-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hz1JHGYbegJlyL6c4G1fB1iyA2hi1/XVuHx0AtvTpsAP1z4YH+hGIJ1VS/jjlJ5x s4RFDjFx77vDXJAk6p6lzA== 0000728889-08-000763.txt : 20080610 0000728889-08-000763.hdr.sgml : 20080610 20080610160635 ACCESSION NUMBER: 0000728889-08-000763 CONFORMED SUBMISSION TYPE: N-8F PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080610 DATE AS OF CHANGE: 20080610 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TREMONT OPPENHEIMER ABSOLUTE RETURN FUND CENTRAL INDEX KEY: 0001284956 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FILING VALUES: FORM TYPE: N-8F SEC ACT: 1940 Act SEC FILE NUMBER: 811-21541 FILM NUMBER: 08890938 MAIL ADDRESS: STREET 1: CORPORATE CENTER AT RYE CITY: RYE STATE: NY ZIP: 10580 N-8F 1 n8f.htm N-8F Tremont Oppenheimer Absolute Return Fund 
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  Form N-8F

Application for Deregistration of Certain Registered Investment Companies.

Instructions for using Form N- 8F

This form may be filed by an investment  company  ("fund") that is currently
registered   with  the   Securities  and  Exchange   Commission   under  the
Investment  Company Act of 1940 ("Act"),  is seeking to  deregister,  and is
in one of the four categories in Instruction 1 below.

1.    To use this form,  the fund must be seeking to  deregister  under one of
      the following circumstances identified in rule 8f-1 [17 CFR 270.8f-1]:

      (a)   The fund has (i) sold  substantially  all of its assets to another
         registered  fund or (ii) merged  into or  consolidated  with  another
         registered fund ("Merger");

      (b)   The fund has  distributed  substantially  all of its assets to its
         shareholders  and has completed,  or is in the process of, winding up
         its affairs ("Liquidation");

      (c)   The  fund  qualifies  for an  exclusion  from  the  definition  of
         "investment  company"  under  section  3(c)(1) or section  3(c)(7) of
         the Act ("Abandonment of Registration"); or

      (d)   The fund has  become a  business  development  company  ("Business
         Development Company").

2.    If the fund is not  eligible  to use this form,  refer to rule 0-2 under
      the  Act  [17  CFR  270.0-2]  for  general  instructions  on  filing  an
      application  with  the  Commission.   Applications  for   deregistration
      pursuant  to rule 0-2 must be  submitted  electronically  in  accordance
      with rule  101(a)(1)(iv)  of Regulation  S-T [17 CFR  232.101(a)(1)(iv)]
      and the EDGAR Filer Manual.

3.    This  form and all  exhibits  must be  submitted  electronically  to the
      Commission in accordance with rule  101(a)(1)(iv)  of Regulation S-T [17
      CFR 232.101(a)(1)(iv)] and the EDGAR Filer Manual.

4.    Amendments  to  this  form  also  must  be  filed   electronically  (see
      Instruction 3 above),  and must include a verification  identical to the
      one that appears at the end of this form.

5.    No fee is required to submit this form or any amendments.

6.    Funds are reminded of the  requirement to timely file a final Form N-SAR
      with the Commission.  See rule 30b1-1 under the Act [17 CFR 270.30b1-1];
      Form N-SAR [17 CFR 274.101].

SEC's Collection of Information
An agency may not conduct or sponsor,  and a person is not required to respond
to, a  collection  of  information  unless it displays a  currently  valid OMB
control  number.  A fund that wishes to  deregister  and is in one of the four
categories in Instruction 1 may use this form.  The principal  purpose of this
collection of  information  is to enable the  Commission  to determine  that a
registered  investment  company  has  ceased to be an  investment  company  as
defined  by the  Act or is a  business  development  company.  The  Commission
estimates that the burden for  completing  this form will be  approximately  3
hours per filing.  Any member of the public may direct to the  Commission  any
comments  concerning the accuracy of the burden estimate of this form, and any
suggestions for reducing this burden.  This collection of information has been
reviewed  by the  Office  of  Management  and  Budget in  accordance  with the
clearance  requirements  of 44 U.S.C.ss.3507.  Responses to this collection of
information will not be kept confidential.

               Potential  persons  who are to respond to
               the collection of  information  contained
               in  this   form  are  not   required   to
               respond   unless  the  form   displays  a
               currently valid OMB control number.









I.    General Identifying Information
1.    Reason   fund  is   applying  to   deregister   (check  only  one;   for
      descriptions, see Instruction 1 above):

      [ ] Merger

      [ ] Liquidation

      [ X ] Abandonment of Registration
          (Note:  Abandonments of Registration answer only questions 1 through
          15, 24 and 25 of this form and complete  verification  at the end of
          the form.)

      [ ] Election of status as a Business Development Company
          (Note:  Business  Development  Companies  answer  only  questions  1
          through 10
          of this form and complete verification at the end of the form.)

2.    Name of fund: Tremont Oppenheimer Absolute Return Fund

3.    Securities and Exchange Commission File No.: 811- 21541

4.    Is this an initial Form N-8F or an amendment to a previously  filed Form
N-8F?

      [X] Initial Application [ ]   Amendment

5.    Address of Principal Executive Office (include No. & Street, City,
      State, Zip Code): 6803 S. Tucson Way, Centennial CO 80112.

6.    Name,  address,  and telephone number of individual the Commission staff
      should  contact with any  questions  regarding  this form:  Mary Johner,
      6803 S. Tucson Way, Centennial CO 80112; (303) 768-5853.

7.    Name,  address and telephone number of individual or entity  responsible
      for  maintenance  and  preservation  of fund records in accordance  with
      rules  31a-1  and  31a-2  under  the  Act [17  CFR  270.31a-1,  .31a-2]:
      OppenheimerFunds  Services,  6803 S.  Tucson Way,  Centennial  CO 80112,
      (303-768-3200.

      NOTE: Once  deregistered,  a fund is  still  required  to  maintain  and
            preserve the records
              described in rules 31a-1 and 31a-2 for the periods  specified in
            those rules.

8.    Classification of fund (check only one):

      [X] Management company;

      [ ] Unit investment trust; or

      [ ] Face-amount certificate company.

9.    Subclassification if the fund is a management company (check only one):

      [ ] Open-end   [ X ]    Closed-end

10.   State law under which the fund was organized or formed (e.g.,  Delaware,
Massachusetts): Massachusetts

11.   Provide  the name and  address  of each  investment  adviser of the fund
      (including  sub-advisers) during the last five years, even if the fund's
      contracts  with those advisers have been  terminated:  OppenheimerFunds,
      Inc., Two World Financial  Center,  225 Liberty Street,  11th Floor, New
      York NY 10281.

12.   Provide the name and address of each  principal  underwriter of the fund
      during  the last five  years,  even if the fund's  contracts  with those
      underwriters  have been  terminated:  Citigroup Global Markets Inc., 388
      Greenwich St., New York, NY 10013.

13.   If the fund is a unit investment trust ("UIT") provide:  N/A

      (a)   Depositor's name(s) and address(es):

      (b)   Trustee's name(s) and address(es):

14.   Is there a UIT  registered  under the Act that  served as a vehicle  for
      investment in the fund (e.g., an insurance company separate account)?

      [ ] Yes     [X]   No

      If Yes, for each UIT state:
         Name(s):

         File No.: 811- __________

         Business Address:

15.   (a)   Did  the  fund  obtain   approval  from  the  board  of  directors
         concerning  the  decision  to  engage  in a  Merger,  Liquidation  or
         Abandonment of Registration?

          [X]   Yes      [  ] No

         If Yes,  state the date on which the board vote took place:  December
         8, 2004.

         If No, explain:

      (b)   Did the fund obtain approval from the shareholders  concerning the
         decision  to  engage  in a  Merger,  Liquidation  or  Abandonment  of
         Registration?

          [  ]       Yes      [X]    No

         If Yes, state the date on which the shareholder vote took place: N/A

         If No, explain:  Registration was withdrawn and there was no offering
         of shares made to the public. Therefore, there were no shareholders.

II.   Distributions to Shareholders

16.   Has the fund  distributed  any assets to its  shareholders in connection
with the Merger or Liquidation?

       [ ]        Yes   [ ]    No

      (a)   If  Yes,   list  the   date(s)   on  which  the  fund  made  those
distributions:

(b)   Were the distributions made on the basis of net assets?

          [ ]        Yes      [ ]    No

(c)   Were the distributions made pro rata based on share ownership?

          [ ]        Yes      [ ]    No

      (d)   If No to (b) or (c) above,  describe  the method of  distributions
         to shareholders.  For Mergers, provide the exchange ratio(s) used and
         explain how it was calculated:








 (e)  Liquidations only: N/A
      Were any distributions to shareholders made in kind?

       [ ]        Yes   [ ]    No

      If Yes,  indicate the percentage of fund shares owned by affiliates,  or
          any other
         affiliation of shareholders:

17.   Closed-end funds only: N/A
      Has the fund issued senior securities?

      [ ] Yes     [ ]   No

      If  Yes,   describe  the  method  of  calculating   payments  to  senior
securityholders and distributions to other shareholders:

18.   Has the fund distributed all of its assets to the fund's shareholders?

      [ ] Yes     [ ]   No

      If No,
      (a)   How many  shareholders does the fund have as of the date this form
      is filed?

      (b)   Describe the  relationship  of each  remaining  shareholder to the
      fund:

19.   Are there any  shareholders  who have not yet received  distributions in
      complete liquidation of their interests?

      [ ] Yes     [ ]   No

      If Yes,  describe  briefly  the plans (if any) for  distributing  to, or
      preserving the interests of, those shareholders:

III.  Assets and Liabilities

20.   Does the fund have any assets as of the date this form is filed?
      (See question 18 above)

      [ ] Yes     [ ]   No

      If Yes,
      (a)   Describe  the type and amount of each asset  retained  by the fund
as of the date this form is filed:

      (b)   Why has the fund retained the remaining assets?

      (c)   Will the remaining assets be invested in securities?

         [ ]      Yes   [ ]   No

21.   Does  the fund  have any  outstanding  debts  (other  than
      face-amount  certificates  if the  fund  is a  face-amount
      certificate company) or any other liabilities?

      [ ] Yes     [ ]   No

      If Yes,
      (a)   Describe the type and amount of each debt or other liability:

      (b)   How does the fund intend to pay these  outstanding  debts or other
      liabilities?



IV.   Information About Event(s) Leading to Request For Deregistration

22.   (a)   List the  expenses  incurred  in  connection  with the  Merger  or
Liquidation:

         (i)      Legal expenses:

         (ii)     Accounting expenses:

         (iii)    Other expenses (list and identify separately):

         (iv)     Total expenses (sum of lines (i)-(iii) above):

      (b)   How were those expenses allocated?

      (c)   Who paid those expenses?

      (d)   How did the fund pay for unamortized expenses (if any)?

23.   Has the  fund  previously  filed  an  application  for an  order  of the
Commission regarding the Merger or Liquidation?

      [ ] Yes     [ ]   No

      If Yes, cite the release  numbers of the  Commission's  notice and order
      or, if no notice or order has been issued,  the file number and date the
      application was filed:

V.    Conclusion of Fund Business

24.   Is the fund a party to any litigation or administrative proceeding?

      [ ] Yes     [X]   No

      If Yes,  describe the nature of any  litigation  or  proceeding  and the
      position taken by the fund in that litigation:

25.   Is the fund  now  engaged,  or  intending  to  engage,  in any  business
      activities other than those necessary for winding up its affairs?

      [ ] Yes     [X]   No

      If Yes, describe the nature and extent of those activities:

VI.   Mergers Only

26.   (a)   State the name of the fund surviving the Merger:

      (b)   State  the  Investment   Company  Act  file  number  of  the  fund
         surviving the Merger:

      (c)   If the merger or reorganization  agreement has been filed with the
         Commission,  state  the file  number(s),  form type used and date the
         agreement was filed:

      (d)   If the merger or reorganization  agreement has not been filed with
         the  Commission,  provide a copy of the  agreement  as an  exhibit to
         this form.







                                 VERIFICATION

       The  undersigned  states  that  (i) she has  executed  this  Form  N-8F
application  for an order under section 8(f) of the Investment  Company Act of
1940 on behalf of Tremont  Oppenheimer  Absolute  Return Fund, (ii) she is the
Assistant  Secretary of Tremont  Oppenheimer  Absolute  Return Fund, and (iii)
all  actions  by  shareholders,  directors,  and any other body  necessary  to
authorize the undersigned to execute and file this Form N-8F  application have
been taken.  The undersigned also states that the facts set forth in this Form
N-8F  application  are  true to the  best of her  knowledge,  information  and
belief.
                                     (Signature)
                                     /s/ Kathleen T. Ives
                       Kathleen T. Ives, Assistant Secretary
                                      June 3, 2008
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