheimer Pennsylvania Municipal Fund

Oppenheimer Rochester National Municipals

Oppenheimer Portfolio Series (4 series)

Conservative Investor Fund

Moderate Investor Fund

Equity Investor Fund

Active Allocation Fund

Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Principal Protected Main Street Fund (a series of Oppenheimer Principal

Protected Trust)

Oppenheimer Principal Protected Main Street Fund II (a series of Oppenheimer Principal

Protected Trust II)

Oppenheimer Principal Protected Main Street Fund III (a series of Oppenheimer Principal

Protected Trust III)

Oppenheimer Quest For Value Funds (3 series)

Oppenheimer Quest Balanced Fund

Oppenheimer Quest Opportunity Value Fund

Oppenheimer Small- & Mid-Cap Value Fund

Oppenheimer Quest International Value Fund, Inc.

Oppenheimer Real Estate Fund

Oppenheimer Rising Dividends Fund, Inc.

Oppenheimer Rochester Arizona Municipal Fund

Oppenheimer Rochester Double Tax-Free Municipals

Oppenheimer Rochester General 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 Senior Floating Rate Fund

Oppenheimer Series Fund, Inc. (1 series):

Oppenheimer Value Fund

Oppenheimer SMA Core Bond Fund

Oppenheimer SMA International Bond Fund

Oppenheimer Strategic Income Fund

Oppenheimer Transition 2010 Fund

Oppenheimer Transition 2015 Fund

Oppenheimer Transition 2020 Fund

Oppenheimer Transition 2025 Fund

Oppenheimer Transition 2030 Fund

Oppenheimer Transition 2040 Fund

Oppenheimer Transition 2050 Fund

Oppenheimer U.S. Government Trust

Oppenheimer Variable Account Funds (11 series):

Oppenheimer Balanced Fund/VA

Oppenheimer Capital Appreciation Fund/VA

Oppenheimer Core Bond Fund/VA

Oppenheimer Global Securities Fund/VA

Oppenheimer High Income Fund/VA

Oppenheimer Main Street Fund/VA

Oppenheimer Main Street Small Cap Fund/VA

Oppenheimer MidCap Fund/VA

Oppenheimer Money Fund/VA

Oppenheimer Strategic Bond Fund/VA

Oppenheimer Value Fund/VA

Panorama Series Fund, Inc. (3 series):

Growth Portfolio

Oppenheimer International Growth Fund/VA

Total Return Portfolio

Rochester Fund Municipals

The address of the Oppenheimer funds listed above, Shareholder Financial Services, Inc., Shareholder Services, Inc., Centennial Asset Management Corporation, and OppenheimerFunds Legacy Program is 6803 South Tucson Way, Centennial, Colorado 80112-3924.

The address of OppenheimerFunds, Inc., OppenheimerFunds Distributor, Inc., HarbourView Asset Management Corporation, Oppenheimer Acquisition Corp., OFI Private Investments Inc., OFI Institutional Asset Management, Inc. Oppenheimer Real Asset Management, Inc. and OFI Trust Company is Two World Financial Center, 225 Liberty Street, 11th Floor, New York, New York 10281-1008.

The address of OppenheimerFunds International Ltd. is 70 Sir John Rogerson’s Quay, Dublin 2, Ireland.
 
The address of OFI Institutional Asset Management, Ltd., is One Silk Road, London, England EC27 8HQ

The address of Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.

The address of OppenheimerFunds International Distributor Limited is 13th Floor, Printing House, 6 Duddell Street, Central, Hong Kong.

Item 27. Principal Underwriter

(a)     OppenheimerFunds Distributor, Inc. is the Distributor of the Registrant's shares. It is also the Distributor of each of the other registered open-end investment companies for which OppenheimerFunds, Inc. is the investment adviser, as described in Part A and Part B of this Registration Statement and listed in Item 26(b) above (except Panorama Series Fund, Inc.) and for MassMutual Institutional Funds.
 
(b)     The directors and officers of the Registrant's principal underwriter are:

Name & Principal
Business Address

Position & Office
with Underwriter

Position and Office
with Registrant

Timothy Abbhul(1)

Vice President and Treasurer

None

Robert Agan(1)

Vice President

None

Anthony Allocco(2)

Assistant Vice President

None

Janette Aprilante(2)

Secretary

None

James Barker
1723 W. Nelson Street
Chicago, IL 60657

Vice President

None

Kathleen Beichert(1)

Senior Vice President

None

Rocco Benedetto(2)

Vice President

None

Christopher Bergeron

Vice President

None

Rick Bettridge

11504 Flowering Plum Lane

Highland, UT 84003

Vice President

None

David A. Borrelli
105 Black Calla Ct.
San Ramon, CA 94583

Vice President

None

Jeffrey R. Botwinick

4431 Twin Pines Drive
Manlius, NY 13104

Vice President

None

Sarah Bourgraf(1)

Vice President

None

Bryan Bracchi

1124 Hampton Dr.
Allen, TX, 75013

Vice President

None

Joshua Broad(2)

Vice President

None

Kevin E. Brosmith
5 Deer Path

South Natlick, MA 01760

Senior Vice President

None

Jeffrey W. Bryan
1048 Malaga Avenue
Coral Gables, FL 33134

Vice President

None

Ross Burkstaller

211 Tulane Drive SE

Albuquerque, NM 87106

Vice President

None

Robert Caruso
15 Deforest Road
Wilton, CT 06897

Vice President

None

Donelle Chisolm(2)

Assistant Vice President

None

Andrew Chronofsky

Vice President

None

Angelanto Ciaglia(2)

Vice President

None

Melissa Clayton(2)

Assistant Vice President

None

Craig Colby(2)

Vice President

None

Rodney Constable(1)

Vice President

None

Susan Cornwell(1)

Vice President

None

Neev Crane
1530 Beacon Street, Apt. #1403
Brookline, MA 02446

Vice President

None

Michael Daley
40W387 Oliver Wendell Holmes St
St. Charles, IL 60175

Vice President

None

Fredrick Davis

14431 SE 61st Street

Bellevue, WA 98006

Vice President

None

John Davis(2)

Vice President

None

Stephen J. Demetrovits(2)

Vice President

None

Steven Dombrower
13 Greenbrush Court
Greenlawn, NY 11740

Vice President

None

Beth Arthur Du Toit(1)

Vice President

None

Kent M. Elwell
35 Crown Terrace
Yardley, PA 19067

Vice President

None

Gregg A. Everett
4328 Auston Way
Palm Harbor, FL 34685-4017

Vice President

None

George R. Fahey

9511 Silent Hills Lane
Lone Tree, CO 80124

Senior Vice President

None

Eric C. Fallon
10 Worth Circle
Newton, MA 02458

Vice President

None

Kristie Feinberg(2)

Assistant Treasurer

None

James Fereday

Vice President

None

Joseph Fernandez
1717 Richbourg Park Drive
Brentwood, TN 37027

Vice President

None

Mark J. Ferro
104 Beach 221st Street
Breezy Point, NY 11697

Senior Vice President

None

Ronald H. Fielding(3)

Vice President

None

Eric P. Fishel
725 Boston Post Rd., #12
Sudbury, MA 01776

Vice President

None

Patrick W. Flynn
14083 East Fair Avenue
Englewood, CO 80111

Senior Vice President

None

John ("J") Fortuna(2)

Vice President

None

Jayme D. Fowler
3818 Cedar Springs Road, #101-349
Dallas, TX 75219

Vice President

None

William Friebel

2919 St. Albans Forest Circle
Glencoe, MO 63038

Vice President

None

Alyson Frost(2)

Assistant Vice President

None

Charlotte Gardner(1)

Vice President

None

Lucio Giliberti
6 Cyndi Court
Flemington, NJ 08822

Vice President

None

David Goldberg(2)

Assistant Vice President

None

Michael Gottesman
255 Westchester Way
Birmingham, MI 48009

Vice President

None

Raquel Granahan(2)

Vice President

None

Ralph Grant
10 Boathouse Close
Mt. Pleasant, SC 29464

Senior Vice President

None

Kahle Greenfield(2)

Vice President

None

Robert Grill(2)

Senior Vice President

None

Eric Grossjung
4002 N. 194th Street
Elkhorn, NE 68022

Vice President

None

Michael D. Guman
3913 Pleasant Avenue
Allentown, PA 18103

Vice President

None

James E. Gunter

603 Withers Circle
Wilmington, DE 19810

Vice President

None

Kevin J. Healy(2)

Vice President

None

Kenneth Henry(2)

Vice President

None

Wendy G. Hetson(2)

Vice President

None

Jennifer Hoelscher(1)

Assistant Vice President

None

Edward Hrybenko(2)

Vice President

None

Amy Huber(1)

Assistant Vice President

None

Brian F. Husch
37 Hollow Road
Stonybrook, NY 11790

Vice President

None

Patrick Hyland(2)

Assistant Vice President

None

Keith Hylind(2)

Vice President

None

Kathleen T. Ives(1)

Vice President & Assistant Secretary

Assistant Secretary

Shonda Rae Jaquez(2)

Vice President

None

Eric K. Johnson

8588 Colonial Drive
Lone Tree, CO 80124

Vice President

None

Elyse Jurman
5486 NW 42 Ave
Boca Raton, FL 33496

Vice President

None

Thomas Keffer(2)

Senior Vice President

None

Michael Keogh(2)

Vice President

None

Brian Kiley(2)

Vice President

None

Richard Klein
4820 Fremont Avenue South

Minneapolis, MN 55419

Senior Vice President

None

Richard Knott(1)

President and Director

None

Brent A. Krantz

61500 Tam McArthur Loop
Bend, OR 97702

Senior Vice President

None

Eric Kristenson(2)

Vice President

None

David T. Kuzia

10258 S. Dowling Way

Highlands Ranch, CO 80126

Vice President

None

Tracey Lange(2)

Vice President

None

John Laudadio

Vice President

None

Jesse Levitt(2)

Vice President

None

Julie Libby(2)

Senior Vice President

None

Eric J. Liberman

27 Tappan Ave., Unit West
Sleepy Hollow, NY 10591

Vice President

None

Malissa Lischin(2)

Assistant Vice President

None

Christina Loftus(2)

Vice President

None

Thomas Loncar

1401 North Taft Street, Apt. 726
Arlington, VA 22201

Vice President

None

Peter Maddox(2)

Vice President

None

Michael Malik
546 Idylberry Road
San Rafael, CA 94903

Vice President

None

Steven C. Manns

1627 N. Hermitage Avenue
Chicago, IL 60622

Vice President

None

Todd A. Marion

24 Midland Avenue
Cold Spring Harbor, NY 11724

Vice President

None

LuAnn Mascia(2)

Vice President

None

Michael McDonald

11749 S Cormorant Circle

Parker, CO 80134

Vice President

None

John C. McDonough
533 Valley Road

New Canaan, CT 06840

Senior Vice President

None

Kent C. McGowan
9510 190th Place SW

Edmonds, WA 98020

Vice President

None

Brian F. Medina

3009 Irving Street

Denver, CO 80211

Vice President

None

William Meerman
4939 Stonehaven Drive
Columbus, OH 43220

Vice President

None

Saul Mendoza

503 Vincinda Crest Way
Tampa FL 33619

Vice President

None

Mark Mezzanotte
16 Cullen Way
Exeter, NH 03833

Vice President

None

Noah Miller(1)

Vice President

None

Clint Modler(1)

Vice President

None

Robert Moser

9650 East Aspen Hill Circle

Lone Tree, CO 80124

Vice President

None

David W. Mountford

7820 Banyan Terrace
Tamarac, FL 33321

Vice President

None

Gzim Muja

269 S. Beverly Dr. #807
Beverly Hills, CA 90212

Vice President

None

Matthew Mulcahy(2)

Vice President

None

Wendy Jean Murray
32 Carolin Road
Upper Montclair, NJ 07043

Vice President

None

John S. Napier

17 Hillcrest Ave.
Darien, CT 06820

Vice President

None

Christina Nasta(2)

Vice President

None

Kevin P. Neznek(2)

Vice President

None

Christopher Nicholson(2)

Vice President

None

Patrick Noble(2)

Vice President

None

Chad Noel

Vice President

None

Alan Panzer
6755 Ridge Mill Lane
Atlanta, GA 30328

Vice President

None

Maria Paster(2)

Assistant Vice President

None

Donald Pawluk(2)

Vice President

None

Brian C. Perkes
6 Lawton Ct.

Frisco, TX 75034

Vice President

None

Wayne Perry

3900 Fairfax Drive Apt 813

Arlington, VA 22203

Vice President

None

Charles K. Pettit(2)

Vice President

None

Aaron Pisani(1)

Vice President

None

Rachel Powers(1)

Vice President

None

Nicole Pretzel(2)

Vice President

None

Minnie Ra

100 Dolores Street, #203

Carmel, CA 93923

Vice President

None

Dustin Raring
27 Blakemore Drive
Ladera Ranch, CA 92797

Vice President

None

Michael A. Raso

3 Vine Place

Larchmont, NY 10538

Vice President

None

Richard E. Rath
46 Mt. Vernon Ave.
Alexandria, VA 22301

Vice President

None

Ramsey Rayan(2)

Vice President

None

William J. Raynor(4)

Vice President

None

Corry Read(2)

Vice President

None

David R. Robertson(2)

Senior Vice President

None

Ian M. Roche
7070 Bramshill Circle
Bainbridge, OH 44023

Vice President

None

Michael Rock

9016 Stourbridge Drive
Huntersville, NC 28078

Vice President

None

Stacy Roode(2)

Vice President

None

Thomas Sabow
6617 Southcrest Drive
Edina, MN 55435

Vice President

None

John Saunders
2251 Chantilly Ave.
Winter Park, FL 32789

Vice President

None

Thomas Schmitt

40 Rockcrest Rd

Manhasset, NY 11030

Vice President

None

William Schories
3 Hill Street
Hazlet, NJ 07730

Vice President

None

Jennifer Sexton(2)

Vice President

None

Eric Sharp
862 McNeill Circle

Woodland, CA 95695

Vice President

None

Debbie A. Simon
55 E. Erie St., #4404

Chicago, IL 60611

Vice President

None

Bryant Smith

Vice President

None

Christopher M. Spencer
2353 W 118th Terrace
Leawood, KS 66211

Vice President

None

John A. Spensley

375 Mallard Court
Carmel, IN 46032

Vice President

None

Michael Staples

4255 Jefferson St Apt 328

Kansas City, MO 64111

Vice President

None

Alfred St. John(2)

Vice President

None

Bryan Stein
8 Longwood Rd.
Voorhees, NJ 08043

Vice President

None

Wayne Strauss(3)

Assistant Vice President

None

Brian C. Summe
2479 Legends Way

Crestview Hills, KY 41017

Vice President

None

Kenneth Sussi(2)

Vice President

None

Michael Sussman(2)

Vice President

None

George T. Sweeney
5 Smokehouse Lane

Hummelstown, PA 17036

Senior Vice President

None

James Taylor(2)

Assistant Vice President

None

Paul Temple(2)

Vice President

None

Troy Testa

Vice President

None

David G. Thomas
16628 Elk Run Court

Leesburg, VA 20176

Vice President

None

Mark S. Vandehey(1)

Vice President and Chief Compliance Officer

Vice President and Chief Compliance Officer

Vincent Vermette(2)

Vice President

None

Teresa Ward(1)

Vice President

None

Janeanne Weickum(1)

Vice President

None

Michael J. Weigner
4905 W. San Nicholas Street

Tampa, FL 33629

Vice President

None

Donn Weise
3249 Earlmar Drive

Los Angeles, CA 90064

Vice President

None

Chris G. Werner

98 Crown Point Place

Castle Rock, CO 80108

Vice President

None

Ryan Wilde(1)

Vice President

None

Julie Wimer(2)

Assistant Vice President

None

Donna Winn(2)

Senior Vice President

None

Peter Winters
911 N. Organce Ave, Pat. 514
Orlando, FL 32801

Vice President

None

Patrick Wisneski(1)

Vice President

None

Kurt Wolfgruber(2)

Director

None

Meredith Wolff(2)

Vice President

None

Michelle Wood(2)

Vice President

None

Cary Patrick Wozniak
18808 Bravata Court
San Diego, CA 92128

Vice President

None

John Charles Young
3914 Southwestern
Houston, TX 77005

Vice President

None

Jill Zachman(2)

Vice President

None

Robert G. Zack(2)

General Counsel & Director

Secretary

Steven Zito(1)

Vice President

None

(1)6803 South Tucson Way, Centennial, CO 80112-3924

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

(3)350 Linden Oaks, Rochester, NY 14623

(4)Independence Wharf, 470 Atlantic Avenue, 11th Floor, Boston, MA 02210

(c)     Not applicable.

Item 28. Location of Accounts and Records

The accounts, books and other documents required to be maintained by Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and rules promulgated thereunder are in the possession of OppenheimerFunds, Inc. at its offices at 6803 South Tucson Way, Centennial, Colorado 80112-3924.

Item 29. Management Services

Not applicable
 

Item 30. Undertakings

Not applicable.
 
 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Commonwealth of Massachusetts on the 28th day of September, 2009.

     Oppenheimer Rising Dividends Fund

     By:     /s/John V. Murphy               

          John V. Murphy, President,
          Principal Executive Officer and Director

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

Signatures                         Title                                      Date

/s/Brian F. Wruble             Chairman of the

Brian F. Wruble                 Board of Trustees                September 29, 2009
 
 

/s/John V. Murphy              President, Principal             September 28, 2009
John V. Murphy                  Executive Officer and Trustee     
 
 

/s/Brian W. Wixted            Treasurer, Principal             September 28, 2009
Brian W. Wixted                Financial & Accounting Officer

/s/David K. Downes          Trustee                                 September 28, 2009

David K. Downes

__________________

Matthew P. Fink                 Trustee                                 September __, 2009

__________________  
Phillip A. Griffiths             Trustee                                 September __, 2009
  
 

/s/Mary F. Miller                Trustee                                September 29, 2009
Mary F. Miller
 
 

/s/Joel W. Motley               Trustee                                September 29, 2009
Joel W. Motley
  
     

___________________

Mary Ann Tynan                 Trustee                                September __, 2009

/s/Joseph M. Wikler          Trustee                                 September 29, 2009

Joseph M. Wikler

_____________________

Peter I. Wold                      Trustee                                 September __, 2009

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OPPENHEIMER RISING DIVIDENDS FUND

Post-Effective Amendment No. 60
 
Registration Statement No. 002-65223
 

EXHIBIT INDEX

Exhibit No.     Description

23 (a)     Declaration of Trust

23(b)     By-Laws

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