485BPOS 1 ci485b.htm FORM N1-A 485B ci485b.htm
As filed with the Securities and Exchange Commission on August 21, 2012

 
 Registration No. 2-33043
File No. 811-1512
 

SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
 
 

 
FORM N-1A
REGISTRATION STATEMENT
UNDER
     
THE SECURITIES ACT OF 1933
  
x
   
Pre-Effective Amendment No.
    
Post-Effective Amendment No. 72
  
x
 
and/or
 
REGISTRATION STATEMENT
UNDER
     
THE INVESTMENT COMPANY ACT OF 1940
    
   
Amendment No. 56
  
x
 
OPPENHEIMER CAPITAL INCOME FUND
(a Delaware statutory trust as successor to OPPENHEIMER CAPITAL INCOME FUND, a Massachusetts business trust)
(Exact Name as Specified in Charter)
 
     
6803 South Tucson Way
Centennial, Colorado
  
 
80112-3924
(Address of Principal Executive Office)
  
(Zip Code)
 
Registrant’s Telephone Number, including Area Code (303) 768-3200
 
Arthur S. Gabinet, Esq.
OppenheimerFunds, Inc.
Two World Financial Center, 225 Liberty Street
New York, NY 10281-1008
(Name and Address of Agent for Service)
 
 
 

 

 
It is proposed that this filing will become effective
 
¨
immediately upon filing pursuant to paragraph (b)

x
on August 22, 2012 pursuant to paragraph (b)

¨
60 days after filing pursuant to paragraph (a)(1)

¨
on (date) pursuant to paragraph (a)(1)

¨
75 days after filing pursuant to paragraph (a)(2)

¨
on (date) pursuant to paragraph (a)(2) of Rule 485

¨
this post-effective amendment designates a new effective date for a previously filed post-effective amendment
 
DECLARATION REQUIRED BY RULE 24f-2 (a)
 
The issuer has registered an indefinite amount of its securities under the Securities Act of 1933 pursuant to Rule 24f-2(a). Notice for the Registrant’s fiscal year ended August 31, 2011 was filed on November 29, 2011.
 
The Registrant is the successor issuer to the Predecessor Registrant, a Massachusetts business trust (the “Predecessor Registrant”). By filing this Post-Effective Amendment to the currently effective Registration Statement on Form N-1A of the Predecessor Registrant (File No. 2-33043), the Registrant expressly adopts the Registration Statement of the Predecessor Registrant as its own Registration Statement for all purposes of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, effective August 22, 2012, immediately following the closing of a shell reorganization transaction between the Predecessor Registrant and the Registrant. The Registrant’s semi-annual report, dated February 29, 2012 is hereby incorporated by reference.
 
 

 


 
 
 
OPPENHEIMER CAPITAL INCOME FUND

FORM N-1A

PART C

OTHER INFORMATION


Item 28. - Exhibits

(a)           Agreement and Declaration of Trust dated 8/15/12: Filed herewith.

(b)           By-Laws dated as of 8/15/12:  Filed herewith.

(c)           (i) Article V of the Agreement and Declaration of Trust: Filed herewith and incorporated by reference.

(ii) Article II of the By-Laws: Filed herewith and incorporated by reference.

(d)           Amended and Restated Investment Advisory Agreement dated 8/21/12:  Filed herewith.

(e)   (i) General Distributor's Agreement dated 10/13/92: Previously filed with Registrant's Post-Effective Amendment No. 42, (10/28/94), 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)         Form of Oppenheimer Funds Compensation Deferral Plan, As Amended and Restated Effective 1/1/08: Previously filed with Post-Effective Amendment No. 2 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. No. 333-146105), (5/29/09), and incorporated herein by reference.

(g)           (i) Global Custody Agreement dated 2/16/07: Previously filed with Post-Effective Amendment No. 57 to the Registration Statement of Oppenheimer Rising Dividends Fund (Reg. No. 2-65223), (7/31/07), and incorporated herein by reference.

(ii) Amendment dated 8/16/10 to the Global Custody Agreement: Previously filed with Post-Effective Amendment No. 9 to the Registration Statement of Oppenheimer Select Value Fund (Reg. No. 333-100700), (8/26/10), and incorporated herein by reference.

(h)           Not applicable.

(i)           (i)  Opinion and Consent of Counsel: Filed herewith.

(ii) Opinion of Delaware Counsel: Filed herewith.

(iii) Opinion of Tax Counsel:  Filed herewith.

(j)           Independent Registered Public Accounting Firm’s Consent: Previously filed with Registrant's Post-Effective Amendment No. 70, (12/23/11), and incorporated herein by reference.

(k) Not applicable.

(l) Not applicable.

(m)         (i)  Amended and Restated Service Plan and Agreement for Class A shares dated 6/30/11: Previously filed with Registrant's Post-Effective Amendment No. 70, (12/23/11), and incorporated herein by reference.

(ii) Amended and Restated Distribution and Service Plan and Agreement for Class B shares dated 6/30/11: Previously filed with Registrant's Post-Effective Amendment No. 70, (12/23/11), and incorporated herein by reference.

(iii) Amended and Restated Distribution and Service Plan and Agreement for Class C shares dated 6/30/11: Previously filed with Registrant's Post-Effective Amendment No. 70, (12/23/11), and incorporated herein by reference.

(iv) Amended and Restated Distribution and Service Plan and Agreement for Class N shares dated 6/30/11: Previously filed with Registrant's Post-Effective Amendment No. 70, (12/23/11), and incorporated herein by reference.

(n)         Oppenheimer Funds Multiple Class Plan under Rule 18f-3 as updated through 4/20/11: Previously filed with Post-Effective Amendment No. 5 to the Registration Statement of Oppenheimer Transition 2010 Fund (Reg. No. 333-135516), (6/27/11), and incorporated herein by reference.

(o)           (i) Powers of Attorney dated 11/16/11 for the following  Trustees/Directors and Officers: Armstrong and Cameron: Previously filed with Pre-Effective Amendment No. 4 to the Registration Statement of Oppenheimer High Yield Opportunities Fund (Reg. No. 333-176889), (11/22/11), and incorporated herein by reference.

    (ii) Powers of Attorney for all Trustees/Directors and Officers except Armstrong and Cameron: Previously filed with Post-Effective Amendment No. 8 to the Registration Statement of Oppenheimer Portfolio Series Fixed Income Active Allocation Fund (Reg. 333-146105), (3/27/12), and incorporated by reference.

(p)         Code of Ethics of the Oppenheimer Funds, OppenheimerFunds, Inc. (including affiliates and subsidiaries) and OppenheimerFunds Distributor, Inc., dated as of 5/25/12 under Rule 17j-1 of the Investment Company Act of 1940: Previously filed with Post-Effective Amendment No. 7 to the Registration Statement of Oppenheimer Transition 2010 Fund (Reg. No. 333-135516), (6/26/12), and incorporated herein by reference.


Item 29. - Persons Controlled by or Under Common Control with the Fund

None.

Item 30. - Indemnification

Reference is made to the provisions of Article VII of Registrant's Agreement and Declaration of Trust filed as Exhibit 28(a) to this Registration Statement and incorporated herein by reference.

Insofar as indemnification for certain 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 31. - 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 31(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,
Senior Vice President
Treasurer of Centennial Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc., Trinity Investment Management Corporation and OFI Trust Company; Assistant Treasurer of Oppenheimer Acquisition Corp.; Vice President and Assistant Treasurer of OppenheimerFunds Distributor, Inc.
Robert Agan,
Senior Vice President
Senior Vice President of Shareholder Financial Services, Inc., OFI Institutional Asset Management, Inc. and Shareholders Services, Inc.; Vice President of OppenheimerFunds Distributor, Inc., Centennial Asset Management Corporation and OFI Private Investments Inc.
Obianyo Akunwafor,
Vice President
None
Carl Algermissen,
Vice President,  Senior Counsel & Assistant Secretary
Assistant Secretary of Centennial Asset Management Corporation.
Ramesh Allu,
Vice President
None
Michael Amato,
Vice President
None
Nicole Andersen,
Assistant Vice President
None
Konstantin Andreev,
Assistant Vice President
None
Raymond Anello,
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).
Daryl Armstrong,
Vice President
None
Anthony Arnese,
Assistant Vice President
None
Emily Ast,
Assistant Vice President and Assistant Counsel
Formerly an associate at Willkie Farr & Gallagher LLP.
Hany S. Ayad,
Vice President
None
Kevin Babikian,
Vice President and Assistant Counsel
Formerly a senior associate at Dechert LLP (February 2010 – February 2012).
James F. Bailey,
Senior Vice President
Senior Vice President of Shareholder Services, Inc.
Robert Baker,
Vice President
None
John Michael Banta,
Assistant Vice President
None
Anthony Barbato,
Assistant Vice President
None
Michael Barnes,
Assistant Vice President
None
Adam Bass,
Assistant Vice President
None
Kathleen Beichert,
Senior Vice President
Vice President of OppenheimerFunds Distributor, Inc.
Emanuele Bergagnini,
Vice President
Vice President of OFI Institutional Asset Management, Inc.
Robert Bertucci,
Vice President:
Rochester Division
None
Rajeev Bhaman,
Senior Vice President
Vice President of OFI Institutional Asset Management, Inc.
Kamal Bhatia,
Senior Vice President
Managing Director at TIAA-CREF (August 2006 – September 2011).
Ross Bielak,
Assistant Vice President
None
Adam Bierstedt,
Assistant Vice President
None
Mark Binning,
Assistant Vice President
None
Donal Bishnoi,
Assistant Vice President
None
Beth Bleimehl,
Assistant Vice President
None
Michael Block,
Assistant Vice President
Analyst at PB Capital (June 2011); Consultant for Sound Point Capital Management (January 2011 – June 2011).
Lisa I. Bloomberg,
Senior Vice President & Deputy General Counsel
Assistant Secretary of Oppenheimer Real Asset Management, Inc.
Michelle Borre Massick,
Vice President
None
Lori E. Bostrom,
Senior Vice President & Deputy General Counsel
Assistant Secretary of OppenheimerFunds Legacy Program.
Beth Botkin,
Assistant Vice President
None
John Boydell,
Vice President
None
Richard Britton,
Vice President
None
 
Jack Brown,
Vice President
Assistant Secretary of HarbourView Asset Management Corporation.
Roger Buckley,
Assistant Vice President
None
Joy Budzinski,
Vice President
None
Carla Buffulin,
Vice President
None
Stephanie Bullington,
Vice President
None
Julie Burke,
Vice President
None
Lisa Burke,
Assistant Vice President
None
JoAnne Butler,
Assistant Vice President
None
Debbie Byers,
Assistant Vice President
None
Mary Cademartori,
Vice President and Associate Counsel
Director and Associate General Counsel at UBS Financial Services Inc. (April 2007 – January 2011).
Christine Calandrella,
Assistant Vice President
None
Michael Camarella,
Vice President
None
Edward Campbell,
Assistant Vice President
None
Debra Casey,
Vice President
None
Herman Chan,
Vice President
None
Nitin Chandiramani,
Assistant Vice President
Senior Compliance Officer at JPMorgan Asset Management (March 2008 – August 2011).
Ronald Chibnik,
Vice President
None
Bhishek Choksey,
Assistant Vice President
None
Patrick Sheng Chu,
Assistant Vice President
None
H.C. Digby Clements,
Senior Vice President:
Rochester Division
None
Thomas Closs,
Assistant Vice President
None
Darrin Clough,
Assistant Vice President
None
Stephanie Colca,
Assistant Vice President
None
David Cole,
Assistant Vice President
None
Tamara Colorado,
Vice President
None
Eric Compton,
Vice President
None
Ellen Comisar,
Assistant Vice President
None
Scott Cottier,
Vice President:
Rochester Division
None
William Couch,
Assistant Vice President
None
Geoffrey Craddock
Executive Vice President
None
Terry Crady,
Assistant Vice President
None
Roger W. Crandall,
Director
President, Director and Chief Executive Officer of Massachusetts Mutual Life Insurance Company; Chairman of the Board & Class A Director of Oppenheimer Acquisition Corp.
Lisa Crotty,
Assistant Vice President
None
Jerry Cubbin,
Vice President
None
George Curry,
Vice President
Vice President of OppenheimerFunds Distributor, Inc.
Rushan Dagli,
Vice President
Vice President of OFI Private Investments Inc., Shareholder Financial Services, Inc. and Shareholder Services, Inc.
John Damian,
Senior Vice President
Vice President of OFI Institutional Asset Management, Inc.
John Delano,
Vice President
None
Madeline Delianides,
Vice President
None
Kendra Delisa,
Assistant Vice President
None
Alessio de Longis,
Vice President
None
Brendan Deasy,
Vice President
None
Damaris De Los Santos,
Assistant Vice President
None
Richard Demarco,
Assistant Vice President
None
Mark Demitry,
Vice President
None
Robin Dey,
Vice President
None
Craig P. Dinsell,
Executive Vice President
None
Randall C. Dishmon,
Vice President
None
Ryan Dolan,
Assistant Vice President
None
Steven D. Dombrower,
Vice President
Senior Vice President of OFI Private Investments Inc.; Vice President of OppenheimerFunds Distributor, Inc.
Andrew Doyle,
Senior Vice President
None
Thomas Doyle,
Assistant Vice President
None
Adam Drvenkar,
Assistant Vice President
None
Robert Dunphy,
Vice President
None
Brian Dvorak,
Vice President
None
Taylor Edwards,
Vice President & Senior Counsel
None
Eden Elder,
Vice President
None
Peter Ellman,
Assistant Vice President
None
Christopher Emanuel,
Vice President
None
Daniel R. Engstrom,
Vice President
None
James Robert Erven,
Vice President
None
Dana Espinel,
Assistant Vice President
Senior Meetings Events Manager at Wolters Kluwer (May 2007 – October 2010).
George R. Evans,
Senior Vice President & Director of Equities
None
Kathy Faber,
Assistant Vice President
None
David Falicia,
Assistant Vice President
Assistant Secretary of HarbourView Asset Management Corporation.
Matthew Farkas,
Vice President and Senior Counsel
None
Jason Farrell,
Assistant Vice President
None
Kristie Feinberg,
Senior Vice President and Treasurer
Assistant Treasurer of Oppenheimer Acquisition Corp., Centennial Asset Management Corp., OFI Trust Company; Vice President of OFI Institutional Asset Management, Inc.; Treasurer of OppenheimerFunds Legacy Program, OFI Private Investments Inc.; Oppenheimer Real Asset Management, Inc. and HarbourView Asset Management Corporation.
Tracy Firmin,
Assistant Vice President
Branch Supervision Manager (December 2010 – November 2011) and Supervisory Principal (December 2005 – November 2011) at TIAA CREF.
Jonathan Fischer,
Assistant Vice President
None
Steven Fling,
Assistant Vice President
None
Colleen M. Franca,
Vice President
None
Debbie Francis,
Assistant Vice President
None
Diane Frankenfield,
Senior Vice President
None
Arthur Gabinet,
Executive Vice President and General Counsel
Executive Vice President (since May 2010) and General Counsel (since January 2011) of the Manager; General Counsel of the Distributor (since January 2011); General Counsel of Centennial Asset Management Corporation (since January 2011); Executive Vice President and General Counsel of HarbourView Asset Management Corporation (since January 2011); Assistant Secretary (since January 2011) and Director (since January 2011) of OppenheimerFunds International Ltd. and OppenheimerFunds plc; Vice President and Director of Oppenheimer Partnership Holdings, Inc. (since January 2011); Director of Oppenheimer Real Asset Management, Inc. (since January 2011); Executive Vice President and General Counsel of Shareholder Financial Services, Inc. and Shareholder Services, Inc. (since January 2011); Executive Vice President and General Counsel of OFI Private Investments, Inc. (since January 2011); Vice President of OppenheimerFunds Legacy Program (since January 2011); Vice President of Oppenheimer Acquisition Corp (since February 2011); Executive Vice President and General Counsel of OFI Institutional Asset Management, Inc. (since January 2011); General Counsel, Asset Management of the Manager (May 2010-December 2010).
Charles Gapay,
Assistant Vice President
None
Selin Gucelik,
Vice President
None
Anthony W. Gennaro, Jr.,
Vice President
Vice President of OFI Institutional Asset Management, Inc.
Timothy Gerlach,
Assistant Vice President
None
Charles Gilbert,
Assistant Vice President
None
Alan C. Gilston,
Vice President
Director of OFI Trust Company.
Edward Gizzi,
Vice President and Assistant Counsel
Associate at Willkie Farr & Gallagher, LLP (February 2006 – October 2010).
 
William F. Glavin, Jr., Chairman, Chief Executive Officer, President and Director
Formerly Executive Vice President and co-Chief Operating Officer of MassMutual Financial Group; Director of OFI Institutional Asset Management, Inc. Tremont Group Holdings, Inc. and Oppenheimer Real Asset Management, Inc.; Chief Executive Officer, President & Management Director of Oppenheimer Acquisition Corp.
Jill E. Glazerman,
Senior Vice President
None
Kevin Glenn,
Vice President
None
David Goldberg,
Assistant Vice President
None
Jennifer Goldstein,
Vice President & Assistant Counsel
Director at BlackRock Inc. (December 2009 – August 2011).
Jennifer Gomez,
Vice President
None
Manind Govil,
Senior Vice President
Senior Vice President 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.
Daniel Grasman,
Senior Vice President
None
Samuel Groban,
Assistant Vice President
None
Selin Gulcelik,
Vice President
None
Daniel Gulko,
Assistant Vice President
None
Jeff Guszak,
Assistant Vice President
None
Jonathan Hagen,
Assistant Vice President
None
Marilyn Hall,
Vice President
None
Cheryl Hampton,
Vice President
None
Kelly Haney,
Assistant Vice President
None
Jason Harubin,
Assistant Vice President
None
Steve Hauenstein,
Assistant Vice President
None
Thomas B. Hayes,
Vice President
None
Heidi Heikenfeld,
Vice President
None
Lori Heinel
Senior Vice President
Formerly a managing director and Head of Investment Solutions at Citi Private Bank.
Nicholas Henry,
Assistant Vice President
None
Philipp Hensler,
Executive Vice President
Formerly CEO, Chairman and Managing Director at DWS Investment Distributors, Inc.; Director, Chairman of the Board & President of OppenheimerFunds Distributor, Inc.; Chairman, Chief Executive Officer & Director of Centennial Asset Management, Inc.
Kenneth Herold,
Assistant Vice President
None
Robert Herz,
Vice President
Managing Director at John W. Bristol & Co., Inc. (May 2003 – January 2011).
Brian Hickey,
Assistant Vice President
None
Joseph Higgins,
Vice President
Vice President of OFI Institutional Asset Management, Inc. and OFI Private Investments Inc.
Todd Hiller,
Vice President
None
Daniel Hoelscher,
Assistant Vice President
None
Eivind Holte,
Vice President
None
Craig Holloway,
Vice President
None
Brian Hourihan,
Senior Vice President & Deputy General Counsel
Assistant Secretary of Oppenheimer Real Asset Management, Inc., OFI Private Investments Inc., HarbourView Asset Management Corporation, OFI Institutional Asset Management, Inc. (since April 2006) and Trinity Investment Management Corporation; Secretary of OFI Trust Company.
Lucienne Howell,
Vice President
None
Edward Hrybenko,
Senior Vice President
Vice President of OppenheimerFunds Distributor, Inc.
Douglas Huffman,
Assistant Vice President
None
Margaret Hui,
Vice President
Vice President of HarbourView Asset Management Corporation.
Dana Hunter,
Assistant Vice President
None
Patrick Hurley,
Assistant Vice President
None
Keith Hylind,
Vice President
None
Kelly Bridget Ireland,
Vice President
None
Christopher Ivezic,
Assistant Vice President
None
Kathleen T. Ives,
Senior Vice President
Vice President and Assistant Secretary of OppenheimerFunds Distributor, Inc. and Shareholder Services, Inc.; Assistant Secretary of Centennial Asset Management Corporation, HarbourView Asset Management Corporation, OppenheimerFunds Legacy Program and Shareholder Financial Services, Inc.
Steel Jaykus,
Vice President
Global Head of Performance & Attribution (December 2009 – October 2011) at Morgan Stanley.
Frank V. Jennings,
Senior Vice President
None
Diane Johnston,
Vice President
Director at Fidelity Investments (May 2009 – August 2011).
Avinand Jutagir,
Assistant Vice President
None
Lisa Kadehjian,
Vice President
None
Rezo Kanovich,
Vice President
None
Amee Kantesaria,
Vice President, Assistant Counsel & Assistant Secretary
 
Assistant Secretary of Oppenheimer Acquisition Corp.
Cem Karacadag,
Vice President
None
Sean Keller,
Vice President
None
James Kennedy,
Senior Vice President
None
John Kiernan,
Vice President & Associate Counsel
None
Robert Kinsey,
Vice President
Formerly a Senior Vice President and Senior Portfolio Specialist at ING Investment Management.
Turgot Kisinbay,
Assistant Vice President
Economist at the International Monetary Fund (June 2002 – July 2011).
Audrey Kiszla,
Vice President
None
Daniel Kohn,
Vice President
None
Martin S. Korn,
Senior Vice President
None
Arin Kornschankul,
Assistant Vice President
None
Michael Kotlarz,
Vice President
None
Brian Kramer,
Vice President
Assistant Treasurer of Oppenheimer Acquisition Corp.
Magnus Krantz,
Vice President
None
Alen Kreso,
Assistant Vice President
None
Robert Kuhta,
Vice President
Client Service Lead at Slalom Consulting (September 2009 – June 2011)
Alexander Kurinets,
Assistant Vice President
None
Gloria LaFond,
Assistant Vice President
None
Lisa Lamentino,
Vice President
None
Eric Larson,
Vice President
None
John Lech,
Vice President
None
Helena Lee,
Assistant Vice President
Previously an associate at Citigroup (October 2006 – February 2011).
Johnny C. Lee,
Vice President & Assistant Counsel
None
Young-Sup Lee,
Vice President
None
Randy Legg,
Vice President & Senior Counsel
None
Michael Leskinen,
Vice President
None
Michael S. Levine,
Vice President
None
Brian Levitt,
Vice President
None
Justin Leverenz,
Senior Vice President
None
Gang Li,
Vice President
None
Shanquan Li,
Senior Vice President
None
Julie A. Libby,
Senior Vice President
President and Chief Operating Officer of OFI Private Investments Inc.
Mitchell J. Lindauer,
Vice President & Assistant General Counsel
None
William Linden,
Vice President
None
Jay Lisowski,
Vice President
None
Justin Livengood,
Vice President
None
Jennifer Loew,
Vice President
Director of Business Development at Michael C. Fina Corporate Sales, Inc. (April 2010 – May 2011).
Christina Loftus,
Senior Vice President
None
David P. Lolli,
Assistant Vice President
None
Daniel G. Loughran,
Senior Vice President:
Rochester Division
None
David Lukkes,
Assistant Vice President
None
Misha Lozovik,
Vice President
None
Dongyan Ma,
Assistant Vice President
None
Chris Marlowe,
Assistant Vice President
None
Kenneth Martin,
Vice President
None
William T. Mazzafro,
Vice President
None
Melissa Mazer,
Vice President
None
Neil McCarthy,
Vice President
Vice President of OFI Institutional Asset Management, Inc. and OFI Private Investments Inc.
Elizabeth McCormack,
Vice President
Vice President and Assistant Secretary of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc., and OFI Trust Company.
Joseph McDonnell,
Vice President
None
Annika McGovern,
Vice President
None
Joseph McGovern,
Vice President
None
Benedict Mclaughlin,
Assistant Vice President
None
William McNamara,
Vice President
Vice President of OFI Private Investments Inc.
Michael Medev,
Assistant Vice President
None
Krishna Memani,
Senior Vice President and Director of Fixed Income
Senior Vice President of OFI Institutional Asset Management, Inc.
Carlos Mena,
Assistant Vice President
Assistant Vice President of HarbourView Asset Management Corporation; Vice President at Bank of New York Mellon (February 2000 – January 2011).
Jay Mewhirter,
Vice President
None
Andrew J. Mika,
Senior Vice President
None
Jan Miller,
Assistant Vice President
None
Rejeev Mohammed,
Assistant Vice President
None
David Moore,
Vice President
None
Sarah Morrison,
Assistant Vice President
None
Elizabeth Mossow,
Assistant Vice President
None
Jill Mulcahy,
Vice President:
Rochester Division
None
Christina Nasta,
Senior Vice President
Vice President of OppenheimerFunds Distributor, Inc.
Amie Nelson,
Vice President
None
Eugene Nemirovsky,
Assistant Vice President
Senior Interactive Developer at Ogilvy & Mather (August 2006 – May 2011).
Derek Newman,
Vice President and Assistant Counsel
None
Paul Newman,
Assistant Vice President
None
Linh Nguyen,
Assistant Vice President
None
Christopher Nicholson,
Vice President
None
James B. O’Connell,
Assistant Vice President
None
Patricia O’Connor,
Assistant Vice President
None
Matthew O’Donnell,
Vice President
None
Lisa Ogren,
Vice President
None
Tony Oh,
Vice President
None
Kristin Pak,
Vice President
None
Lerae A. Palumbo,
Assistant Vice President
None
Phillip Parrotta,
Senior Vice President
None
Kim Pascalau,
Vice President
Assistant Vice President of Shareholder Services, Inc. and Shareholder Financial Services, Inc.
Monica Patel,
Vice President
Vice President and Senior HR Generalist (May 2010 – May 2011) and Lead HR Generalist (May 2011 – May 2012) at CITI.
Robert H. Pemble,
Vice President
None
Lori L. Penna,
Vice President
None
Nadia Persaud,
Assistant Vice President and Assistant Counsel
Formerly an associate at Sidley Austin, LLP.
Brian Petersen,
Vice President
Assistant Treasurer of OppenheimerFunds Legacy Program.
Marmeline Petion-Midy,
Vice President
None
David Pfeffer,
Executive Vice President, Chief Financial Officer & Director
Management Director and Treasurer of Oppenheimer Acquisition Corp.; Director of OppenheimerFunds Distributor, Inc., OFI Private Investments Inc. and Oppenheimer Real Asset Management, Inc.; Director & Executive Vice President OFI Institutional Asset Management, Inc. and Trinity Investment Management Corporation; Senior Vice President of OFI Trust Company; Director & President of HarbourView Asset Management Corporation; Director of Shareholder Services, Inc., Centennial Asset Management Corporation, Tremont Group Holdings, Inc. and Shareholder Financial Services, Inc.
James F. Phillips,
Senior Vice President
None
Gary Pilc,
Vice President
None
 
Cheryl Pipia,
Senior Vice President
None
Michael Pleet,
Assistant Vice President
None
Sergei Polevikov,
Assistant Vice President
None
Stacy Pottinger,
Vice President
None
Christopher Proctor,
Vice President
None
John Ptasinski,
Assistant Vice President
Formerly a Senior Manager at Jeppesen Sanderson, and Boeing Company (November 2003 – January 2011).
Ellen Puckett,
Assistant Vice President
None
Charlie Pulire,
Assistant Vice President
None
Jodi Pullman,
Vice President
None
Paul Quarles,
Assistant Vice President
None
Michael E. Quinn,
Vice President
None
Jodi Robinowitz,
Senior Vice President
Head of Talent Management and Acquisition at BNP Paribas (October 2008 – June 2011).
Julie S. Radtke,
Vice President
None
Benjamin Ram,
Vice President
Vice President of OFI Institutional Asset Management, Inc.
Lun Rao,
Assistant Vice President
None
Amber Reilly,
Assistant Vice President
None
Jill Reiter,
Assistant Vice President
None
Maria Ribeiro De Castro,
Vice President
None
Benjamin Rockmuller,
Vice President
None
Antoinette Rodriguez,
Vice President
None
Lucille Rodriguez,
Assistant Vice President
None
Michael Rollings,
Director
Executive Vice President and Chief Financial Officer of Massachusetts Mutual Life Insurance Company; Class A Director of Oppenheimer Acquisition Corp.
Stacey Roode,
Senior Vice President
Senior Vice President of OppenheimerFunds Legacy Program, Shareholder Financial Services, Inc. and Shareholder Services, Inc.
Jacob Rothschild,
Vice President
Director of Digital Media & Business Development (June 2008 – November 2010).
Sara Rosenblatt,
Vice President
None
Erica Rualo,
Vice President
None
Adrienne Ruffle,
Vice President & Associate Counsel
Assistant Secretary of OppenheimerFunds Legacy Program and OFI Private Investments Inc.
Gerald Rutledge,
Vice President
None
Sean Ryan,
Vice President and Assistant Counsel
None
Gary Salerno,
Assistant Vice President
None
Catherine Sanders,
Assistant Vice President
President & Consultant (July 2009 – September 2011) of The Sanders Group.
Valerie Sanders,
Vice President
None
Mark Santero,
Senior Vice President
None
Carlos Santiago
Vice President
None
Kurt Savallo,
Assistant Vice President
Formerly Senior Business Analyst at OppenheimerFunds, Inc.
 
Marc Schmidt,
Assistant Vice President
None
Erik Schneberger,
Vice President
Vice President at Morgan Stanley Smith Barney (January 2008 – May 2011).
Patrick Schneider,
Vice President
None
Scott A. Schwegel,
Assistant Vice President
None
Melinda Scott,
Assistant Vice President
Assistant Controller at Transamerica Corporation (August 2002 – May 2012)
Sibil Sebastian,
Assistant Vice President
Product Marketing associate at BlackRock (October 2010 – February 2012).
Allan P. Sedmak,
Assistant Vice President
None
Matthew Severski,
Assistant Vice President
None
Jennifer L. Sexton,
Vice President
Senior Vice President of OFI Private Investments Inc.
Amy Shapiro,
Vice President and Assistant  Counsel
Counsel at Lord, Abbett & Co. LLC (June 2005 – January 2012).
Asutosh Shah,
Vice President
None
Kamal Shah,
Vice President
None
Tammy Sheffer,
Senior Vice President
None
Richard Shepley,
Vice President
None
William Sheppard,
Vice President
None
Mary Dugan Sheridan,
Vice President
None
Nicholas Sherwood,
Assistant Vice President
None
Joel Simon,
Vice President
None
David C. Sitgreaves,
Assistant Vice President
None
Jan Smith,
Assistant Vice President
None
Stuart Smith,
Assistant Vice President
None
Marc Sommer,
Assistant Vice President
Director of Finance & Administration at Hearst Corporation (February 2008 – August 2011).
Louis Sortino,
Vice President:
Rochester Division
None
Keith J. Spencer,
Senior Vice President
None
Tim Spitz,
Assistant Vice President
None
Kirti Srikant,
Assistant Vice President
None
Brett Stein,
Vice President
None
Richard A. Stein,
Senior Vice President:
Rochester Division
None
Arthur P. Steinmetz,
Executive Vice President & Chief Investment Officer
Director and Senior Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc.; Director & President of Oppenheimer Real Asset Management, Inc.
Michael Sternhell,
Vice President & Associate Counsel
Formerly a securities litigator at Kramer Leven Naftalis & Frankel LLP.
Benjamin Stewart,
Senior Vice President
None
Shannon Steward,
Assistant Vice President
None
Wayne Strauss,
Vice President
None
Peter Strzalkowski,
Vice President
Vice President of HarbourView Asset Management, Inc.
Agata Strzelichowski,
Assistant Vice President
None
Stuart Smith,
Assistant Vice President
None
Amy Sullivan,
Assistant Vice President
Assistant Secretary of HarbourView Asset Management, Inc.
Michael Sussman,
Vice President
Vice President of OppenheimerFunds Distributor, Inc.
Saul Tessler,
Assistant Vice President
None
Christopher Thabet,
Assistant Vice President
Assistant Vice President at ING Investment Management (May 2012 – April 2012).
Kelly Thomas,
Assistant Vice President
None
Tina Timm,
Assistant Vice President
None
Igor Tishin,
Vice President
Formerly an employee at Troika Dialog USA (February 2005 – January 2011).
Matthew Torpey,
Vice President
None
Melinda Trujillo,
Vice President
None
Leonid Tsvayg,
Assistant Vice President
None
Angela Uttaro,
Vice President: Rochester Division
None
Tanya Valle,
Assistant Vice President
None
Julie Van Cleave,
Vice President
None
Clint Van Hellemont,
Assistant Vice President
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.
Raman Vardharaj,
Vice President
Vice President of OFI Institutional Asset Management, Inc.
Rene Vecka,
Vice President:
Rochester Division
None
Ryan Virag,
Assistant Vice President
None
Alyse Vishnick,
Assistant Vice President
None
Jake Vogelaar,
Assistant Vice President
None
Phillip F. Vottiero,
Senior Vice President
None
Mark Wachter,
Vice President
None
Kenneth Waddell,
Assistant Vice President
None
Darren Walsh,
Executive Vice President
President and Director of Shareholder Financial Services, Inc. and Shareholder Services, Inc.
Eliot Walsh,
Assistant Vice President
None
Richard Walsh,
Vice President
Vice President of OFI Private Investments.
Christopher Walston,
Assistant Vice President
None
Samuel Wang,
Vice President
Director of Global Communications and Public Affairs at Citigroup, Inc. (January 2010 – October 2010).
Elizabeth Ward,
Director
Senior Vice President and Chief Enterprise Risk Officer of Massachusetts Mutual Life Insurance Company; Class A Director of Oppenheimer Acquisition Corp.
Teresa Ward,
Vice President
None
 
Margaret 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
Adam Weiner,
Vice President
None
Christine Wells,
Vice President
None
Joseph J. Welsh,
Senior Vice President
Vice President of HarbourView Asset Management Corporation; Vice President of OFI Institutional Asset Management, Inc.
Lindsay Whetton,
Vice President
Wealth Management Director at TIAA-CREF (April 2006 – June 2011).
Thomas Whitaker,
Vice President
None
Laura White,
Vice President
Formerly a Vice President at Diversified (July 2010 – May 2012)
Adam Wilde,
Vice President
Assistant Secretary of HarbourView Asset Management Corporation
Mitchell Williams,
Vice President
None
Martha Willis,
Executive Vice President
Formerly Executive Vice President of Investment Product Management at Fidelity Investments; Director of OFI Private Investments Inc., Centennial Asset Management Corporation; President & Director of  OppenheimerFunds Legacy Program.
Troy Willis,
Vice President,
Rochester Division
None
John Wilson,
Assistant Vice President
None
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 Institutional Asset Management, Inc., OppenheimerFunds plc and OppenheimerFunds Legacy Program; Senior Vice President of OFI Private Investments Inc.; 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; Vice President of OFI Institutional Asset Management, Inc. and Centennial Asset Management Corporation; serves on the Board of the Colorado Ballet.
Oliver Wolff,
Assistant Vice President
Assistant Secretary of HarbourView Asset Management Corporation.
Caleb C. Wong,
Vice President
Vice President of OFI Institutional Asset Management, Inc.
Geoffrey Yaworski,
Assistant Vice President
None
Sookhee Yee,
Assistant Vice President
None
 
John Yoder,
Vice President and Assistant Counsel
Senior Counsel at the U.S. Securities and Exchange Commission (August 2005 – June 2011).
Edward C. Yoensky,
Assistant Vice President
None
Geoff Youell,
Assistant Vice President
None
Anna Zatulovskaya,
Assistant Vice President
None
Sara Zervos,
Senior Vice President
None
Steven Zhang,
Vice President
Director of Marketing and Business Analytics Lord Abbett & Co. (August 2005 – February 2012).
Ronald Zibelli, Jr.
Vice President
None
Matthew Ziehl,
Vice President
None


The Oppenheimer Funds include the following:

 
Limited Term New York Municipal Fund (a series of Rochester Portfolio Series)
 
Oppenheimer AMT-Free Municipals
 
Oppenheimer AMT-Free New York Municipals
 
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 Corporate Bond Fund
 
Oppenheimer Currency Opportunities Fund
Oppenheimer Developing Markets Fund
 
Oppenheimer Discovery Fund
 
Oppenheimer Emerging Markets Debt Fund
 
Oppenheimer Equity Fund
 
Oppenheimer Equity Income Fund, Inc.
Oppenheimer Global Fund
Oppenheimer Global Multi Strategies Fund
Oppenheimer Global Opportunities Fund
 
Oppenheimer Global Strategic Income Fund
 
Oppenheimer Global Value Fund
 
Oppenheimer Gold & Special Minerals Fund
 
Oppenheimer International Bond Fund
 
Oppenheimer Institutional Money Market Fund
 
Oppenheimer International Diversified Fund
 
Oppenheimer International Growth Fund
 
Oppenheimer International Small Company Fund
 
Oppenheimer International Value Fund
 
Oppenheimer Limited Term California Municipal Fund
 
Oppenheimer 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)
 
Oppenheimer Main Street Select Fund
 
Oppenheimer Main Street Small- & Mid-Cap Fund
 
Oppenheimer Master Event-Linked Bond Fund, LLC
 
Oppenheimer Master Loan Fund, LLC
 
Oppenheimer Master Inflation Protected Securities 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)
      Active Allocation Fund
      Equity Investor Fund
      Conservative Investor Fund
 
Moderate Investor Fund
Oppenheimer Portfolio Series Fixed Income Active Allocation Fund
Oppenheimer Quest For Value Funds (3 series)
Oppenheimer Global Allocation Fund
 
Oppenheimer Flexible Strategies Fund
 
Oppenheimer Small- & Mid-Cap Value Fund
 
Oppenheimer Real Estate Fund
 
Oppenheimer Rising Dividends Fund
Oppenheimer Rochester Arizona Municipal Fund
Oppenheimer Rochester Intermediate  Term 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 Short Term 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 Small- & Mid-Cap Growth Fund
Oppenheimer Short Duration 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 Global Strategic Income Fund/VA
 
Oppenheimer High Income Fund/VA
 
Oppenheimer Main Street Fund/VA
 
Oppenheimer Main Street Small- & Mid- Cap Fund/VA
 
Oppenheimer Money Fund/VA
 
Oppenheimer Small- & Mid-Cap Growth Fund/VA
 
Oppenheimer Value Fund/VA
Panorama Series Fund:
 
Oppenheimer International Growth Fund/VA
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 Trinity Investment Management Corporation is 301 North Spring Street, Bellefonte, Pennsylvania 16823.




Item 32. 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 31(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(2)
Vice President
None
Michael Albert(1)
Vice President
None
Anthony Allocco(2)
Assistant Vice President
None
Janette Aprilante(2)
Secretary
None
James Austin(1)
Vice President
None
Paul Aynsley(2)
Vice President
None
James Barker
1723 W. Nelson Street
Chicago, IL 60657
Vice President
None
Cesar Bastidas(2)
Assistant Vice President
None
William Beagle(2)
Vice President
None
Kathleen Beichert(1)
Senior Vice President
None
Rocco Benedetto(2)
Vice President
None
Christopher Bergeron(2)
Vice President
None
Rick Bettridge
11504 Flowering Plum Lane
Highland, UT  84003
Vice President
None
Adam Bilmes(2)
Assistant Vice President
None
Paul Blease(2)
Vice President
None
William Borders(2)
Assistant 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
Joshua Broad(2)
Vice President
None
Ken Brodsky(2)
Vice President
None
Kevin E. Brosmith
5 Deer Path
South Natlick, MA 01760
Senior Vice President
None
Ross Burkstaller
211 Tulane Drive SE
Albuquerque, NM 87106
Vice President
None
Tracy Cairoli(2)
Vice President
None
Mersin Capollari
Vice President
None
Sean Carey(2)
Assistant Vice President
None
Robert Caruso
15 Deforest Road
Wilton, CT 06897
Vice President
None
Donelle Chisolm(2)
Vice President
None
Andrew Chronofsky
Vice President
None
Angelanto Ciaglia(2)
Vice President
None
Nicholas Cirbo(1)
Vice President
None
Kevin Clark(2)
Assistant Vice President
None
Sean Clark (2)
Vice President
None
John Corcoran(2)
Vice President
None
Craig Colby(2)
Vice President
None
Gerald James Concepcion(2)
Vice President
None
Rodney Constable(1)
Vice President
None
Cameron Cowden(2)
Vice President
None
Neev Crane
1530 Beacon Street, Apt. #1403
Brookline, MA 02446
Vice President
None
Geoffrey Crumine(2)
Senior Vice President
None
Scott Curran(2)
Vice President
None
Michael Daley
40W387 Oliver Wendell Holmes St
St. Charles, IL 60175
Vice President
None
Stephen J. Demetrovits(2)
Vice President
None
Michael Dennehy(2)
Vice President
None
Jeffrey Dickin(2)
Vice President
None
Brian Dietrich(1)
Assistant Vice President
None
Steven Dombrower
13 Greenbrush Court
Greenlawn, NY 11740
Vice President
None
Robert Duffey(2)
Vice President
None
Ryan Duffy(2)
Vice President
None
Robert Dunphy(2)
Vice President
None
Paul Eisenhardt(2)
Senior Vice President
None
Kent M. Elwell
35 Crown Terrace
Yardley, PA 19067
Vice President
None
Rick Ernzen(2)
Vice President
None
Dana Espinel(2)
Assistant 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
Kristin Fenik(1)
Vice President
None
Josean Fernandez(2)
Assistant Vice President
None
Joseph Fernandez
1717 Richbourg Park Drive
Brentwood, TN 37027
Vice President
None
Christopher Ferrara(2)
Assistant Vice President
None
Michael Ferrer(2)
Vice President
None
Mark J. Ferro
104 Beach 221st Street
Breezy Point, NY 11697
Senior 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 Fowler(2)
Vice President
None
Diane Frankenfield(2)
Senior Vice President
None
Jerry Fraustro(2)
Vice President
None
William Friebel
2919 St. Albans Forest Circle
Glencoe, MO 63038
Vice President
None
Alice Fricke(2)
Vice President
None
Alyson Frost(2)
Assistant Vice President
None
Greg Fulginite(2)
Vice President
None
Arthur S. Gabinet(2)
General Counsel
Secretary and Chief Legal Officer
William Gahagan(2)
Vice President
None
Hazem Gamal(2)
Vice President
None
Charlotte Gardner(1)
Vice President
None
Jack Goldin(2)
Vice President
None
Michael Gottesman
255 Westchester Way
Birmingham, MI 48009
Vice President
None
Raquel Granahan(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
LeaAnna Hartman(1)
Vice President
None
Kevin J. Healy(2)
Vice President
None
Kenneth Henry(2)
Vice President
None
Philipp Hensler(2)
Chairman, Chief Executive Officer & Director
None
Wendy G. Hetson(2)
Vice President
None
Jennifer Hoelscher(1)
Assistant Vice President
None
Eric Holquist(2)
Vice President
None
Edward Hrybenko(2)
Senior Vice President
None
Jason Hubersberger(2)
Vice President
None
Brian F. Husch
37 Hollow Road
Stonybrook, NY 11790
Vice President
None
Keith Hylind(2)
Vice President
None
Vincent Iacono(2)
Vice President
None
Kathleen T. Ives(1)
Vice President & Assistant Secretary
None
Shonda Rae Jaquez(2)
Vice President
None
Brian Johnson(1)
Vice President
None
Eric K. Johnson
8588 Colonial Drive
Lone Tree, CO 80124
Senior Vice President
None
 
Scott Kelley(1)
Vice President
None
Richard Keri (2)
Senior Vice President
None
Brian Kiley(2)
Vice President
None
Richard Klein
4820 Fremont Avenue South
Minneapolis, MN 55419
Senior Vice President
None
Brent A. Krantz
61500 Tam McArthur Loop
Bend, OR 97702
Senior Vice President
None
Eric Kristenson(2)
Vice President
None
Lamar Kunes(2)
Vice President
None
David T. Kuzia
10258 S. Dowling Way
Highlands Ranch, CO 80126
Vice President
None
John Laudadio(2)
Vice President
None
Daniel Lee(2)
Assistant Vice President
None
Wendy Lee(2)
Vice President
None
John Leonard(2)
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
Lorna Lindquist(2)
Vice President
None
Malissa Lischin(2)
Vice President
None
Christina Loftus(2)
Senior 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
Joseph Marich(2)
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
Anthony Mazzariello(2)
Vice President
None
Derren McDaniel(1)
Vice President
None
John C. McDonough
533 Valley Road
New Canaan, CT 06840
President and Director
None
Brian McGinty(1)
Vice President
None
Kent C. McGowan
9510 190th Place SW
Edmonds, WA 98020
Vice President
None
William McNamara(2)
Vice President
None
Daniel Melehan(2)
Vice President
None
Brian F. Medina
3009 Irving Street
Denver, CO 80211
Vice President
None
Toller Miller(1)
Vice President
None
Clint Modler(1)
Vice President
None
Joseph Moran(2)
Senior Vice President
None
Jason Morris(2)
Assistant Vice President
None
Amy Mosser(1)
Assistant Vice President
None
Robert Moser
9650 East Aspen Hill Circle
Lone Tree, CO 80124
Vice President
None
James Mugno(2)
Vice President
None
Matthew Mulcahy(2)
Vice President
None
Wendy Jean Murray
32 Carolin Road
Upper Montclair, NJ 07043
Vice President
None
Kimberly Mustin(2)
Senior Vice President
None
John S. Napier
17 Hillcrest Ave.
Darien, CT 06820
Senior Vice President
None
Christina Nasta(2)
Senior Vice President
Chief Business Officer and Vice President
Kevin P. Neznek(2)
Senior Vice President
None
Nichola Noriega(2)
Vice President
None
Christopher Nicholson(2)
Vice President
None
Chad Noel(2)
Vice President
None
Peter Novak(2)
Vice President
None
Timothy O’Connell(2)
Vice President
None
Alan Panzer
6755 Ridge Mill Lane
Atlanta, GA 30328
Vice President
None
Maria Paster(2)
Assistant Vice President
None
Ashley Patten(1)
Vice President
None
Donald Pawluk(2)
Vice President
None
Brian C. Perkes
6 Lawton Ct.
Frisco, TX 75034
Vice President
None
Charles K. Pettit(2)
Vice President
None
David Pfeffer(2)
Director
None
Andrew Phillips(1)
Assistant Vice President
None
Megan Pigott(2)
Assistant Vice President
None
Cheryl Pipia(2)
Senior 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
Richard E. Rath
46 Mt. Vernon Ave.
Alexandria, VA 22301
Vice President
None
William J. Raynor(2)
Vice President
None
Dennis Robinson(1)
Vice President
None
Ian M. Roche
7070 Bramshill Circle
Bainbridge, OH 44023
Vice President
None
Michael Rock(2)
Vice President
None
Stacy Roode(1)
Vice President
None
Thomas Sabow
6617 Southcrest Drive
Edina, MN 55435
Vice President
None
Mark Santero(2)
Senior Vice President
None
John Saunders
2251 Chantilly Ave.
Winter Park, FL 32789
Vice President
None
Timothy Scanlan(2)
Vice President
None
Alex Schardt(2)
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
Jeffrey Sharon(2)
Vice President
None
Kenneth Shell(1)
Vice President
None
Debbie A. Simon
55 E. Erie St., #4404
Chicago, IL 60611
Vice President
None
Bryant Smith(2)
Vice President
None
Aaron Spatz(2)
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
Robert Stidham
Vice President
None
Brian C. Summe
2479 Legends Way
Crestview Hills, KY 41017
Vice President
None
Michael Sussman(2)
Vice President
None
George T. Sweeney
5 Smokehouse Lane
Hummelstown, PA 17036
Senior Vice President
None
Leo Tallon(2)
Vice President
None
Brian Taylor(2)
Vice President
None
James Taylor(2)
Vice President
None
Paul Temple(2)
Vice President
None
David G. Thomas
16628 Elk Run Court
Leesburg, VA 20176
Vice President
None
Luz Touma(2)
Vice President
None
Cenk Toroslu(1)
Vice President
None
Wesley Vance(2)
Vice President
None
Mark S. Vandehey(1)
Vice President and Chief Compliance Officer
Vice President and Chief Compliance Officer
Richard Walsh(2)
Vice President
None
Vincent Vermette(2)
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
Jason Widener(2)
Vice President
None
Ryan Wilde(1)
Vice President
None
Patrick Wisneski(1)
Vice President
None
Meredith Wolff(2)
Vice President
None
Kevin Woodson(1)
Assistant Vice President
None
Cary Patrick Wozniak
18808 Bravata Court
San Diego, CA 92128
Vice President
None
David Zicchinella(2)
Assistant Vice President
None
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


(c)           Not applicable.


Item 33. 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 34. Management Services

Not applicable

Item 35. Undertakings

Not applicable.
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 City of New York and State of New York on the 21st day of August 2012.


       
 
Oppenheimer Capital Income Fund
  
       
 
By:
William F. Glavin, Jr.*
  
   
William F. Glavin, Jr., President
  
   
Principal Executive Officer and Trustee
  

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
       
       
William L. Armstrong*
  
Chairman of the
August 21, 2012
William L. Armstrong
  
Board of Trustees
  
       
William F. Glavin, Jr.*
  
President, Principal
August 21, 2012
William F. Glavin, Jr.
  
Executive Officer and Trustee
  
       
Brian W. Wixted*
  
Treasurer, Principal
August 21, 2012
Brian W. Wixted
  
Financial & Accounting Officer
  
       
Edward L. Cameron*
  
Trustee
August 21, 2012
Edward L. Cameron
      
       
Jon S. Fossel*
  
Trustee
August 21, 2012
Jon S. Fossel
      
       
Sam Freedman*
  
Trustee
August 21, 2012
Sam Freedman
      
       
Richard F. Grabish*
  
Trustee
August 21, 2012
Richard F. Grabish
      
       
Beverly L. Hamilton*
  
Trustee
August 21, 2012
Beverly L. Hamilton
      
       
Victoria J. Herget*
  
Trustee
August 21, 2012
Victoria J. Herget
      
       
Robert J. Malone*
  
Trustee
August 21, 2012
Robert J. Malone
      
       
F. William Marshall, Jr.*
  
Trustee
August 21, 2012
F. William Marshall, Jr.
      
       
Karen L. Stuckey*
  
Trustee
August 21, 2012
Karen L. Stuckey
      
       
James D. Vaughn*
  
Trustee
August 21, 2012
James D. Vaughn
      



*By:
/s/ Mitchell J. Lindauer
 
Mitchell J. Lindauer, Attorney-in-Fact




OPPENHEIMER CAPITAL INCOME FUND

Post-Effective Amendment No. 72

Registration Statement No. 2-33043



EXHIBIT INDEX



       
Exhibit No.
Description
  
       
28(a)
  
Agreement and Declaration of Trust
  
       
28(b)
  
By-Laws
  
       
28(d)
  
Amended and Restated Investment Advisory Agreement
  
       
28(i)
(i)
Opinion and Consent of Counsel
  
 
(ii)
Opinion of Delaware Counsel
  
 
(iii)
Opinion of Tax Counsel