Part C

EX-99 7 ptc2002.htm PART C Part C

OPPENHEIMER DISCOVERY FUND

FORM N-1A

PART C

OTHER INFORMATION

Item 23. Exhibits

(a) Amended and Restated Declaration of Trust made as of July 14, 1995: Previously filed with Registrant's
Post-Effective Amendment No. 17, 7/21/95, and incorporated herein by reference .

(b) Amended and Restated By-Laws dated 6/4/98: Previously filed with Registrant's Post-Effective Amendment
No. 23, 1/28/99, and incorporated herein by reference.

(c) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 24, 1/28/00, and incorporated herein by reference.

(ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 24, 1/28/00, and incorporated herein by reference.

Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 24, 1/28/00,
and incorporated herein by reference.

Specimen Class N Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 25, 11/14/00,
and incorporated herein by reference.

(v) Specimen Class Y Share Certificate: Previously filed with Registrant's Post-Effective Amendment
No. 24, 1/28/00, and incorporated herein by reference.

(d) (i) Investment Advisory Agreement dated 2/1/96: Previously filed with Registrant's Post-Effective
Amendment No. 19, 1/31/96, and incorporated herein by reference.

(e) (i) General Distributor's Agreement dated December 10, 1992: Previously filed with Registrant's
Post-Effective Amendment No. 11, 1/28/93, refiled with Registrant's Post-Effective Amendment No. 16, 1/13/95,
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

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.

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.

(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 OppenheimerFundsDistributor,
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) (i) Amended and Reinstated Retirement Plan for Non-Interested Trustees or Directors dated 8/9/01:
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.

(ii) Form of Deferred Compensation Agreement for Disinterested Trustees: Filed with Post-Effective Amendment
No.26 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590), 10/28/98, and
incorporated by reference.

(g) (i) Custody Agreement dated 6/10/92: Previously filed with Registrant's Post-Effective Amendment
No. 10, 12/3/92, refiled with Registrant's Post-Effective Amendment No. 16, 1/13/95, pursuant to Item 102 of
Regulation S-T and incorporated herein by reference.

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.

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) Inapplicable.

(i) Opinion and Consent of Counsel dated 8/1/86: Previously filed with Registrant's Post-Effective Amendment
No. 3, 1/27/88, refiled with Registrant's Post-Effective Amendment No. 16, 1/13/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.

(j) Independent Auditor's Consent: Filed herewith.

(k) Inapplicable.

Investment Letter from OppenheimerFunds, Inc. to Registrant dated 8/15/86: Previously filed with Registrant's
Post-Effective Amendment No. 5, 12/1/89, and refiled with Registrant's Post-Effective Amendment No. 16, 1/13/95,
pursuant to Item 102 of Regulation S-T, and incorporated herein by reference.

(m) (i) Service Plan and Agreement for Class A shares dated 6/10/93 under Rule 12b-1 of the Investment
Company Act of 1940: Previously filed with Registrant's Post-Effective Amendment No. 13, 1/19/94, and
incorporated herein by reference.

(ii) Distribution and Service Plan and Agreement for Class B shares dated 4/1/94 under Rule 12b-1 of
the Investment Company Act of 1940 for Class B Shares: Previously filed with Registrant's Post-Effective
Amendment No. 15, 3/31/94, and incorporated herein by reference.

Distribution and Service Plan and Agreement for Class C shares dated 7/21/95 under Rule 12b-1: Previously filed
with Registrant's Post-Effective Amendment No. 18, 9/27/95, and incorporated herein by reference.

(iv) Distribution and Service Plan and Agreement for Class N shares: Previously filed with
Registrant's Post-Effective Amendment No. 35, 1/16/01, and incorporated herein by reference.

(n) Oppenheimer Funds Multiple Class Plan under Rule 18f-3, March 18, 1996 and updated through 8/21/01:
Previously filed with Post-Effective Amendment No. 20 to the Registration Statement of Oppenheimer Cash Reserves
(Reg. No. 33-23223), 9/27/01, and incorporated herein by reference.

Powers of Attorney for all Trustees/Directors and Officers except for John
Murphy (including Certified Board Resolutions): Previously filed with Pre-Effective Amendment No. 1 to the
Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No. 333-44176), 10/5/00, and incorporated herein
by reference.

Power of Attorney for John Murphy (including Certified Board Resolution):
Previously filed with Post-Effective Amendment No. 45 to the Registration Statement of Oppenheimer U.S.
Government Trust (Reg. No. 2-76645), 10/22/01, and incorporated herein by reference.

Amended and Restated Code of Ethics of the Oppenheimer Funds dated March 1, 2000 under Rule 17j-1 of the
Investment Company Act of 1940: Previously filed with the Initial Registration Statement of Oppenheimer Emerging
Growth Fund (Reg. No. 333-44176), 8/21/00, 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 Seven 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 investment companies, including without limitation those described
in Parts A and B hereof and listed in Item 26(b) below.

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

Name and Current Position Other Business and Connections
with OppenheimerFunds, Inc. During the Past Two Years
--------------------------- -------------------------

Amy Adamshick,
Vice President Scudder Kemper Investments (July 1998 - May 2000)

Charles E. Albers,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer funds (since April 1998); a
Chartered Financial Analyst.

Edward Amberger,
Assistant Vice President None.

Janette Aprilante,
Assistant Vice President None.

Victor Babin,
Senior Vice President None.

Bruce L. Bartlett,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

George Batejan,
Executive Vice President/
Chief Information Officer Formerly Senior Vice President (until May 1998).

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.

Bruce Burroughs,
Vice President None.

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

Michael A. Carbuto,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds; Vice President of Centennial
Asset Management Corporation.

Peter V. Cocuzza,
Vice President None.

Julie C. Cusher
Assistant Vice President 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.; formerly Chief Executive Officer of HarbourView Asset Management Corporation (December 1998 - June 1999).

John Davis
Assistant Vice President EAB Financial (April 1998-February 1999).

Robert A. Densen,
Senior Vice President None.

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

Sheri Devereux,
Vice President None.

Max Dietshe
Vice President Deloitte & Touche LLP (1989-1999).

Craig P. Dinsell
Executive Vice President None.

Steven Dombrower
Vice President None.

John Doney,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Bruce Dunbar,
Vice President None.

John Eiler
Vice President None.

Daniel Engstrom,
Assistant Vice President None.

Armond Erpf
Assistant Vice President None.

George Evans,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Edward N. Everett,
Assistant Vice President None.

George Fahey,
Vice President None.

Leslie A. Falconio,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds (since 6/99).

Scott Farrar,
Vice President Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds.

Katherine P. Feld,
Vice President, Senior Counsel
and Secretary Vice President and Secretary of the Distributor; Secretary and Director of Centennial Asset
Management Corporation; Vice President and Secretary of Oppenheimer Real Asset Management, Inc.; Secretary of
HarbourView Asset Management Corporation, Oppenheimer Partnership Holdings, Inc., Shareholder Financial Services,
Inc. and Shareholder Services, Inc.

Ronald H. Fielding,
Senior Vice President; Chairman:
Rochester Division An officer, Director and/or portfolio manager of certain Oppenheimer funds; presently
he holds the following other positions: Director (since 1995) of ICI Mutual Insurance Company; Governor (since
1994) of St. John's College; Director (since 1994 - present) of International Museum of Photography at George
Eastman House..

David Foxhoven,
Assistant Vice President Formerly Manager, Banking Operations Department (July 1996 - November 1998).

Colleen Franca,
Assistant Vice President None.

Crystal French
Vice President None.

Dan Gangemi,
Vice President None.

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

Charles Gilbert,
Assistant Vice President None.

Alan Gilston,
Vice President None.

Jill Glazerman,
Vice President None.

Paul Goldenberg,
Vice President Formerly, President of Advantageware (September 1992 - September 1999).

Mikhail Goldverg
Assistant Vice President None.

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

Jeremy Griffiths,
Executive Vice President,
Chief Financial Officer and
Director Chief Financial Officer, Treasurer and director of Oppenheimer Acquisition Corp.; Executive Vice
President of HarbourView Asset Management Corporation; President. Chief Executive Officer and director of PIMCO
Trust Company; director of OppenheimerFunds, Legacy Program (charitable trust program); Vice President of OFI
Private Investments, Inc. 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.

Dennis Hess,
Assistant Vice President None.

Dorothy Hirshman,
Assistant Vice President None

Merryl Hoffman,
Vice President and
Senior Counsel None

Merrell Hora,
Assistant 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 Hyland,
Assistant Vice President Formerly Manager of Customer Research for Prudential Investments (February 1998 - July
1999).

David Hyun,
Vice President Formerly portfolio manager, technology analyst and research associate at Fred Alger Management,
Inc. (August 1993 - June 2000).

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

Kathleen T. Ives,
Vice President None.

William Jaume,
Vice President Senior Vice President (since April 2000) of HarbourView Asset Management Corporation.

Frank Jennings,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Andrew Jordan,
Assistant Vice President None.

Deborah Kaback,
Vice President and
Senior Counsel Senior Vice President and Deputy General Counsel of Oppenheimer Capital (April 1989-November
1999).

Lewis Kamman
Vice President Senior Consultant for Bell Atlantic Network Integration, Inc. (June 1997-December 1998).

Jennifer Kane
Assistant Vice President None.

Lynn Oberist Keeshan
Senior Vice President Formerly (until March 1999) Vice President, Business Development and Treasury at Liz
Claiborne, Inc.

Thomas W. Keffer,
Senior Vice President None.

Erica Klein,
Assistant Vice President None.

Walter Konops,
Assistant Vice President None.

Avram Kornberg,
Senior Vice President None.

Jimmy Kourkoulakos,
Assistant Vice President. None.

John Kowalik,
Senior Vice President An officer and/or portfolio manager for certain OppenheimerFunds.

Joseph Krist,
Assistant Vice President None.

Christopher Leavy
Senior Vice President Vice President and Portfolio Manager at Morgan Stanley Investment Management
(1997-September 2000) and an Analyst and Portfolio Manager at Crestar Asset Management (1995-1997).

Michael Levine,
Vice President None.

Shanquan Li,
Vice President None.

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

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

David 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).

Luann Mascia,
Vice President None.

Philip T. Masterson,
Vice President None.

Loretta McCarthy,
Executive Vice President 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
Assistant Vice President None.

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

Nikolaos Monoyios,
Vice President A Vice President and/or portfolio manager of certain Oppenheimer funds.

John Murphy,
President, Chief Operating
Officer and Director President of MassMutual Institutional Funds and the MML Series Funds until September
2000.

Kenneth Nadler,
Vice President None.

David Negri,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Barbara Niederbrach,
Assistant Vice President None.

Robert A. Nowaczyk,
Vice President None.

Ray Olson,
Assistant Vice President None.

Gina M. Palmieri,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds (since June 1999).

Frank Pavlak,
Vice President Formerly. Branch Chief of Investment Company Examinations at U.S. Securities and Exchange
Commission (January 1981 - December 1998).

James Phillips
Assistant Vice President None.

David Pellegrino
Vice President None.

Jane Putnam,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Michael Quinn,
Assistant Vice President None.

Heather Rabinowitz,
Assistant Vice President None.

Julie Radtke,
Vice President None.

Thomas Reedy,
Vice President Vice President (since April 1999) of HarbourView Asset Management Corporation; an officer
and/or portfolio manager of certain Oppenheimer funds.

John Reinhardt,
Vice President: Rochester Division None

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

Jeffrey Rosen,
Vice President None.

Marci Rossell,
Vice President and Corporate Economist Economist with Federal Reserve Bank of Dallas (April 1996 -
March 1999).

Richard H. Rubinstein,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Lawrence Rudnick,
Assistant Vice President None.

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

Andrew Ruotolo
Executive Vice President President and director of Shareholder 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
Assistant Vice President Assistant Vice President (since March 2000) of OFI Private Investments, Inc.

Jeff Schneider,
Vice President Formerly (until May 1999) Director, Personal Decisions International.

Ellen Schoenfeld,
Vice President None.

Brooke Schulte,
Assistant Vice President None.

Allan Sedmak
Assistant Vice President None.

Jennifer Sexton,
Vice President None.

Martha Shapiro,
Assistant Vice President None.

Connie Song,
Assistant Vice President None.

Richard Soper,
Vice President None.

Keith Spencer,
Vice President None.

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

Richard A. Stein,
Vice President: Rochester Division Assistant Vice President (since 1995) of Rochester Capitol Advisors, L.P.

Arthur Steinmetz,
Senior Vice President An officer and/or portfolio manager of certain Oppenheimer funds.

Jayne Stevlingson,
Vice President None.

Gregg Stitt,
Assistant Vice President None.

John Stoma,
Senior Vice President None.

Deborah Sullivan,
Assistant Vice President,
Assistant Counsel 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).

Kevin Surrett,
Assistant Vice President Assistant Vice President of Product Development
At Evergreen Investor Services, Inc. (June 1995 -
May 1999).

Michael Sussman,
Assistant Vice President None.

James C. Swain,
Vice Chairman of the Board Chairman, CEO and Trustee, Director or Managing Partner of the Denver-based
Oppenheimer Funds; formerly, President and Director of Centennial Asset Management Corporation and Chairman of
the Board of Shareholder Services, Inc.

Susan Switzer,
Assistant Vice President None.

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

James Taylor,
Assistant Vice President None.

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

Angela Uttaro,
Assistant Vice President None.

Mark Vandehey,
Vice President None.

Maureen VanNorstrand,
Assistant Vice President None.

Annette Von Brandis,
Assistant Vice President None.

Phillip Vottiero,
Vice President Chief Financial officer for the Sovlink Group (April 1996 - June 1999).

Sloan Walker
Vice President

Teresa Ward,
Vice President None.

Jerry Webman,
Senior Vice President Senior Investment Officer, Director of Fixed Income.

Barry Weiss,
Assistant Vice President Fitch IBCA (1996 - January 2000)

Christine Wells,
Vice President None.

Joseph Welsh,
Assistant Vice President None.

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

Philip Witkower,
Senior Vice President Formerly Vice President of Prudential Investments (1993 - November 2000)

Brian W. Wixted,
Senior Vice President and
Treasurer Treasurer (since March 1999) of HarbourView Asset Management Corporation, Shareholder Services,
Inc., Oppenheimer Real Asset Management Corporation, Shareholder Financial Services, Inc. and Oppenheimer
Partnership Holdings, Inc., of OFI Private Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000); Treasurer and Chief Financial Officer
(since May 2000) of PIMCO Trust Company; Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp.
and of Centennial Asset Management Corporation; an officer of other Oppenheimer funds; formerly Principal and
Chief Operating Officer, Bankers Trust Company - Mutual Fund Services Division (March 1995 - March 1999).

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; formerly (until
April 2000) a Managing Director and Portfolio Manager at J.P. Morgan Investment Management, Inc.

Caleb Wong,
Vice President An officer and/or portfolio manager of certain Oppenheimer funds (since June 1999) .

Robert G. Zack,
Senior Vice President and
Assistant Secretary, Associate
General Counsel Assistant Secretary of Shareholder Services, Inc. (since May 1985), Shareholder Financial
Services, Inc. (since November 1989), OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997); an officer of other Oppenheimer funds.

Jill Zachman,
Assistant Vice President:
Rochester Division None.

Neal Zamore,
Vice President Director e-Commerce; formerly (until May 2000) Vice President at GE Capital.

Mark Zavanelli,
Assistant Vice President None.

Arthur J. Zimmer,
Senior Vice President Senior Vice President (since April 1999) of HarbourView Asset Management Corporation;
Vice President of Centennial Asset Management Corporation; an officer and/or portfolio manager of certain
Oppenheimer funds.

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 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 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 Two
World Trade Center, New York, New York 10048-0203.

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

Jason Bach Vice President None
31 Raquel Drive
Marietta, GA 30064

William Beardsley (2) Vice President None

Peter Beebe Vice President None
876 Foxdale Avenue
Winnetka, IL 60093

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

Kevin Brosmith Senior Vice President None.
856 West Fullerton
Chicago, IL 60614

Susan Burton(2) Vice President None

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

William Coughlin Vice President None
1730 N. Clark Street
#3203
Chicago, IL 60614

Jeff Damia(2) Vice President None

Stephen Demetrovits(2) Vice President None

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

Michael Dickson Vice President None
21 Trinity Avenue
Glastonburg, CT 06033

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

Steven Dombrowser Vice President None

G. Patrick Dougherty (2) Vice President None

Cliff Dunteman Vice President None
940 Wedgewood Drive
Crystal Lake, IL 60014

Wendy H. Ehrlich Vice President None
4 Craig Street
Jericho, NY 11753

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

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

Eric Fallon Vice President None
10 Worth Circle
Newton, MA 02158

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

Mark Ferro Vice President None
43 Market Street
Breezy Point, NY 11697

Ronald H. Fielding(3) Vice President None

Brian Flahive Assistant Vice President None

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

Ronald R. Foster Senior Vice President None
11339 Avant Lane
Cincinnati, OH 45249

Victoria Friece(1) Assistant Vice President None

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

Michelle Gans Vice President None
18771 The Pines
Eden Prairie, MN 55347

L. Daniel Garrity Vice President None
27 Covington Road
Avondale Estates, GA 30002

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

Ralph Grant(2) Senior Vice President/ None
National Sales Manager

Michael Guman Vice President None
3913 Pleasent Avenue
Allentown, PA 18103

Tonya Hammet Assistant Vice President None

Webb Heidinger Vice President None
90 Gates Street
Portsmouth, NH 03801

Phillip Hemery Vice President None
184 Park Avenue
Rochester, NY 14607

Edward Hrybenko (2) Vice President None

Brian Husch(2) Vice President None

Richard L. Hymes(2) Assistant Vice President None

Byron Ingram(1) Assistant 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
409 Sundowner Ridge Court
Wildwood, MO 63011

Elyse Jurman Vice President None
1194 Hillsboro Mile, #51
Hillsboro Beach, FL 33062

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

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

Brent Krantz Vice President None
2609 SW 149th Place
Seattle, WA 98166

Oren Lane Vice President None
5286 Timber Bend Drive
Brighton, MI 48116

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

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

John Lynch (2) Vice President None

Michael Magee(2) Vice President None

Steve Manns Vice President None
1941 W. Wolfram Street
Chicago, IL 60657

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

LuAnn Mascia(2) Assistant Vice President None

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

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

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

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

Laura Mulhall(2) Senior Vice President None

Charles Murray Vice President None
18 Spring Lake Drive
Far Hills, NJ 07931

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

Denise-Marie Nakamura Vice President None
4111 Colony Plaza
Newport Beach, CA 92660

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

Kevin Neznek(2) Vice President None

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

Raymond Olson(1) Assistant Vice President None
& Treasurer

Alan Panzer Assistant Vice President None
925 Canterbury Road, Apt. #848
Atlanta, GA 30324

Kevin Parchinski Vice President None
8409 West 116th Terrace
Overland Park, KS 66210

Gayle Pereira Vice President None
2707 Via Arboleda
San Clemente, CA 92672

Brian Perkes Vice President None
8734 Shady Shore Drive
Frisco, TX 75034

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

Bill Presutti(2) Vice President None

Steve Puckett Vice President None
5297 Soledad Mountain Road
San Diego, CA 92109

Elaine Puleo(2) Senior Vice President None

Christopher Quinson Vice President None

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

Dustin Raring Vice President None
184 South Ulster
Denver, CO 80220

Michael 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) Assistant Vice President None

Ruxandra Risko(2) Vice President None

David Robertson(2) Senior Vice President, None
Director of Variable
Accounts

Kenneth Rosenson Vice President None
26966 W. Malibu
Cove Colony Drive
Malibu, CA 90265

James Ruff(2) President & Director None

William Rylander (2) Vice President None

Alfredo Scalzo Vice President None
9616 Lale 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

Kristen Sims (2) Vice President None

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

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

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

Michael Sussman(2) Vice President None

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

George Sweeney Senior Vice President None
5 Smokehouse Lane
Hummelstown, PA 17036

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

Martin Telles(2) Senior Vice President None

David G. Thomas Vice President None
2200 North Wilson Blvd.
Suite 102-176
Arlington, VA 22201

Tanya Valency (2) Assistant Vice President None

Mark Vandehey(1) Vice President None

Brian Villec (2) Vice President None

Andrea Walsh(1) Vice President None

Suzanne Walters(1) Assistant Vice President None

Michael Weigner Vice President None
5722 Harborside Drive
Tampa, FL 33615

Donn Weise Vice President None
3249 Earlmar Drive
Los Angeles, CA 90064

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

Philip Witkower Senior Vice President None

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

Gregor Yuska(2) Vice President None

(1)6803 South Tucson Way, Englewood, CO 80112
(2)Two World Trade Center, New York, NY 10048
(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.

SIGNATURES

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 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 23rd
day of January, 2002.

OPPENHEIMER DISCOVERY FUND

By: /s/ John V. Murphy*
---------------------------------------
John V. Murphy, President

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/ Leon Levy* Chairman of the
--------------------------- Board of Trustees January 23, 2002
Leon Levy

/s/ Donald W. Spiro* Vice Chairman of the January 23, 2002
---------------------------- Board and Trustee
Donald W. Spiro

/s/ John V. Murphy * President and January 23, 2002
--------------------------- Principal Executive
John V. Murphy Officer and Trustee

/s/ Brian W. Wixted* Treasurer and Chief January 23, 2002
--------------------------- Financial and
Brian W. Wixted Accounting Officer

/s/ Robert G. Galli* Trustee January 23, 2002
----------------------------
Robert G. Galli

/s/ Phillip A. Griffiths Trustee January 23, 2002
---------------------------
Phillip A. Griffiths

/s/ Benjamin Lipstein* Trustee January 23, 2002
---------------------------
Benjamin Lipstein

/s/ Elizabeth B. Moynihan* Trustee January 23, 2002
---------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall* Trustee January 23, 2002
---------------------------
Kenneth A. Randall

/s/ Edward V. Regan* Trustee January 23, 2002
---------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee January 23, 2002
----------------------------
Russell S. Reynolds, Jr.

/s/ Clayton K. Yeutter* Trustee January 23, 2002
---------------- -----------
Clayton K. Yeutter

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

OPPENHEIMER DISCOVERY FUND

Post-Effective Amendment No. 27

Registration No 33-371

EXHIBIT INDEX

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

23(j) Independent Auditors Consent

n1a\500\500ptc_Jan02(b)