Part C

EX-99 5 ptc2002.htm PART C Part C

OPPENHEIMER CHAMPION INCOME FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) (i) Amended and Restated Declaration of Trust dated 10/24/00: Previously filed with Registrant's
Post-Effective Amendment No. 22, dated November 16, 2000, and incorporated herein by reference.

(ii) Amendment No. 1 to the Amended and Restated Declaration of Trust dated January 25, 2002. Filed
herewith.

Amended and Restated By-Laws dated as of 10/24/00: Filed herewith.

(ii) Specimen Class B Share Certificate: Filed herewith.

(iii) Specimen Class C Share Certificate: Filed herewith.

(iv) Specimen Class N Share Certificate: Filed herewith.

(d) Investment Advisory Agreement dated 10/22/90: Filed with Post-Effective Amendment No. 6 to the
Registrant's Registration Statement, 1/25/91, and refiled with Registrant's Post-Effective Amendment No. 13,
1/24/95 pursuant to Item 102 of Regulation S-T and incorporated herein by reference.

(e) (i) General Distributor's Agreement dated 10/13/92: Filed with Post-Effective Amendment No. 10 to
Registrant's Registration Statement, 1/28/93, and refiled with Registrant's Post-Effective Amendment No. 13,
1/24/95, pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(ii) Form of Dealer 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.

(iii) Form of Broker 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.

Form of Agency 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.
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.

Form of Trust Company Agency 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.

(f) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Filed with Post-Effective
Amendment No. 40 to the Registration Statement of Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/27/98, and
incorporated herein by reference.

(g) (i) Custody Agreement dated 10/6/92 between Registrant and The Bank of New York: Filed with
Post-Effective Amendment No. 10 to Registrant's Registration Statement, 1/28/93, and refiled with Registrant's
Post-Effective Amendment No. 13, 1/24/95, pursuant to Item 102 of Regulation S-T and incorporated herein by
reference.

(ii) Amended and Restated Foreign Custody Manager Agreement dated 4/3/01: Previously filed with
Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg.
No. 2-82590), 10/25/01, and incorporated herein by reference.

(iii) Amendment dated 4/3/01 to Custody Agreement dated 11/12/92: Previously filed with Post-Effective
Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590),
10/25/01, and incorporated herein by reference.

(h) Not applicable.

(i) Opinion and Consent of Counsel dated 9/30/87: Filed with Registrant's Pre-Effective Amendment No. 2,
10/6/87, and refiled with Registrant's Post-Effective Amendment No. 13, 1/24/95, pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

(j) Independent Auditors' Consent: Filed herewith.

(k) Not applicable.

Investment Letter dated 10/1/87 from Champion Asset Management Corporation to Registrant: Filed with Registrant's
Post-Effective Amendment No. 1, 4/28/88, and incorporated herein by reference.

(m) (i) Service Plan and Agreement for Class A shares dated 6/22/93 under Rule 12b-1 of the Investment
Company Act of 1940: Filed with Post-Effective Amendment No. 11, 11/30/93, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement for Class B shares dated 10/1/95 under Rule 12b-1 of the
Investment Company Act of 1940: Filed with Post-Effective Amendment No. 14, 7/27/95, and incorporated herein by
reference.

Distribution and Service Plan and Agreement for Class C shares dated 12/1/93 under Rule 12b-1 of the Investment
Company Act of 1940: Filed with Post-Effective Amendment No. 13, 1/24/95, and incorporated herein by reference.

(iv) Distribution and Service Plan and Agreement for Class N shares dated 10/24/00: Filed with Post-Effective
Amendment No. 23, 1/19/01, and incorporated herein by reference..

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3 updated through 8/22/00: Previously filed with
Post-Effective Amendment No. 62 to the Registration Statement of Oppenheimer Money Market Fund, Inc. (Reg. No.
2-49887), 11/22/00, and incorporated herein by reference.

(i) Powers of Attorney for all Trustees and Officers, except for John Murphy (including Certified Board
Resolutions): Previously filed with Pre-Effective Amendment No. 2 to the Registration Statement of Oppenheimer
Select Managers (Reg. No. 333-49774), 2/8/01, and incorporated herein by reference.

(ii) Power of Attorney for John Murphy: 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.

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

None.

Item 25. Indemnification
-------------------------

Reference is made to the provisions of Article Seventh of Registrant's Amended and Restated 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 registered investment as companies, including without limitation
those described in Parts A and B hereof and listed in Item 26(b) below.

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,
Assistant Vice President
None.

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

Charles E. Albers,
Senior Vice President
None.

Edward J. Amberger,
Assistant Vice President
None.

Janette Aprilante,
Vice President and Secretary.
Secretary of OppenheimerFunds, Distributor, Inc.; Secretary of Centennial Asset Management Corporation; Assistant
Secretary of HarbourView Asset Management Corporation; Secretary of Oppenheimer Real Asset Management, Inc.;
Oppenheimer Partnership Holdings, Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc.;
Assistant Secretary of OFI Private Investments, Inc., Oppenheimer Trust Company and OAM Institutional, Inc.
None.

Hany S. Ayad,
Assistant Vice President
None.

Victor W. Babin,
Senior Vice President
None.

Bruce L. Bartlett,
Senior Vice President
None.

Victoria Baska,
Assistant Vice President
None.

George Batejan,
Executive Vice President/
Chief Information Officer
None.

Kevin Baum,
Assistant Vice President
None.

Connie Bechtolt,
Assistant Vice President
None.

Kathleen Beichert,
Vice President
None.

Rajeev Bhaman,
Vice President
None.

Mark Binning,
Assistant Vice President
None.

Robert J. Bishop,
Vice President
None.

John R. Blomfield,
Vice President
None.

Chad Boll,
Assistant Vice President
None

Lowell Scott Brooks,
Vice President
None.
Scott Burroughs
Vice President
None.

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

Michael A. Carbuto,
Vice President
None

Peter V. Cocuzza,
Vice President
None.

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

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

John M. Davis,
Assistant Vice President
None.

Robert A. Densen,
Senior Vice President
None.

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

Craig P. Dinsell,
Executive Vice President
None.
Randall C. Dishmon,
Assistant Vice President
None.

Steven D. Dombrower,
Vice President
None.

Bruce C. Dunbar,
Vice President
None.

Richard Edmiston,
Assistant Vice President
None.

Daniel R. Engstrom,
Assistant Vice President
None.

Armand B. Erpf,
Assistant Vice President
None.

George R. Evans,
Vice President
None.

Edward N. Everett,
Assistant Vice President
None.

George Fahey,
Vice President
None.

Leslie A. Falconio,
Vice President
None.

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

Katherine P. Feld,
Vice President and Senior Counsel
Vice President of OppenheimerFunds, Distributor, Inc.; Director, Vice President and Assistant Secretary of
Centennial Asset Management Corporation; and Vice President of Oppenheimer Real Asset Management, Inc.

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

P. Lyman Foster,
Senior Vice President
Formerly, Vice President of Prudential Investments (August 1999-April 2000).

David J. Foxhoven,
Assistant Vice President
None.

Colleen M. Franca,
Assistant Vice President
None.

Crystal French,
Vice President
None.

Dan P. Gangemi,
Vice President
None.

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

Charles W. Gilbert,
Assistant Vice President
None.

Alan C. Gilston,
Vice President
None.

Jill E. Glazerman,
Vice President
None.
Paul M. Goldenberg,
Vice President
None.

Mikhail Y. Goldverg,
Vice President
None.

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

Jeremy H. Griffiths,
Executive Vice President, Chief Financial Officer and Director
Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition Corp.; President, Chief Executive
Officer, Chairman of the Board and director of Oppenheimer Trust Company; Executive Vice President of HarbourView
Asset Management Corporation, OFI Private Investments, Inc. and OAM Institutional, Inc; President and director of
OppenheimerFunds International Ltd. and Millennium Funds plc; director of Trinity Investment Management Corp.,
Secretary/Treasurer of OppenheimerFunds Legacy Program (a Colorado non-profit corporation); and a Member and
Fellow of the Institute of Chartered Accountants.

Robert Grill,
Senior Vice President
None.

Robert Guy,
Senior Vice President
None.

Robert Haley,
Assistant Vice President
None.

Kelly Haney,
Assistant Vice President
None.

Thomas B. Hayes,
Vice President
None.

Dorothy F. Hirshman,
Vice President
None.

Merryl I. Hoffman,
Vice President and Senior Counsel
Secretary of HarbourView Asset Management Corporation, OFI Private Investments, Inc. and OAM Institutional, Inc.;
Assistant Secretary of OppenheimerFunds Legacy Program.

Merrell I. Hora,
Vice President
None.

Scott T. Huebl,
Vice President
None.

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

James G. Hyland,
Assistant Vice President
None.

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

Kathleen T. Ives,
Vice President and Assistant Counsel
Vice President of OppenheimerFunds Distributor, Inc.; Assistant Secretary of Shareholder Financial Services, Inc.
and OppenheimerFunds Legacy Program; and Vice President and Assistant Secretary of Shareholder Services, Inc.

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

Frank V. Jennings,
Vice President
None.

Lewis A. Kamman,
Vice President
None.

Jennifer E. Kane,
Assistant Vice President
None.

Lynn O. Keeshan,
Senior Vice President
None.
Thomas W. Keffer,
Senior Vice President
None.

Kristina J. Keller,
Vice President
None.

Michael Keogh,
Vice President
None.

Michael Kirkpatrick,
Assistant Vice President
None.

Walter G. Konops,
Assistant Vice President
None.

Avram D. Kornberg,
Senior Vice President
None.

Dimitrios Kourkoulakos,
Assistant Vice President.
None.

John S. Kowalik,
Senior Vice President
None.

Joseph Krist,
Assistant Vice President
None.

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

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

Michael S. Levine,
Vice President
None.

Shanquan Li,
Vice President
None.

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

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

David P. Lolli,
Assistant Vice President

Daniel G. Loughran
Vice President: Rochester Division
None.

David M. Mabry,
Vice President
None.

Steve Macchia,
Vice President
None.

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

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

Lisa Migan,
Assistant Vice President
None.

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

Joy Milan,
Vice President
None.

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

Nikolaos D. Monoyios,
Vice President
None.

John Murphy,
Chairman, Chief Executive Officer and director and President.
President and a trustee of other Oppenheimer funds; President and a director of Oppenheimer Acquisition Corp.,
and of Oppenheimer Partnership Holdings, Inc.; Chairman and a director of Shareholder Services, Inc. and of
Shareholder Financial Services, Inc.; President and a director of Oppenheimer Real Asset Management, Inc.;
President and a director of OppenheimerFunds Legacy Program; a director of Trinity Investment Management
Corporation, Tremont Advisers, Inc., OAM Institutional, Inc., HarbourView Asset Management Corporation and OFI
Private Investments, Inc.; formerly President and trustee (from November 1999 to November 2001) of MML Series
Investment Fund and MassMutual Institutional Funds, open-end investment companies; Chief Operating Officer
(September 2000 - July 2001) of the Manager; Executive Vice President of Massachusetts Mutual Life Insurance
Company (from February 1997 to August 2000); a director (from 1999 to 2000) of C.M. Life Insurance Company;
President, Chief Executive Officer and a director (from 1999 to 2000) of MML Bay State Life Insurance Company.

Thomas J. Murray,
Vice President

Kenneth Nadler,
Vice President
None.

David Negri,
Senior Vice President
None.

Barbara Niederbrach,
Assistant Vice President
None.

Robert A. Nowaczyk,
Vice President
None.

Raymond C. Olson,
Assistant Vice President
None.

Gina M. Palmieri,
Vice President
None.

Frank J. Pavlak,
Vice President
None.

David P. Pellegrino,
Vice President
None.

James F. Phillips,
Assistant Vice President
None.

Jane C. Putnam,
Vice President
None.

Michael E. Quinn,
Vice President
None.

Julie S. Radtke,
Vice President
None.

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

Thomas P. Reedy,
Vice President
Vice President of HarbourView Asset Management Corporation.

John Reinhardt,
Vice President: Rochester Division
None

David Robertson,
Senior Vice President
Formerly Director of Sales & Marketing at Schroder Investment Management North America (March 1998-March 2000).

Antoinette Rodriguez,
Assistant Vice President
None.

Jeffrey S. Rosen,
Vice President
None.

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

Richard H. Rubinstein,
Senior Vice President
None.

Lawrence E. Rudnick,
Assistant Vice President
None.

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

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

Rohit Sah,
Assistant Vice President
None.

Valerie Sanders,
Vice President
None.

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

Jeffrey R. Schneider,
Vice President
None.

Ellen P. Schoenfeld,
Vice President
None.

Allan P. Sedmak
Assistant Vice President
None.

Jennifer L. Sexton,
Vice President
None.

Martha A. Shapiro,
Vice President
None.

Steven J. Sheerin,
Vice President
Formerly consultant with Pricewaterhouse Coopers (November 2000-May 2001) prior to which he was a Vice President
of Merrill Lynch Pierce Fenner & Smith, Inc. (July 1998-October 2000).

Richard A. Soper,
Vice President
None.

Keith J. Spencer,
Vice President
None.

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

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

Arthur P. Steinmetz,
Senior Vice President
None.

Jayne M. Stevlingson,
Vice President
None.

Gregory J. Stitt,
Vice President
None.
John P. Stoma,
Senior Vice President
None.

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

Mary Sullivan,
Assistant Vice President
None.

Kevin L. Surrett,
Assistant Vice President
None.

Susan B. Switzer,
Vice President
None.

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

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

Mark S. Vandehey,
Vice President
None.

Maureen VanNorstrand,
Vice President
None.
Phillip F. Vottiero,
Vice President
None.

Samuel Sloan Walker,
Vice President
None.

Teresa M. Ward,
Vice President
None.

Jerry A. Webman,
Senior Vice President
None.

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

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

Christine Wells,
Vice President
None.

Joseph J. Welsh,
Vice President
None.

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

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

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

Kenneth Winston,
Senior Vice President
Principal at Richards & Tierney, Inc. (until June 2001).

Brian W. Wixted,
Senior Vice President and Treasurer
Treasurer of HarbourView Asset Management Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
Management, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc., OFI Private
Investments, Inc., OppenheimerFunds International Ltd., Oppenheimer Millennium Funds plc and OAM Institutional,
Inc.; Treasurer and Chief Financial Officer of Oppenheimer Trust Company; Assistant Treasurer of Oppenheimer
Acquisition Corp. and of OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.

Carol Wolf,
Senior Vice President
An officer and/or portfolio manager of certain Oppenheimer funds; serves on the Board of Chinese Children
Adoption International Parents Council, Supporters of Children, and the Advisory Board of Denver Children's
Hospital Oncology Department.

Kurt Wolfgruber,
Senior Vice President
Senior Investment Officer, Director of Domestic Equities; member of the Investment Product Review Committee and
the Executive Committee of HarbourView Asset Management Corporation.

Caleb C. Wong,
Vice President
None.

Robert G. Zack,
Senior Vice President and Secretary and General Counsel.
Senior Vice President and General Counsel of OAM Institutional, Inc and HarbourView Asset Management Corporation;
Senior Vice President, General Counsel and a director of OppenheimerFunds Distributor, Inc., Oppenheimer Trust
Company, OFI Private Investments, Inc., Shareholder Services, Inc., Shareholder Financial Services, Inc.; a
director of Oppenheimer Real Asset Management, Inc.; Vice President and director of Oppenheimer Partnership
Holdings, Inc.; director and Assistant Secretary of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; Secretary of Oppenheimer Acquisition Corporation; General Counsel of Centennial Asset
Management Corporation; Vice President of OppenheimerFunds Legacy Program; an officer of other Oppenheimer funds.

Jill Zachman,
Assistant Vice President: Rochester Division
None.

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

Mark D. Zavanelli,
Vice President
None.

Arthur J. Zimmer,
Senior Vice President
Senior Vice President (since April 1999) of HarbourView Asset Management Corporation.

Susan Zimmerman,
Vice President
None.

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

New York-based Oppenheimer Funds
--------------------------------

Oppenheimer California Municipal Fund
Oppenheimer Capital Appreciation Fund
Oppenheimer Capital Preservation Fund
Oppenheimer Concentrated Growth 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 Money Market Fund, 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 Special Value Fund
Oppenheimer Trinity Core Fund
Oppenheimer Trinity Large Cap Growth Fund
Oppenheimer Trinity Value Fund
Oppenheimer U.S. Government Trust

Quest/Rochester Funds
---------------------

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

Denver-based Oppenheimer Funds
------------------------------

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

The address of OppenheimerFunds, Inc., 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 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 B of this Registration Statement and listed in Item 26(b) above
(except Oppenheimer Multi-Sector Income Trust and Panorama Series Fund, Inc.) and for MassMutual Institutional
Funds.

(b) The directors and officers of the Registrant's principal underwriter are:

Name & Principal Positions & Offices Positions & Offices
Business Address with Underwriter with Registrant
---------------- ---------------- ---------------

Robert Agan (1) Vice President None
Jason R. Bach Vice President None
3264 Winthrop Circle
Marietta, GA 30067

William M. Beardsley Vice President None
1521 Arrow Wood Land
Downers Grove, IL 60515

Kathleen Beichert (1) Vice President None

Gabriella Bercze (2) Vice President None

Douglas S. Blankenship Vice President None
17011 Woodbark
Spring, TX 77379

Tracey Blinzler (1) Assistant Vice President None

Christina Bourgeois (2) Assistant Vice President None

L. Scott Brooks (2) Vice President None

Kevin E. Brosmith Senior Vice President None
170 Phillip Court
Lake Bluff, IL 60044

Jeffrey W. Bryan (2) Vice President None

Susan Burton Vice President None
4127 Towne Green Circle
Addison, TX 75001

Kathleen Mary Byron Vice President None
6 Dahlia Drive
Irvine, CA 92618

H.C. Digby Clements Vice President None
200 Oaklane
Rochester, NY 14610

Robert A. Coli Vice President None
12 White Tail Lane
Bedminster, NJ 07921

William Coughlin (2) Vice President None

Jill E. Crockett (2) Assistant Vice President None

Jeffrey D. Damia (2) Vice President None

John Davis (2) Assistant Vice President None

Stephen J. Demetrovits (2) Vice President None

Christopher DeSimone Vice President None
5105 Aldrich Avenue South
Minneapolis, MN 55419

Michael W. Dickson Vice President None
21 Trinity Avenue
Glastonbury, CT 06033

Joseph A. DiMauro Vice President None
244 McKinley Avenue
Grosse Pointe Farms, MI 48236

Steven Dombrower (2) Vice President None

George P. Dougherty Vice President None
4090 Redbud Circle
Doylestown, PA 18901

Cliff H. Dunteman Vice President None
1196 Fieldstone Dr.
Crystal Lake, IL 60014-1642

John Eiler (2) Vice President None

Kent M. Elwell Vice President None
35 Crown Terrace
Yardley, PA 19067

Gregg A. Everett Vice President None
7124 Trysail Circle
Tampa, FL 33607

George R. Fahey Vice President None
9 Townview Court
Flemington, NJ 08822

Eric C. Fallon Vice President None
10 Worth Circle
Newton, MA 02458

Katherine P. Feld (2) Vice President and None
Corporate Secretary
Mark J. Ferro (2) Vice President None

Ronald H. Fielding (3) Vice President None

Patrick W. Flynn (1) Senior Vice President None

John E. Forrest (2) Senior Vice President None

John ("J") Fortuna (2) Vice President None

P. Lyman Foster (2) Senior Vice President None

Victoria Friece (1) Assistant Vice President None

Luiggino J. Galleto Vice President None
10302 Riesling Court
Charlotte, NC 28277

Michelle M. Gans Vice President None
2700 Polk Street, Apt. #9
San Francisco, CA 94109

Lucio Giliberti Vice President None
6 Cyndi Court
Flemington, NJ 08822

Raquel Granahan (2) Vice President None

Ralph Grant (2) Senior Vice President None

Michael D. Guman Vice President None
3913 Pleasant Avenue
Allentown, PA 18103

Tonya N. Hammet Assistant Vice President None
2612 W. Grand Reserve Circle #227
Clearwater, FL 33759

Clifford W. Heidinger Vice President None
90 Gates Street
Portsmouth, NH 03801

Phillipe D. Hemery Vice President None
184 Park Avenue
Rochester, NY 14607

Elyse R. Jurman Herman Vice President None
1194 Hillsboro Mile, Villa 51
Hillsboro Beach, FL 33062

Wendy G. Hetson Vice President None
4 Craig Street
Jericho, NY 11753

Kristen L. Heyburn Vice President None
2315 Mimosa Drive #2
Houston, TX 77019

William E. Hortz (2) Vice President None

Edward Hrybenko (2) Vice President None

Brian F. Husch (2) Vice President None

Richard L. Hymes (2) Vice President None

Kathleen T. Ives (1) Vice President None

Eric K. Johnson Vice President None
28 Oxford Avenue
Mill Valley, CA 94941

Mark D. Johnson Vice President None
15792 Scenic Green Court
Chesterfield, MO 63017

John S. Kavanaugh Vice President None
2 Cervantes, Apt. #301
San Francisco, CA 94123

Christina J. Keller (2) Vice President None

Brian G. Kelly Vice President None
60 Larkspur Road
Fairfield, CT 06430

Michael Keogh (2) Vice President None

Lisa Klassen (1) Assistant Vice President None

Richard Klein Senior Vice President None
4820 Fremont Avenue So.
Minneapolis, MN 55409

Richard Knott (2) Vice President None

Dean Kopperud (2) Senior Vice President None

Brent A. Krantz Senior Vice President None
P. O. Box 1313
Seahurst, WA 98062

David T. Kuzia Vice President None
9697 S. Golden Eagle Dr.
Highlands, CO 80126

Tracey Lange (2) Vice President None

Dawn Lind Vice President None
21 Meadow Lane
Rockville Centre, NY 11570

Malissa Lischin (2) Assistant Vice President None

James V. Loehle Vice President None
30 Wesley Hill Lane
Warwick, NY 10990

Joseph X. Loftus (2) Assistant Vice President None

John J. Lynch Vice President None
5341 Ellsworth
Dallas, TX 75206

Mark Macken Vice President None
462 Lincoln Avenue
Sayville, NY 11782

Michael Magee (2) Vice President None

Steven C. Manns Vice President None
1941 W. Wolfram
Chicago, IL 60657

Todd A. Marion Vice President None
3 St. Marks Place
Cold Spring Harbor, NY 11724

David M. Martin Vice President None
10155 S. Woodrose Lane
Highlands Ranch, CO 80126
LuAnn Mascia (2) Assistant Vice President None

Theresa-Marie Maynier Vice President None
2421 Charlotte Drive
Charlotte, NC 28203

Anthony P. Mazzariello Vice President None
704 Beaver Road
Leetsdale, PA 15056

John C. McDonough Vice President None
3812 Leland Street
Chevy Chase, MD 20815

Kent C. McGowan Vice President None
18424 12th Avenue West
Lynnwood, WA 98037

Dixon Morgan Vice President None
1820 Berkshire Rd.
Gates Mills, OH 44040

Charles Murray (2) Senior Vice President None

Wendy Jean Murray Vice President None
32 Carolin Road
Upper Montclair, NJ 07043

John W. Nesnay Vice President None
9511 S. Hackberry Street
Highlands Ranch, CO 80126

Kevin P. Neznek (2) Vice President None

Patrick J. Noble Vice President None
1155 Wellesley Avenue #204
Los Angeles, CA 90049

Chad V. Noel Vice President None
2408 Eagleridge Drive
Henderson, NV 89014

Raymond Olsen (1) Assistant Vice President None
& Treasurer

Gayle E. Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672
Brian C. Perkes Vice President None
8734 Shady Shore Drive
Frisco, TX 75034

Charles K. Pettit Vice President None
22 Fall Meadow Drive
Pittsford, NY 14534

William L. Presutti Vice President None
238 Kemp Avenue
Fair Haven, NJ 07704

Elaine Puleo-Carter (2) Senior Vice President None

Christopher L. Quinson Vice President None
19 Cayuga Street
Rye, NY 10580

Minnie Ra Vice President None
100 Dolores Street, #203
Carmel, CA 93923

Heather Rabinowitz (2) Assistant Vice President None

Gary D. Rakan Vice President None
25031 Woodridge Triangle
Farmington, MI 48335

Michael A. Raso Vice President None
16 N. Chatsworth Ave., Apt. 301
Larchmont, NY 10538

Douglas Rentschler Vice President None
677 Middlesex Road
Grosse Pointe Park, MI 48230

Michelle Simone Richter (2) Vice President None

Ruxandra Risko(2) Vice President None

David R. Robertson (2) Senior Vice President None

Kenneth A. Rosenson Vice President None
24753 Bantage Point Terr.
Malibu, CA 90265

James H. Ruff (2) President & Director None

William R. Rylander Vice President None
85 Evergreen Road
Vernon, CT 06066

Thomas Sabow (2) Vice President None

Alfredo Scalzo Vice President None
9616 Lake Chase Island Way
Tampa, FL 33626

Michael Sciortino Vice President None
785 Beau Chene Drive
Mandeville, LA 70471

Eric Sharp Vice President None
862 McNeill Circle
Woodland, CA 95695

Debbie Simon (2) Vice President None

Douglas Bruce Smith Vice President None
808 South 194th Street
Seattle,WA 98148

William A. Spetrino Vice President None
7631 Yennicook Way
Hudson, OH 44236

Byron D. Stein Vice President None
7000 Island Blvd., Apt. 1408
Aventura, FL 33160

John Stoma (2) Senior Vice President None

David E. Sturgis Vice President None
81 Surrey Lane
Boxford, MA 01921

Brian C. Summe Vice President None
239 N. Colony Drive
Edgewood, KY 41017

Michael Sussman(2) Vice President None

George T. Sweeney Senior Vice President None
5 Smoke House Lane
Hummelstown, PA 17036

Andrew E. Sweeny Vice President None
5967 Bayberry Drive
Cincinnati, OH 45242

Scott McGregor Tatum Vice President None
704 Inwood
Southlake, TX 76092

James Taylor (2) Assistant Vice President None

Martin Telles (2) Senior Vice President None

Martin Temple (2) Vice President None

David G. Thomas Vice President None
1328 N. Cleveland Street
Arlington, VA 22201

Bryan K.Toma Vice President None
14575 S. Gallery
Olathe, KS 66062

Floyd A. Tucker Vice President None
1930 W. Barry Ave., #2
Chicago, IL 60657

Tanya Valency (2) Vice President None

Mark Vandehey (1) Vice President None

Andrea Walsh (1) Vice President None

Suzanne Walters (1) Assistant Vice President None

Teresa Ward (1) Vice President None

Michael J. Weigner Vice President None
4905 W. San Nicholas Street
Tampa, FL 33629
Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064

Catherine White (2) Assistant Vice President None

Marjorie J. Williams Vice President None
6930 East Ranch Road
Cave Creek, AZ 85331

Thomas Wilson (2) Vice President None

Donna Winn (2) Senior Vice President None

Philip Witkower (2) Senior Vice President None

Cary Patrick Wozniak Vice President None
18808 Bravata Court
San Diego, CA 92128

Gregor D. Yuska Vice President None
16035 Canterbury Estates Dr.
Ellisville, MO 63021

Jill Zackman Vice President None
10 Colonial Circle
Fairport, NY 14450

(1) 6803 South Tucson Way, Englewood, CO 80112
(2) 498 Seventh Avenue, New York, NY 10018
(3 )350 Linden Oaks, Rochester, NY 14623

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, Englewood, Colorado 80112.

Item 29. Management Services

Not applicable

Item 30. Undertakings

Not applicable.

Pursuant to the requirements of the Securities Act of 1933 and/or 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 County of Arapahoe and State of Colorado on the
25th day of January, 2002.

OPPENHEIMER champion income FUND

/s/ James C. Swain *
By: James C. Swain, Chairman

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/ James C. Swain* Chairman of the January 25, 2002
------------------- Board of Trustees
James C. Swain and Principal Executive
Officer

/s/ John V. Murphy* President
------------------- and Trustee January 25, 2002
John V. Murphy

/s/ Brian W. Wixted* Treasurer and Principal January 25, 2002
------------------- Financial and Accounting
Brian W. Wixted Officer

/s/ William L. Armstrong* Trustee January 25, 2002
-------------------------
William L. Armstrong

/s/ Robert G. Avis* Trustee January 25, 2002
------------------------
Robert G. Avis

/s/ George C. Bowen* Trustee January 25, 2002
------------------------
George C. Bowen

/s/ Edward L. Cameron* Trustee January 25, 2002
------------------------
Edward L. Cameron
/s/ Jon S. Fossel* Trustee January 25, 2002
------------------------
Jon S. Fossel

/s/ Sam Freedman* Trustee January 25, 2002
-----------------------
Sam Freedman

/s/ C. Howard Kast* Trustee January 25, 2002
----------------------
C. Howard Kast

/s/ Robert M. Kirchner* Trustee January 25, 2002
-----------------------
Robert M. Kirchner

/s/ F. William Marshall* Trustee January 25, 2002
------------------------
F. William Marshall

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

EXHIBIT INDEX

Exhibit No. Description
-------------- --------------

23(a)(ii) Amendment No. 1 to the Amended and Restated Declaration of Trust dated January 25, 2002

23(b) Amended and Restated By-Laws dated as of 10/24/00

23(c)(i) Specimen Class A Share Certificate
23(c)(ii) Specimen Class B Share Certificate
23(c)(iii) Specimen Class C Share Certificate
23(c)(iv) Specimen Class N Share Certificate

23(j) Independent Auditors' Consent

Na1\190\190PartC_Jan02.doc