-----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, Tp0yCAqdWgsrAYcKCBTK6BGw7MXoRPFPZgXTfs3H21tf5lh98+C70aUtVjzjntOl 2/p5B0cvO+D3COXvAJPHmw== 0000939801-06-000020.txt : 20061128 0000939801-06-000020.hdr.sgml : 20061128 20061128100422 ACCESSION NUMBER: 0000939801-06-000020 CONFORMED SUBMISSION TYPE: 40-17G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061128 DATE AS OF CHANGE: 20061128 EFFECTIVENESS DATE: 20061128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER ENTERPRISE FUND CENTRAL INDEX KEY: 0000939801 IRS NUMBER: 133819189 STATE OF INCORPORATION: MA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 40-17G SEC ACT: 1940 Act SEC FILE NUMBER: 811-07265 FILM NUMBER: 061240880 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER NEW ENTERPRISE FUND DATE OF NAME CHANGE: 19950901 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER SMALL CAP FUND DATE OF NAME CHANGE: 19950228 40-17G 1 fidbond.htm insurance 40-17G 

                                           ICI MUTUAL INSURANCE COMPANY

                                                   P.O. Box 730
                                          Burlington, Vermont 05402-0730

                                          INVESTMENT COMPANY BLANKET BOND



                                           ICI MUTUAL INSURANCE COMPANY
                                                   P.O. Box 730
                                          Burlington, Vermont 05402-0730

                                                   DECLARATIONS

- -----------------------------------------------------------------------------
Item 1.  Name of Insured (the "Insured")                         Bond Number
         OppenheimerFunds, Inc.                                  87106106B
         (Continued on rider No. 1)
         Principal Address:         Two World Financial Center
                                    225 Liberty Street, 11th Floor
                                    New York, NY 10281

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

     Item 2. Bond Period: from 12:01 a.m. on October 31, 2006 , to 12:01 a.m. on
October 31,  2007 , or the earlier  effective  date of the  termination  of this
Bond, standard time at the Principal Address as to each of said dates.

- ------------------------------------------------------------------------------
Item 3. Limit of Liability --
        Subject to Sections 9, 10 and 12 hereof:

                                                          LIMIT OF   DEDUCTIBLE
                                                          LIABILITY    AMOUNT

Insuring Agreement A - FIDELITY                        $120,000,000  $250,000
Insuring Agreement B - AUDIT EXPENSE                   $     50,000  $ 10,000
Insuring Agreement C - ON PREMISES                     $120,000,000  $250,000
Insuring Agreement D - IN TRANSIT                      $120,000,000  $250,000
Insuring Agreement E - FORGERY OR ALTERATION           $120,000,000  $250,000
Insuring Agreement F - SECURITIES                      $120,000,000  $250,000
Insuring Agreement G - COUNTERFEIT CURRENCY            $120,000,000  $250,000
Insuring Agreement H - UNCOLLECTIABLE ITEMS OF DEPOSIT $     25,000  $  5,000
Insuring Agreement I - PHONE/ELECTRONIC TRANSACTIONS   $120,000,000  $250,000

If "Not Covered" is inserted  opposite any Insuring  Agreement above,  such
Insuring  Agreement and any reference thereto shall be deemed to be deleted from
this Bond.

OPTIONAL INSURING AGREEMENTS ADDED BY RIDER:

Insuring Agreement J - COMPUTER SECURITY              $120,000,000   $250,000


- ------------------------------------------------------------------------------
Item 4. Offices or Premises Covered--All the Insured's offices or other premises
in  existence  at the time this Bond becomes  effective  are covered  under this
Bond, except the offices or other premises  excluded by Rider.  Offices or other
premises  acquired  or  established  after the  effective  date of this Bond are
covered subject to the terms of General Agreement A.

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

     Item 5. The liability of ICI Mutual Insurance  Company (the  "Underwriter")
is subject to the terms of the following Riders attached hereto:

      Riders:  1-2-3-4-5-6-7-8-9-10-11-12-13-14

     and of all Riders applicable to this Bond issued during the Bond Period.
==============================================================================


                                              By: /s/ Frank Vento
                                                Authorized Representative




                                          INVESTMENT COMPANY BLANKET BOND

     ICI Mutual Insurance  Company (the  "Underwriter"),  in consideration of an
agreed premium,  and in reliance upon the Application and all other  information
furnished to the  Underwriter  by the Insured,  and subject to and in accordance
with  the  Declarations,   General   Agreements,   Provisions,   Conditions  and
Limitations and other terms of this bond (including all riders hereto) ("Bond"),
to the extent of the Limit of Liability  and subject to the  Deductible  Amount,
agrees to  indemnify  the Insured for the loss,  as  described  in the  Insuring
Agreements,  sustained by the Insured at any time but discovered during the Bond
Period.


                                                INSURING AGREEMENTS

A.   FIDELITY

     Loss (including loss of Property) caused by any Dishonest or Fraudulent Act
or Theft  committed by an Employee  anywhere,  alone or in collusion  with other
persons (whether or not Employees), during the time such Employee has the status
of an Employee as defined herein,  and even if such loss is not discovered until
after he or she ceases to be an Employee,  EXCLUDING loss covered under Insuring
Agreement B.

B.   AUDIT EXPENSE

     Expense  incurred by the  Insured  for that part of audits or  examinations
required  by  any   governmental   regulatory   authority  or  Self   Regulatory
Organization  to  be  conducted  by  such  authority  or  Organization  or by an
independent  accountant  or other  person,  by reason of the  discovery  of loss
sustained by the Insured and covered by this Bond.

C.   ON PREMISES

     Loss of Property (including damage thereto or destruction  thereof) located
or reasonably believed by the Insured to be located within the Insured's offices
or premises,  caused by Theft or by any Dishonest or  Fraudulent  Act or through
Mysterious Disappearance, EXCLUDING loss covered under Insuring Agreement A.

D.   IN TRANSIT

     Loss of Property  (including  damage thereto or destruction  thereof) while
the Property is in transit in the custody of any person authorized by an Insured
to act as a  messenger,  except  while  in the mail or with a  carrier  for hire
(other than a Security Company), EXCLUDING loss covered under Insuring Agreement
A. Property is "in transit" beginning  immediately upon receipt of such Property
by the transporting person and ending immediately upon delivery at the specified
destination.

E.   FORGERY OR ALTERATION

     Loss  caused  by the  Forgery  or  Alteration  of or on (1)  any  bills  of
exchange,  checks,  drafts, or other written orders or directions to pay certain
sums in money, acceptances, certificates of deposit, due bills, money orders, or
letters of credit; or (2) other written  instructions,  requests or applications
to the Insured,  authorizing or acknowledging the transfer, payment, redemption,
delivery or receipt of Property,  or giving  notice of any bank  account,  which
instructions or requests or applications purport to have been signed or endorsed
by (a) any customer of the Insured,  or (b) any  shareholder of or subscriber to
shares  issued  by any  Investment  Company,  or (c) any  financial  or  banking
institution  or  stockbroker;  or (3)  withdrawal  orders  or  receipts  for the
withdrawal of Property,  or receipts or certificates of deposit for Property and
bearing the name of the Insured as issuer or of another  Investment  Company for
which the Insured acts as agent.

     This  Insuring  Agreement  E does not  cover  loss  caused  by  Forgery  or
Alteration of Securities or loss covered under Insuring Agreement A.

F.   SECURITIES

     Loss resulting from the Insured,  in good faith,  in the ordinary course of
business, and in any capacity whatsoever, whether for its own account or for the
account of others, having acquired,  accepted or received, or sold or delivered,
or given any value, extended any credit or assumed any liability on the faith of
any  Securities,  where such loss results from the fact that such Securities (1)
were  Counterfeit,  or (2) were lost or  stolen,  or (3)  contain  a Forgery  or
Alteration,  and  notwithstanding  whether or not the act of the Insured causing
such loss violated the constitution,  by-laws,  rules or regulations of any Self
Regulatory  Organization,  whether  or not the  Insured  was a  member  thereof,
EXCLUDING loss covered under Insuring Agreement A.

G.   COUNTERFEIT CURRENCY

     Loss caused by the Insured in good faith  having  received or accepted  (1)
any money orders which prove to be  Counterfeit  or to contain an  Alteration or
(2) paper  currencies  or coin of the United  States of America or Canada  which
prove to be Counterfeit.

     This  Insuring  Agreement  G does not cover  loss  covered  under  Insuring
Agreement A.

H.   UNCOLLECTIBLE ITEMS OF DEPOSIT

     Loss  resulting  from the payment of dividends,  issuance of Fund shares or
redemptions  or  exchanges  permitted  from  an  account  with  the  Fund  as  a
consequence of

     (1)  uncollectible  Items of Deposit of a Fund's  customer,  shareholder or
subscriber  credited by the Insured or its agent to such  person's Fund account,
or
     (2) any Item of Deposit processed through an automated clearing house which
is  reversed  by a Fund's  customer,  shareholder  or  subscriber  and is deemed
uncollectible by the Insured;

     PROVIDED, that (a) Items of Deposit shall not be deemed uncollectible until
the Insured's collection procedures have failed, (b) exchanges of shares between
Funds with exchange privileges shall be covered hereunder only if all such Funds
are insured by the Underwriter for uncollectible  Items of Deposit,  and (c) the
Insured  Fund shall have  implemented  and  maintained a policy to hold Items of
Deposit for the minimum  number of days  stated in its  Application  (as amended
from time to time) before paying any dividend or permitting any withdrawal  with
respect  to  such  Items  of  Deposit  (other  than  exchanges  between  Funds).
Regardless of the number of transactions  between Funds in an exchange  program,
the minimum  number of days an Item of Deposit must be held shall begin from the
date the Item of Deposit was first credited to any Insured Fund.

     This  Insuring  Agreement  H does not cover  loss  covered  under  Insuring
Agreement A.

I.       PHONE/ELECTRONIC TRANSACTIONS

     Loss caused by a Phone/Electronic  Transaction,  where the request for such
Phone/Electronic Transaction:

     (1) is transmitted to the Insured or its agents by voice over the telephone
or by Electronic Transmission; and

     (2)  is  made  by an  individual  purporting  to be a Fund  shareholder  or
subscriber or an authorized agent of a Fund shareholder or subscriber; and

     (3) is  unauthorized  or fraudulent and is made with the manifest intent to
deceive;

     PROVIDED,  that the entity receiving such request  generally  maintains and
follows  during  the  Bond  Period  all  Phone/Electronic  Transaction  Security
Procedures with respect to all Phone/Electronic Transactions; and

     EXCLUDING loss resulting from:

     (1) the failure to pay for shares attempted to be purchased; or

     (2) any redemption of Investment  Company shares which had been  improperly
credited to a  shareholder's  account where such  shareholder (a) did not cause,
directly or  indirectly,  such shares to be  credited to such  account,  and (b)
directly  or  indirectly  received  any  proceeds  or other  benefit  from  such
redemption; or

     (3) any  redemption  of shares  issued by an  Investment  Company where the
proceeds of such  redemption  were requested to be paid or made payable to other
than (a) the  Shareholder  of Record,  or (b) any other  person or bank  account
designated  to  receive   redemption   proceeds  (i)  in  the  initial   account
application,  or  (ii)  in  writing  (not to  include  Electronic  Transmission)
accompanied by a signature guarantee; or

     (4) any  redemption  of shares  issued by an  Investment  Company where the
proceeds of such  redemption were requested to be sent to other than any address
for such account which was designated (a) in the initial account application, or
(b) in writing (not to include Electronic  Transmission),  where such writing is
received at least one (1) day prior to such redemption  request, or (c) by voice
over the  telephone or by  Electronic  Transmission  at least  fifteen (15) days
prior to such redemption; or

     (5) the  intentional  failure  to  adhere  to one or more  Phone/Electronic
Transaction Security Procedures; or

     (6) a Phone/Electronic  Transaction  request transmitted by electronic mail
or  transmitted  by any method not subject to the  Phone/Electronic  Transaction
Security Procedures; or

     (7) the failure or circumvention  of any physical or electronic  protection
device,  including  any  firewall,  that  imposes  restrictions  on the  flow of
electronic traffic in or out of any Computer System.

     This  Insuring  Agreement  I does not cover  loss  covered  under  Insuring
Agreement A, "Fidelity" or Insuring Agreement J, "Computer Security".


                                                GENERAL AGREEMENTS

     A. ADDITIONAL OFFICES OR EMPLOYEES--CONSOLIDATION OR MERGER--NOTICE

     1. Except as provided  in  paragraph 2 below,  this Bond shall apply to any
additional  office(s)  established  by the Insured during the Bond Period and to
all Employees during the Bond Period, without the need to give notice thereof or
pay additional premiums to the Underwriter for the Bond Period.

     2. If during the Bond Period an Insured  Investment  Company shall merge or
consolidate  with an institution in which such Insured is the surviving  entity,
or  purchase   substantially   all  the  assets  or  capital  stock  of  another
institution,  or acquire or create a separate  investment  portfolio,  and shall
within  sixty (60) days  notify the  Underwriter  thereof,  then this Bond shall
automatically  apply to the Property and Employees  resulting  from such merger,
consolidation, acquisition or creation from the date thereof; provided, that the
Underwriter may make such coverage  contingent upon the payment of an additional
premium.

B.   WARRANTY

     No statement made by or on behalf of the Insured,  whether contained in the
Application or otherwise, shall be deemed to be an absolute warranty, but only a
warranty that such  statement is true to the best of the knowledge of the person
responsible for such statement.

C.   COURT COSTS AND ATTORNEYS' FEES

     The  Underwriter  will  indemnify  the  Insured  against  court  costs  and
reasonable  attorneys'  fees  incurred and paid by the Insured in defense of any
legal proceeding brought against the Insured claiming that the Insured is liable
for any loss, claim or damage which, if established  against the Insured,  would
constitute a loss sustained by the Insured covered under the terms of this Bond;
provided,  however,  that with  respect to Insuring  Agreement A this  indemnity
shall apply only in the event that

     1. an  Employee  admits  to  having  committed  or is  adjudicated  to have
committed a Dishonest or Fraudulent Act or Theft which caused the loss; or

     2. in the absence of such an admission or  adjudication,  an  arbitrator or
arbitrators  acceptable to the Insured and the  Underwriter  concludes,  after a
review of an agreed  statement  of  facts,  that an  Employee  has  committed  a
Dishonest or Fraudulent Act or Theft which caused the loss.

     The Insured shall promptly give notice to the Underwriter of any such legal
proceeding  and upon request  shall furnish the  Underwriter  with copies of all
pleadings and other papers therein.  At the  Underwriter's  election the Insured
shall permit the Underwriter to conduct the defense of such legal  proceeding in
the Insured's name,  through attorneys of the Underwriter's  selection.  In such
event,  the Insured shall give all reasonable  information and assistance  which
the  Underwriter  shall  deem  necessary  to the  proper  defense  of such legal
proceeding.

     If the amount of the Insured's  liability or alleged  liability in any such
legal  proceeding is greater than the amount which the Insured would be entitled
to recover under this Bond (other than pursuant to this General Agreement C), or
if a Deductible  Amount is applicable,  or both, the indemnity  liability of the
Underwriter under this General Agreement C is limited to the proportion of court
costs and attorneys' fees incurred and paid by the Insured or by the Underwriter
that the amount which the Insured  would be entitled to recover  under this Bond
(other  than  pursuant  to this  General  Agreement  C) bears to the sum of such
amount  plus the amount  which the  Insured is not  entitled  to  recover.  Such
indemnity  shall be in addition  to the Limit of  Liability  for the  applicable
Insuring Agreement.

               THIS BOND, INCLUDING THE FOREGOING INSURING AGREEMENTS
               AND GENERAL AGREEMENTS, IS SUBJECT TO THE FOLLOWING
                       PROVISIONS, CONDITIONS AND LIMITATIONS:

SECTION 1.  DEFINITIONS

     The  following  terms used in this Bond shall have the  meanings  stated in
this Section:

     A. "Alteration"  means the marking,  changing or altering in a material way
of the terms, meaning or legal effect of a document with the intent to deceive.

     B. "Application"  means the Insured's  application (and any attachments and
materials  submitted in connection  therewith)  furnished to the Underwriter for
this Bond.

     C.  "Computer   System"  means  (1)  computers   with  related   peripheral
components, including storage components, (2) systems and applications software,
(3)  terminal  devices,   (4)  related   communications   networks  or  customer
communication  systems,  and (5) related  electronic funds transfer systems;  by
which  data or monies  are  electronically  collected,  transmitted,  processed,
stored or retrieved.

     D. "Counterfeit" means, with respect to any item, one which is false but is
intended to deceive and to be taken for the original authentic item.

     E. "Deductible Amount" means, with respect to any Insuring  Agreement,  the
amount  set  forth  under  the  heading  "Deductible  Amount"  in  Item 3 of the
Declarations  or in any Rider for such  Insuring  Agreement,  applicable to each
Single Loss covered by such Insuring Agreement.

     F. "Depository"  means any "securities  depository" (other than any foreign
securities depository) in which an Investment Company may deposit its Securities
in accordance with Rule 17f-4 under the Investment Company Act of 1940.

     G.  "Dishonest  or Fraudulent  Act" means any dishonest or fraudulent  act,
including  "larceny and embezzlement" as defined in Section 37 of the Investment
Company Act of 1940,  committed with the conscious  manifest intent (1) to cause
the  Insured  to  sustain a loss and (2) to  obtain  financial  benefit  for the
perpetrator  or any  other  person  (other  than  salaries,  commissions,  fees,
bonuses,  awards,  profit  sharing,  pensions  or other  employee  benefits).  A
Dishonest or Fraudulent Act does not mean or include a reckless act, a negligent
act, or a grossly negligent act.

     H. "Electronic  Transmission" means any transmission effected by electronic
means,  including but not limited to a transmission effected by telephone tones,
Telefacsimile, wireless device, or over the Internet.

     I . "Employee" means:

     (1) each officer,  director,  trustee,  partner or employee of the Insured,
and
     (2) each officer, director, trustee, partner or employee of any predecessor
of  the  Insured  whose  principal   assets  are  acquired  by  the  Insured  by
consolidation  or merger with,  or purchase of assets or capital  stock of, such
predecessor, and
     (3) each  attorney  performing  legal  services  for the  Insured  and each
employee of such attorney or of the law firm of such attorney  while  performing
services for the Insured, and
     (4) each student who is an authorized  intern of the Insured,  while in any
of the Insured's offices, and
     (5) each officer, director, trustee, partner or employee of
     (a)  an investment adviser,
     (b)  an underwriter (distributor),
     (c)  a transfer agent or shareholder accounting recordkeeper, or
     (d) an  administrator  authorized  by written  agreement to keep  financial
and/or other required  records,  for an Investment  Company named as an Insured,
but only while (i) such officer,  partner or employee is performing  acts coming
within the scope of the usual duties of an officer or employee of an Insured, or
(ii) such officer, director,  trustee, partner or employee is acting as a member
of any  committee  duly elected or appointed to examine or audit or have custody
of or access to the Property of the Insured,  or (iii) such  director or trustee
(or anyone  acting in a similar  capacity)  is acting  outside  the scope of the
usual duties of a director or trustee;  provided, that the term "Employee" shall
not include any officer,  director,  trustee,  partner or employee of a transfer
agent,  shareholder accounting recordkeeper or administrator (x) which is not an
"affiliated person" (as defined in Section 2(a) of the Investment Company Act of
1940) of an Investment Company named as Insured or of the adviser or underwriter
of such Investment Company, or (y) which is a "Bank" (as defined in Section 2(a)
of the Investment Company Act of 1940), and
     (6) each  individual  assigned,  by  contract  or by any agency  furnishing
temporary  personnel,  in either case on a  contingent  or part-time  basis,  to
perform the usual duties of an employee in any office of the Insured, and
     (7) each individual  assigned to perform the usual duties of an employee or
officer  of any  entity  authorized  by written  agreement  with the  Insured to
perform  services as  electronic  data  processor of checks or other  accounting
records of the Insured,  but excluding a processor  which acts as transfer agent
or in any other  agency  capacity for the Insured in issuing  checks,  drafts or
securities, unless included under subsection (5) hereof, and
     (8) each officer, partner or employee of
     (a) any Depository or Exchange,
     (b) any nominee in whose name is  registered  any Security  included in the
systems for the central handling of securities established and maintained by any
Depository, and
     (c) any recognized service company which provides clerks or other personnel
to any Depository or Exchange on a contract basis,  while such officer,  partner
or employee is  performing  services  for any  Depository  in the  operation  of
systems for the central handling of securities, and
     (9) in the case of an  Insured  which is an  "employee  benefit  plan"  (as
defined in Section 3 of the  Employee  Retirement  Income  Security  Act of 1974
("ERISA")) for officers,  directors or employees of another  Insured  ("In-House
Plan"),  any "fiduciary" or other "plan official" (within the meaning of Section
412 of ERISA) of such In-House Plan,  provided that such fiduciary or other plan
official  is a  director,  partner,  officer,  trustee or employee of an Insured
(other than an In-House Plan).

     Each  employer  of  temporary  personnel  and each  entity  referred  to in
subsections (6) and (7) and their  respective  partners,  officers and employees
shall collectively be deemed to be one person for all the purposes of this Bond.

     Brokers, agents,  independent  contractors,  or representatives of the same
general  character  shall not be  considered  Employees,  except as  provided in
subsections (3), (6), and (7).

     J. "Exchange" means any national  securities  exchange registered under the
Securities Exchange Act of 1934.

     K.  "Forgery"  means the  physical  signing  on a  document  of the name of
another  person  (whether  real or  fictitious)  with the intent to  deceive.  A
Forgery may be by means of mechanically  reproduced facsimile signatures as well
as  handwritten  signatures.   Forgery  does  not  include  the  signing  of  an
individual's own name,  regardless of such individual's  authority,  capacity or
purpose.

     L. "Items of Deposit" means one or more checks or drafts.

     M. "Investment  Company" or "Fund" means an investment  company  registered
under the Investment Company Act of 1940.

     N. "Limit of Liability" means, with respect to any Insuring Agreement,  the
limit of  liability  of the  Underwriter  for any  Single  Loss  covered by such
Insuring Agreement as set forth under the heading "Limit of Liability" in Item 3
of the Declarations or in any Rider for such Insuring Agreement.

     O. "Mysterious  Disappearance"  means any  disappearance of Property which,
after a reasonable investigation has been conducted, cannot be explained.

     P. "Non-Fund" means any corporation,  business trust, partnership, trust or
other entity which is not an Investment Company.

     Q.  "Phone/Electronic   Transaction  Security  Procedures"  means  security
procedures  for  Phone/Electronic  Transactions  as  provided  in writing to the
Underwriter.

     R. "Phone/Electronic Transaction" means any (1) redemption of shares issued
by an Investment Company,  (2) election concerning dividend options available to
Fund  shareholders,  (3) exchange of shares in a registered  account of one Fund
into shares in an  identically  registered  account of another  Fund in the same
complex  pursuant to exchange  privileges  of the two Funds,  or (4) purchase of
shares issued by an Investment Company, which redemption,  election, exchange or
purchase  is  requested  by voice over the  telephone  or through an  Electronic
Transmission.

     S.  "Property"  means the  following  tangible  items:  money,  postage and
revenue stamps,  precious metals,  Securities,  bills of exchange,  acceptances,
checks,  drafts,  or other  written  orders or directions to pay sums certain in
money,  certificates  of deposit,  due bills,  money orders,  letters of credit,
financial futures  contracts,  conditional sales contracts,  abstracts of title,
insurance policies,  deeds, mortgages,  and assignments of any of the foregoing,
and other valuable papers,  including books of account and other records used by
the Insured in the conduct of its business, and all other instruments similar to
or in the nature of the foregoing (but excluding all data  processing  records),
in which the Insured has an interest or in which the Insured  acquired or should
have  acquired  an  interest  by reason of a  predecessor's  declared  financial
condition at the time of the Insured's consolidation or merger with, or purchase
of the principal  assets of, such  predecessor  or which are held by the Insured
for any purpose or in any capacity.

     T. "Securities" means original  negotiable or non-negotiable  agreements or
instruments  which represent an equitable or legal  interest,  ownership or debt
(including  stock  certificates,   bonds,   promissory  notes,  and  assignments
thereof),  which are in the  ordinary  course of business  and  transferable  by
physical delivery with appropriate endorsement or assignment.  "Securities" does
not include bills of exchange,  acceptances,  certificates  of deposit,  checks,
drafts,  or other written orders or directions to pay sums certain in money, due
bills, money orders, or letters of credit.

     U. "Security Company" means an entity which provides or purports to provide
the transport of Property by secure means, including, without limitation, by use
of armored vehicles or guards.

     V. "Self  Regulatory  Organization"  means any  association  of  investment
advisers or securities  dealers registered under the federal securities laws, or
any Exchange.

     W.  "Shareholder  of Record"  means the record owner of shares issued by an
Investment Company or, in the case of joint ownership of such shares, all record
owners, as designated (1) in the initial account application,  or (2) in writing
accompanied by a signature guarantee, or (3) pursuant to procedures as set forth
in the Application.

     X. "Single Loss" means:
     (1) all loss resulting from any one actual or attempted  Theft committed by
one person, or
     (2) all loss caused by any one act (other  than a Theft or a  Dishonest  or
Fraudulent Act) committed by one person, or
     (3) all loss  caused by  Dishonest  or  Fraudulent  Acts  committed  by one
person, or
     (4) all expenses incurred with respect to any one audit or examination, or
     (5) all loss  caused  by any one  occurrence  or  event  other  than  those
specified in subsections (1) through (4) above.

     All acts or omissions of one or more persons  which  directly or indirectly
aid or, by failure to report or  otherwise,  permit the  continuation  of an act
referred to in  subsections  (1) through (3) above of any other  person shall be
deemed to be the acts of such other person for purposes of this subsection.

     All acts or  occurrences  or events  which have as a common nexus any fact,
circumstance,   situation,   transaction  or  series  of  facts,  circumstances,
situations,  or transactions  shall be deemed to be one act, one occurrence,  or
one event.

     Y.  "Telefacsimile"  means a system of transmitting  and reproducing  fixed
graphic  material  (as, for example,  printing) by means of signals  transmitted
over telephone lines or over the Internet.

     Z. "Theft" means  robbery,  burglary or hold-up,  occurring with or without
violence or the threat of violence.


SECTION 2.  EXCLUSIONS

THIS BOND DOES NOT COVER:

     A. Loss  resulting  from (1) riot or civil  commotion  outside  the  United
States of America and Canada, or (2) war,  revolution,  insurrection,  action by
armed forces, or usurped power,  wherever occurring;  except if such loss occurs
in transit,  is  otherwise  covered  under  Insuring  Agreement D, and when such
transit was initiated,  the Insured or any person initiating such transit on the
Insured's  behalf  had  no  knowledge  of  such  riot,  civil  commotion,   war,
revolution, insurrection, action by armed forces, or usurped power.

     B. Loss in time of peace or war resulting from nuclear fission or fusion or
radioactivity,  or biological or chemical agents or hazards,  or fire, smoke, or
explosion, or the effects of any of the foregoing.

     C. Loss  resulting  from any Dishonest or  Fraudulent  Act committed by any
person while acting in the capacity of a member of the Board of Directors or any
equivalent body of the Insured or of any other entity.

     D. Loss  resulting  from any  nonpayment  or other  default  of any loan or
similar  transaction  made by the  Insured  or any of its  partners,  directors,
officers or employees,  whether or not authorized  and whether  procured in good
faith or through a Dishonest or  Fraudulent  Act,  unless such loss is otherwise
covered under Insuring Agreement A, E or F.

     E. Loss  resulting  from any violation by the Insured or by any Employee of
any  law,  or any rule or  regulation  pursuant  thereto  or  adopted  by a Self
Regulatory   Organization,   regulating  the  issuance,   purchase  or  sale  of
securities,  securities transactions upon security exchanges or over the counter
markets,  Investment Companies, or investment advisers, unless such loss, in the
absence  of such  law,  rule or  regulation,  would be  covered  under  Insuring
Agreement A, E or F.

     F. Loss of Property  while in the custody of any Security  Company,  unless
such loss is covered under this Bond and is in excess of the amount recovered or
received by the Insured  under (1) the  Insured's  contract  with such  Security
Company,  and (2)  insurance or  indemnity of any kind carried by such  Security
Company for the benefit of, or otherwise  available to, users of its service, in
which case this Bond shall  cover only such  excess,  subject to the  applicable
Limit of Liability and Deductible Amount.

     G. Potential  income,  including but not limited to interest and dividends,
not realized by the Insured  because of a loss covered  under this Bond,  except
when covered under Insuring Agreement H.

     H. Loss in the form of (1)  damages  of any type for which the  Insured  is
legally liable,  except direct  compensatory  damages,  or (2) taxes,  fines, or
penalties,  including  without  limitation  two-thirds  of treble  damage awards
pursuant to judgments under any statute or regulation.

     I. Loss resulting from the surrender of Property away from an office of the
Insured as a result of a threat (1) to do bodily harm to any person, except loss
of  Property in transit in the custody of any person  acting as  messenger  as a
result of a threat to do  bodily  harm to such  person,  if the  Insured  had no
knowledge  of such threat at the time such transit was  initiated,  or (2) to do
damage to the premises or Property of the Insured, unless such loss is otherwise
covered under Insuring Agreement A.

     J.  All  costs,  fees  and  other  expenses  incurred  by  the  Insured  in
establishing the existence of or amount of loss covered under this Bond,  except
to the extent certain audit expenses are covered under Insuring Agreement B.

     K. Loss resulting  from payments made to or  withdrawals  from any account,
involving  funds  erroneously  credited  to such  account,  unless  such loss is
otherwise covered under Insuring Agreement A.

     L. Loss resulting from uncollectible  Items of Deposit which are drawn upon
a financial  institution  outside the United States of America,  its territories
and possessions, or Canada.

     M. Loss resulting from the Dishonest or Fraudulent  Acts,  Theft,  or other
acts or omissions of an Employee  primarily engaged in the sale of shares issued
by an  Investment  Company to persons  other than (1) a person  registered  as a
broker under the Securities Exchange Act of 1934 or (2) an "accredited investor"
as defined in Rule  501(a) of  Regulation  D under the  Securities  Act of 1933,
which is not an individual.

     N.  Loss  resulting  from  the  use  of  credit,  debit,  charge,   access,
convenience,  identification, cash management or other cards, whether such cards
were  issued or purport to have been  issued by the  Insured or by anyone  else,
unless such loss is otherwise covered under Insuring Agreement A.

     O. Loss resulting  from any purchase,  redemption or exchange of securities
issued by an  Investment  Company or other  Insured,  or any other  instruction,
request,  acknowledgement,  notice or transaction involving securities issued by
an Investment Company or other Insured or the dividends in respect thereof, when
any of the  foregoing is  requested,  authorized  or directed or purported to be
requested,  authorized  or directed by voice over the telephone or by Electronic
Transmission,  unless such loss is otherwise covered under Insuring  Agreement A
or Insuring Agreement I.

     P. Loss resulting  from any Dishonest or Fraudulent Act or Theft  committed
by an Employee as defined in Section 1.I(2), unless such loss (1) could not have
been  reasonably  discovered  by the due diligence of the Insured at or prior to
the  time  of  acquisition  by  the  Insured  of  the  assets  acquired  from  a
predecessor,  and (2) arose out of a lawsuit or valid claim brought  against the
Insured by a person  unaffiliated with the Insured or with any person affiliated
with the Insured.

     Q. Loss resulting from the unauthorized entry of data into, or the deletion
or  destruction  of data in, or the change of data elements or programs  within,
any  Computer  System,  unless such loss is  otherwise  covered  under  Insuring
Agreement A.



SECTION 3.  ASSIGNMENT OF RIGHTS

     Upon payment to the Insured  hereunder for any loss, the Underwriter  shall
be subrogated  to the extent of such payment to all of the Insured's  rights and
claims in connection  with such loss;  provided,  however,  that the Underwriter
shall not be  subrogated  to any such rights or claims one named  Insured  under
this Bond may have against another named Insured under this Bond. At the request
of the Underwriter, the Insured shall execute all assignments or other documents
and take such action as the  Underwriter  may deem  necessary  or  desirable  to
secure and perfect such rights and claims,  including the execution of documents
necessary to enable the Underwriter to bring suit in the name of the Insured.

     Assignment  of any  rights or  claims  under  this Bond  shall not bind the
Underwriter without the Underwriter's written consent.

SECTION 4.  LOSS--NOTICE--PROOF--LEGAL PROCEEDINGS

     This  Bond  is for  the  use  and  benefit  only  of the  Insured  and  the
Underwriter  shall not be liable  hereunder  for loss  sustained by anyone other
than the  Insured,  except that if the Insured  includes  such other loss in the
Insured's proof of loss, the Underwriter shall consider its liability  therefor.
As soon as practicable  and not more than sixty (60) days after discovery of any
loss covered  hereunder,  the Insured shall give the Underwriter  written notice
thereof and, as soon as  practicable  and within one year after such  discovery,
shall  also  furnish  to the  Underwriter  affirmative  proof of loss  with full
particulars.  The  Underwriter may extend the sixty day notice period or the one
year proof of loss period if the Insured  requests an  extension  and shows good
cause therefor.

     See also General Agreement C (Court Costs and Attorneys' Fees).

     The Underwriter shall not be liable hereunder for loss of Securities unless
each of the  Securities is identified in such proof of loss by a certificate  or
bond number or by such identification  means as the Underwriter may require. The
Underwriter shall have a reasonable period after receipt of a proper affirmative
proof of loss within which to  investigate  the claim,  but where the loss is of
Securities  and is  clear  and  undisputed,  settlement  shall  be  made  within
forty-eight (48) hours even if the loss involves  Securities of which duplicates
may be obtained.

     The Insured shall not bring legal  proceedings  against the  Underwriter to
recover any loss  hereunder  prior to sixty (60) days after filing such proof of
loss or subsequent to  twenty-four  (24) months after the discovery of such loss
or, in the case of a legal  proceeding  to recover  hereunder  on account of any
judgment  against the Insured in or settlement of any suit  mentioned in General
Agreement C or to recover court costs or attorneys'  fees paid in any such suit,
twenty-four (24) months after the date of the final judgment in or settlement of
such suit. If any limitation in this Bond is prohibited by any  applicable  law,
such limitation  shall be deemed to be amended to be equal to the minimum period
of limitation permitted by such law.

     Notice hereunder shall be given to Manager,  Professional Liability Claims,
ICI Mutual Insurance Company, P.O. Box 730, Burlington, Vermont 05402-0730.




SECTION 5.  DISCOVERY

     For all purposes under this Bond, a loss is discovered,  and discovery of a
loss occurs, when the Insured
     (1) becomes aware of facts, or
     (2) receives  notice of an actual or potential claim by a third party which
alleges  that the  Insured is liable  under  circumstances,  which would cause a
reasonable person to assume that loss covered by this Bond has been or is likely
to be incurred even though the exact amount or details of loss may not be known.

SECTION 6.  VALUATION OF PROPERTY

     For the purpose of determining the amount of any loss hereunder,  the value
of any  Property  shall be the  market  value of such  Property  at the close of
business on the first  business day before the  discovery  of such loss;  except
that
     (1) the value of any Property  replaced by the Insured prior to the payment
of a claim  therefor  shall be the actual  market value of such  Property at the
time of  replacement,  but not in excess of the market value of such Property on
the first business day before the discovery of the loss of such Property;
     (2)  the  value  of   Securities   which  must  be   produced  to  exercise
subscription,  conversion,  redemption or deposit privileges shall be the market
value of such  privileges  immediately  preceding the expiration  thereof if the
loss of such Securities is not discovered  until after such  expiration,  but if
there is no quoted or other  ascertainable  market  price for such  Property  or
privileges  referred  to in clauses  (1) and (2),  their value shall be fixed by
agreement  between  the  parties  or by  arbitration  before  an  arbitrator  or
arbitrators acceptable to the parties; and
     (3) the value of books of accounts or other  records used by the Insured in
the conduct of its business  shall be limited to the actual cost of blank books,
blank pages or other  materials if the books or records are reproduced  plus the
cost of labor for the  transcription or copying of data furnished by the Insured
for reproduction.

SECTION 7.  LOST SECURITIES

     The maximum  liability of the  Underwriter  hereunder  for lost  Securities
shall be the payment for, or replacement of, such Securities having an aggregate
value not to exceed the applicable Limit of Liability.  If the Underwriter shall
make payment to the Insured for any loss of securities, the Insured shall assign
to the Underwriter all of the Insured's right, title and interest in and to such
Securities. In lieu of such payment, the Underwriter may, at its option, replace
such lost  Securities,  and in such case the Insured  shall  cooperate to effect
such replacement.  To effect the replacement of lost Securities, the Underwriter
may issue or arrange for the issuance of a lost instrument bond. If the value of
such Securities does not exceed the applicable Deductible Amount (at the time of
the discovery of the loss),  the Insured will pay the usual premium  charged for
the lost  instrument bond and will indemnify the issuer of such bond against all
loss and expense that it may sustain because of the issuance of such bond.

     If the value of such Securities  exceeds the applicable  Deductible  Amount
(at the time of discovery of the loss), the Insured will pay a proportion of the
usual premium charged for the lost instrument bond, equal to the percentage that
the  applicable  Deductible  Amount bears to the value of such  Securities  upon
discovery of the loss,  and will  indemnify  the issuer of such bond against all
loss and expense that is not recovered from the Underwriter  under the terms and
conditions of this Bond, subject to the applicable Limit of Liability.

SECTION 8.  SALVAGE

     If any  recovery  is made,  whether by the Insured or the  Underwriter,  on
account of any loss within the  applicable  Limit of  Liability  hereunder,  the
Underwriter  shall be entitled to the full amount of such  recovery to reimburse
the Underwriter for all amounts paid hereunder with respect to such loss. If any
recovery is made,  whether by the Insured or the Underwriter,  on account of any
loss  in  excess  of the  applicable  Limit  of  Liability  hereunder  plus  the
Deductible Amount applicable to such loss from any source other than suretyship,
insurance, reinsurance, security or indemnity taken by or for the benefit of the
Underwriter,  the amount of such recovery,  net of the actual costs and expenses
of recovery,  shall be applied to reimburse  the Insured in full for the portion
of such loss in excess of such Limit of Liability,  and the  remainder,  if any,
shall be paid first to reimburse the  Underwriter for all amounts paid hereunder
with  respect to such loss and then to the  Insured to the extent of the portion
of such loss  within the  Deductible  Amount.  The  Insured  shall  execute  all
documents  which the  Underwriter  deems necessary or desirable to secure to the
Underwriter the rights provided for herein.

SECTION 9.        NON-REDUCTION AND NON-ACCUMULATION OF LIABILITY AND TOTAL LIABILITY

     Prior to its termination, this Bond shall continue in force up to the Limit
of Liability for each Insuring  Agreement for each Single Loss,  notwithstanding
any previous  loss (other than such Single Loss) for which the  Underwriter  may
have paid or be liable to pay hereunder;  PROVIDED,  however, that regardless of
the number of years this Bond shall continue in force and the number of premiums
which shall be payable or paid, the liability of the Underwriter under this Bond
with  respect to any Single  Loss  shall be limited to the  applicable  Limit of
Liability  irrespective of the total amount of such Single Loss and shall not be
cumulative in amounts from year to year or from period to period.

SECTION 10.  MAXIMUM LIABILITY OF UNDERWRITER; OTHER BONDS OR POLICIES

     The maximum liability of the Underwriter for any Single Loss covered by any
Insuring Agreement under this Bond shall be the Limit of Liability applicable to
such Insuring  Agreement,  subject to the applicable  Deductible  Amount and the
other  provisions  of this Bond.  Recovery  for any Single  Loss may not be made
under more than one Insuring  Agreement.  If any Single Loss covered  under this
Bond is  recoverable  or  recovered  in whole or in part because of an unexpired
discovery  period under any other bonds or policies issued by the Underwriter to
the  Insured or to any  predecessor  in  interest  of the  Insured,  the maximum
liability of the  Underwriter  shall be the greater of either (1) the applicable
Limit  of  Liability  under  this  Bond,  or (2) the  maximum  liability  of the
Underwriter under such other bonds or policies.

SECTION 11.  OTHER INSURANCE

     Notwithstanding  anything to the  contrary  herein,  if any loss covered by
this Bond shall also be covered by other insurance or suretyship for the benefit
of the Insured,  the Underwriter  shall be liable hereunder only for the portion
of such loss in excess of the amount  recoverable  under such other insurance or
suretyship, but not exceeding the applicable Limit of Liability of this Bond.

SECTION 12.  DEDUCTIBLE AMOUNT

     The Underwriter shall not be liable under any Insuring Agreement unless the
amount of the loss covered  thereunder,  after  deducting  the net amount of all
reimbursement  and/or recovery received by the Insured with respect to such loss
(other than from any other bond, suretyship or insurance policy or as an advance
by the Underwriter  hereunder) shall exceed the applicable Deductible Amount; in
such case the Underwriter  shall be liable only for such excess,  subject to the
applicable Limit of Liability and the other terms of this Bond.

     No  Deductible  Amount  shall  apply to any  loss  covered  under  Insuring
Agreement A sustained by any Investment Company named as an Insured.

SECTION 13.  TERMINATION

     The  Underwriter  may terminate this Bond as to any Insured or all Insureds
only by  written  notice  to such  Insured  or  Insureds  and,  if this  Bond is
terminated  as to any  Investment  Company,  to  each  such  Investment  Company
terminated  thereby and to the Securities and Exchange  Commission,  Washington,
D.C., in all cases not less than sixty (60) days prior to the effective  date of
termination specified in such notice.

     The  Insured  may  terminate  this  Bond  only  by  written  notice  to the
Underwriter  not less than sixty (60) days  prior to the  effective  date of the
termination  specified in such notice.  Notwithstanding the foregoing,  when the
Insured terminates this Bond as to any Investment Company, the effective date of
termination shall be not less than sixty (60) days from the date the Underwriter
provides  written  notice of the  termination  to each such  Investment  Company
terminated  thereby and to the Securities and Exchange  Commission,  Washington,
D.C.

     This Bond will  terminate as to any Insured that is a Non-Fund  immediately
and without notice upon (1) the takeover of such Insured's business by any State
or Federal  official or agency,  or by any  receiver or  liquidator,  or (2) the
filing of a petition under any State or Federal  statute  relative to bankruptcy
or reorganization of the Insured,  or assignment for the benefit of creditors of
the Insured.

     Premiums  are  earned  until  the  effective  date  of   termination.   The
Underwriter  shall  refund  the  unearned  premium  computed  at short  rates in
accordance with the  Underwriter's  standard short rate  cancellation  tables if
this Bond is terminated by the Insured or pro rata if this Bond is terminated by
the Underwriter.

     Upon the  detection  by any Insured  that an  Employee  has  committed  any
Dishonest or Fraudulent  Act(s) or Theft, the Insured shall  immediately  remove
such Employee from a position that may enable such Employee to cause the Insured
to suffer a loss by any subsequent  Dishonest or Fraudulent Act(s) or Theft. The
Insured,  within  two (2)  business  days of such  detection,  shall  notify the
Underwriter  with full and complete  particulars  of the  detected  Dishonest or
Fraudulent Act(s) or Theft.

     For purposes of this section,  detection occurs when any partner,  officer,
or  supervisory  employee  of any  Insured,  who is not in  collusion  with such
Employee,  becomes  aware that the  Employee  has  committed  any  Dishonest  or
Fraudulent Act(s) or Theft.

     This Bond shall  terminate  as to any  Employee by written  notice from the
Underwriter  to each Insured and, if such  Employee is an Employee of an Insured
Investment Company, to the Securities and Exchange Commission,  in all cases not
less than sixty (60) days prior to the effective date of  termination  specified
in such notice.

SECTION 14.  RIGHTS AFTER TERMINATION

     At any time prior to the effective  date of  termination of this Bond as to
any Insured,  such Insured may, by written notice to the  Underwriter,  elect to
purchase the right under this Bond to an additional period of twelve (12) months
within which to discover  loss  sustained by such Insured prior to the effective
date of such  termination  and shall pay an additional  premium  therefor as the
Underwriter may require.

     Such additional  discovery  period shall terminate  immediately and without
notice  upon the  takeover  of such  Insured's  business by any State or Federal
official  or agency,  or by any  receiver  or  liquidator.  Promptly  after such
termination the Underwriter shall refund to the Insured any unearned premium.

     The right to purchase such additional discovery period may not be exercised
by any State or Federal  official or agency,  or by any receiver or  liquidator,
acting or appointed to take over the Insured's business.

SECTION 15.  CENTRAL HANDLING OF SECURITIES

     The Underwriter shall not be liable for loss in connection with the central
handling of  securities  within the systems  established  and  maintained by any
Depository  ("Systems"),  unless  the  amount of such loss  exceeds  the  amount
recoverable or recovered under any bond or policy or participants' fund insuring
the Depository against such loss (the "Depository's Recovery"); in such case the
Underwriter  shall be  liable  hereunder  only for the  Insured's  share of such
excess loss, subject to the applicable Limit of Liability, the Deductible Amount
and the other terms of this Bond.

     For  determining  the Insured's  share of such excess loss, (1) the Insured
shall be deemed to have an interest in any certificate representing any security
included  within the Systems  equivalent to the interest the Insured then has in
all certificates representing the same security included within the Systems; (2)
the Depository  shall have reasonably and fairly  apportioned  the  Depository's
Recovery among all those having an interest as recorded by  appropriate  entries
in the books and records of the Depository in Property involved in such loss, so
that each such interest  shall share in the  Depository's  Recovery in the ratio
that the  value of each  such  interest  bears  to the  total  value of all such
interests;  and (3) the Insured's  share of such excess loss shall be the amount
of the  Insured's  interest  in such  Property  in  excess of the  amount(s)  so
apportioned to the Insured by the Depository.

     This Bond does not afford  coverage in favor of any  Depository or Exchange
or any nominee in whose name is  registered  any  security  included  within the
Systems.

SECTION 16.  ADDITIONAL COMPANIES INCLUDED AS INSURED

     If more than one entity is named as the Insured:

     A. the total  liability of the  Underwriter  hereunder for each Single Loss
shall not exceed the Limit of Liability  which would be applicable if there were
only one named  Insured,  regardless  of the  number of Insured  entities  which
sustain loss as a result of such Single Loss,

     B. the Insured  first named in Item 1 of the  Declarations  shall be deemed
authorized to make,  adjust, and settle, and receive and enforce payment of, all
claims  hereunder as the agent of each other  Insured for such  purposes and for
the  giving  or  receiving  of any  notice  required  or  permitted  to be given
hereunder;  provided,  that the  Underwriter  shall promptly  furnish each named
Insured  Investment  Company  with (1) a copy of this  Bond  and any  amendments
thereto,  (2) a copy of each  formal  filing of a claim  hereunder  by any other
Insured,  and (3) notification of the terms of the settlement of each such claim
prior to the execution of such settlement,

     C. the  Underwriter  shall not be responsible or have any liability for the
proper  application by the Insured first named in Item 1 of the  Declarations of
any payment made hereunder to the first named Insured,

     D. for the purposes of Sections 4 and 13, knowledge  possessed or discovery
made by any  partner,  officer or  supervisory  Employee  of any  Insured  shall
constitute knowledge or discovery by every named Insured,

     E. if the first  named  Insured  ceases for any reason to be covered  under
this Bond,  then the Insured next named shall  thereafter  be  considered as the
first named Insured for the purposes of this Bond, and

     F. each named  Insured shall  constitute  "the Insured" for all purposes of
this Bond.

SECTION 17.  NOTICE AND CHANGE OF CONTROL

     Within  thirty  (30) days  after  learning  that there has been a change in
control of an Insured by  transfer  of its  outstanding  voting  securities  the
Insured shall give written notice to the Underwriter of:

     A. the  names  of the  transferors  and  transferees  (or the  names of the
beneficial owners if the voting securities are registered in another name), and

     B. the total number of voting  securities  owned by the transferors and the
transferees (or the beneficial  owners),  both immediately  before and after the
transfer, and

     C. the total number of outstanding voting securities.

     As  used  in  this  Section,  "control"  means  the  power  to  exercise  a
controlling influence over the management or policies of the Insured.

SECTION 18.  CHANGE OR MODIFICATION

     This Bond may only be modified by written  Rider forming a part hereof over
the signature of the Underwriter's  authorized  representative.  Any Rider which
modifies the coverage  provided by Insuring  Agreement A, Fidelity,  in a manner
which adversely  affects the rights of an Insured  Investment  Company shall not
become  effective until at least sixty (60) days after the Underwriter has given
written notice thereof to the  Securities and Exchange  Commission,  Washington,
D.C., and to each Insured Investment Company affected thereby.

     IN WITNESS WHEREOF,  the Underwriter has caused this Bond to be executed on
the Declarations Page.




                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 1


- --------------------------------------------------------------------------
INSURED                                                      BOND NUMBER

OppenheimerFunds, Inc.                                       87106106B
- ---------------------------------------------------------------------------
EFFECTIVE DATE        BOND PERIOD                 AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

=============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that Item 1 of the  Declarations,  Name of Insured,  shall
include the following:

         Centennial Asset Management Corporation
         OFI Institutional Asset Management, Inc.
         Oppenheimer Acquisition Corporation
         Oppenheimer Real Asset Management, Inc.
         OppenheimerFunds Distributor, Inc.
         OppenheimerFunds Legacy Program
         OppenheimerFunds Services, a division of OppenheimerFunds, Inc.
         Shareholder Financial Services, Inc.
         Shareholder Services, Inc.
         Tremont Partners, Inc.
         OppenheimerFunds, Inc. Capital Accumulation Plan
         OppenheimerFunds, Inc. Retirement Plan
         OppenheimerFunds, Inc. Deferred Compensation Plan
         Bond Fund Series, a series fund consisting of:
        o        Oppenheimer Convertible Securities Fund
         Centennial California Tax Exempt Trust
         Centennial Government Trust
         Centennial Money Market Trust
         Centennial New York Tax-Exempt Trust
         Centennial Tax Exempt Trust
         OFI Tremont Core Strategies Hedge Fund
         OFI Tremont Market Neutral Hedge Fund
         Oppenheimer AMT-Free Municipals
         Oppenheimer AMT-Free New York Municipals
         Oppenheimer Balanced Fund
         Oppenheimer Baring China Fund
         Oppenheimer Baring Japan Fund
         Oppenheimer California Municipal Fund
         Oppenheimer Capital Appreciation Fund
         Oppenheimer Capital Income Fund
         Oppenheimer Cash Reserves
         Oppenheimer Champion Income Fund
         Oppenheimer Developing Markets Fund
         Oppenheimer Discovery Fund
         Oppenheimer Dividend Growth Fund
         Oppenheimer Emerging Growth Fund
         Oppenheimer Emerging Technologies Fund
         Oppenheimer Enterprise Fund
         Oppenheimer Equity Fund, Inc.
         Oppenheimer Global Fund
         Oppenheimer Global Opportunities Fund
         Oppenheimer Gold & Special Minerals Fund
         Oppenheimer Growth Fund
         Oppenheimer High Yield Fund
         Oppenheimer Integrity Funds, a series fund consisting of:
        o        Oppenheimer Core Bond Fund
         Oppenheimer International Bond Fund
         Oppenheimer International Diversified Fund
         Oppenheimer International Growth Fund
         Oppenheimer International Large-Cap Core Trust, a series fund consisting of:
        o        Oppenheimer International Large-Cap Core Fund
         Oppenheimer International Small Company Fund
         Oppenheimer International Value Trust, a series fund consisting of:
        o        Oppenheimer International Value Fund
         Oppenheimer Limited Term California Municipal Fund
         Oppenheimer Limited-Term Government Fund
         Oppenheimer Main Street Funds, Inc.(R), a series fund consisting of:
        o        Oppenheimer Main Street Fund(R)
         Oppenheimer Main Street Opportunity Fund(R)
         Oppenheimer Main Street Small Cap Fund(R)
         Oppenheimer MidCap Fund
         Oppenheimer Money Market Fund, Inc.
         Oppenheimer Multi-State Municipal Trust, a series fund consisting of:
        o        Oppenheimer New Jersey Municipal Fund
        o        Oppenheimer Pennsylvania Municipal Fund
        o        Oppenheimer Rochester National Municipals
         Oppenheimer Municipal Fund, a series fund consisting of:
        o        Oppenheimer Limited Term Municipal Fund
         Oppenheimer Portfolio Series, a series fund consisting of:
        o        Active Allocation Fund
        o        Aggressive Investor Fund
        o        Conservative Investor Fund
        o        Moderate Investor Fund
         Oppenheimer Principal Protected Trust II, a series fund consisting of:
        o        Oppenheimer Principal Protected Main Street Fund II
         Oppenheimer Principal Protected Trust III, a series fund consisting of:
        o        Oppenheimer Principal Protected Main Street Fund III
         Oppenheimer Principal Protected Trust, a series fund consisting of:
        o        Oppenheimer Principal Protected Main Street Fund
         Oppenheimer Quest Capital Value Fund, Inc.
         Oppenheimer Quest for Value Funds, a series consisting of:
        o        Oppenheimer Quest Balanced Fund
        o        Oppenheimer Quest Opportunity Value Fund
        o        Oppenheimer Small- & Mid- Cap Value Fund
         Oppenheimer Quest International Value Fund, Inc.
         Oppenheimer Quest Value Fund, Inc.
         Oppenheimer Real Asset Fund
         Oppenheimer Real Estate Fund
         Oppenheimer Select Value Fund
         Oppenheimer Senior Floating Rate Fund
         Oppenheimer Series Fund, Inc., a series fund consisting of:
        o        Oppenheimer Disciplined Allocation Fund
        o        Oppenheimer Value Fund
         Oppenheimer Strategic Income Fund
         Oppenheimer Total Return Bond Fund
         Oppenheimer Tremont Market Neutral Fund LLC
         Oppenheimer Tremont Opportunity Fund LLC
         Oppenheimer U.S. Government Trust
         Oppenheimer Variable Account Funds, a series fund consisting of:
        o        Oppenheimer MidCap Fund/ VA
        o        Oppenheimer Balanced Fund/ VA
        o        Oppenheimer Capital Appreciation Fund/ VA
        o        Oppenheimer Core Bond Fund/ VA
        o        Oppenheimer Global Securities Fund/ VA
        o        Oppenheimer High Income Fund/ VA
        o        Oppenheimer Main Street Fund/ VA
        o        Oppenheimer Main Street Small Cap Fund/ VA
        o        Oppenheimer Money Fund/ VA
        o        Oppenheimer Strategic Bond Fund/ VA
        o        Oppenheimer Value Fund/ VA
         Panorama Series Fund, a series fund consisting of:
        o        Government Securities Portfolio
        o        Growth Portfolio
        o        Oppenheimer International Growth Fund/VA
        o        Total Return Portfolio
         Rochester Fund Municipals
         Rochester Portfolio Series, a series fund consisting of:
        o        Limited Term New York Municipal Fund
         Oppenheimer Institutional Money Market Fund
         Oppenheimer Rochester Massachusetts Municipal Fund
         Oppenheimer Rochester Michigan Municipal Fund
         Oppenheimer Rochester Ohio Municipal Fund
         Oppenheimer Rochester Virginia Municipal Fund
         Oppenheimer Absolute Return Fund
         Oppenheimer Life Cycle Funds:
        o        Oppenheimer Transition 2010
        o        Oppenheimer Transition 2015
        o        Oppenheimer Transition 2020
        o        Oppenheimer Transition 2030
         Oppenheimer Rochester Arizona Municipal Fund
         Oppenheimer Rochester Maryland Municipal Fund
         Oppenheimer Rochester Minnesota Municipal Fund
         Oppenheimer Rochester North Carolina Municipal Fund
         Oppenheimer  SMA Core Bond Fund
         Oppenheimer  SMA Global Fund
         Oppenheimer  SMA International Bond Fund



     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.




                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 2


- -----------------------------------------------------------------------------
INSURED                                                          BOND NUMBER

OppenheimerFunds, Inc.                                           87106106B
- ------------------------------------------------------------------------------
EFFECTIVE DATE       BOND PERIOD                     AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood  and agreed that this Bond (other than  Insuring  Agreements C and D)
does  not  cover  loss  resulting  from  or in  connection  with  any  business,
activities, or acts or omissions of (including services rendered by) any Insured
which is not an Insured Fund ("Non-Fund") or any Employee of a Non-Fund,  except
loss,  otherwise  covered  by the  terms  of  this  Bond,  resulting  from or in
connection with

     (1) services  rendered by a Non-Fund to an Insured Fund, or to shareholders
of such Fund in connection  with the  issuance,  transfer or redemption of their
Fund shares; or

     (2) Investment Advisory Services rendered by a Non-Fund to any Fund; or

     (3) distribution,  administrative or transfer agency services rendered by a
Non-Fund to any Fund; or


     (4) in the  case of a  Non-Fund  substantially  all of  whose  business  is
rendering  the  services  described  in (1),  (2),  or (3)  above,  the  general
business, activities or operations of such Non-Fund, excluding (a) the rendering
of  services  (other  than those  described  in (1),  (2),  or (3) above) to any
person, or (b) the sale of goods or property of any kind.

     It is further  understood  and agreed  that with  respect to any  Non-Fund,
Insuring Agreements C and D only cover loss of Property which a Non-Fund uses or
holds, or in which a Non-Fund has an interest,  in each case wholly or partially
in  connection  with the  provision of services as described in (1), (2), or (3)
above.

     As used  herein,  "Investment  Advisory  Services"  means (a)  advice  with
respect to the desirability of investing in, purchasing or selling securities or
other  property,  including  the power to  determine  what  securities  or other
property  shall  be  purchased  or  sold,  but  not  including  furnishing  only
statistical and other factual information (such as economic factors and trends);
and (b) the provision of financial,  economic or investment management services,
but only if ancillary and related to the advice referred to in clause (a) above.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 3


- ----------------------------------------------------------------------------
INSURED                                                        BOND NUMBER

OppenheimerFunds, Inc.                                         87106106B
- ----------------------------------------------------------------------------
EFFECTIVE DATE       BOND PERIOD                     AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood  and agreed that this Bond (other than  Insuring  Agreements C and D)
does  not  cover  loss  resulting  from  or in  connection  with  any  business,
activities,  acts or  omissions  of any  Insured or any  Employee of any Insured
where  such  loss  is  based  upon,  arises  out of or in any way  involves  the
provision of services to any Plan,  EXCEPT loss,  otherwise covered by the terms
of this Bond, resulting from, or in connection with the business of:

     (a) the  provision  of  Investment  Advisory  Services by an Insured to any
In-House Plan; or

     (b) the provision of Administrative  Services by an Insured to any In-House
Plan;

     (c) the provision of Investment Advisory Services by an Insured ("Adviser")
to any Third Party Plan that is a client of the Adviser; or

     (d) the  provision  of  Administrative  Services by an Insured to any Third
Party Plan that is a client of the Insured.

     It is further  understood and agreed that Insuring  Agreements C and D only
cover loss of Property  which an Insured uses or holds,  or in which the Insured
has an interest, in each case in connection with (a), (b), (c) or (d) above.

     It is further  understood  and agreed that  notwithstanding  the foregoing,
this Bond (other than Insuring Agreements C and D) does not cover loss resulting
from or in connection with, and Insuring Agreements C and D do not cover loss of
Property which an Insured uses or holds, or in which it has an interest, in each
case in connection with:

     (1) the  discretionary  voting by or on  behalf  of any Plan of  Designated
Securities  owned or held by such Plan,  unless,  in the case of a vote by or on
behalf of the Plan,  such vote was  pursuant to the  direction  of a majority of
trustees of such Plan who were not then Interested Trustees;

     (2)  custodial  services for the  safekeeping  and custody of securities or
other property;

     (3)  liability  of an Insured  arising  from its status as the  employer of
employees  covered by a Plan  (including  liability  arising from the  Insured's
failure to collect contributions or to pay benefits); or

     (4) in the case of an Insured  acting or  purporting to act as a trustee or
"directed  trustee"  for any Third  Party  Plan,  any  liability  of the Insured
arising from its actual or alleged status as a fiduciary  (within the meaning of
the Employee  Retirement Security Act of 1974, as amended ("ERISA")) to any such
Third  Party Plan or its actual or alleged  violation  of Section  502(a)(3)  of
ERISA,  except that this  subpart  (4) shall not  preclude  indemnification  for
associated  court costs and  attorneys'  fees for which  coverage  is  otherwise
available under General Agreement C of this Bond.

     It is further understood and agreed that for purposes of this rider:

     (1)   "Administrative   Services"  shall  mean   administrative   services,
including, without limitation,  voting securities which are Plan assets, causing
Plan  assets to be  invested  as  directed  in  accordance  with the  Plan,  and
maintaining  records and preparing  reports with respect to Plan  contributions,
participant accounts and investments.

     (2)  "Affiliated  Entity" means any entity  controlling,  controlled by, or
under common control with an Insured.

     (3) "Designated  Securities" means securities  issued by an Insured,  or by
any  Affiliated  Entity,  or by any Fund to which such Insured or any Affiliated
Entity provides any services.

     (4)  "Interested  Trustee"  means any  trustee of a Plan who is also (a) an
officer,  director,  trustee,  partner or employee of, or who owns, controls, or
holds power to vote 5% or more of the outstanding  voting securities of, (i) any
Insured (other than such Plan), or (ii) any Affiliated Entity, or (iii) any Fund
to which such Insured or any Affiliated Entity provides any services,  or (b) an
Insured or an Affiliated Entity.

     (5) "Plan" means any  retirement or employee  benefit  plan,  including any
trust relating thereto.

     (6) "In-House Plan" means any Plan for employees of an Insured,  or for any
Affiliated  Entity,  but always excluding  employee stock ownership plans, stock
bonus plans, and any trusts relating thereto.

     (7) "Third  Party Plan" means any Plan for  employees  of an entity that is
neither an Insured nor an Affiliated Entity.

     It is further  understood  and agreed that with respect to In-House  Plans,
for  purposes  of Rider No. 2 of this bond only,  an  In-House  Plan named as an
Insured under this bond shall not be deemed to be a Non-Fund.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 4


- ---------------------------------------------------------------------------
INSURED                                                         BOND NUMBER

OppenheimerFunds, Inc.                                          87106106B
- ----------------------------------------------------------------------------
EFFECTIVE DATE       BOND PERIOD                     AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood  and agreed that  notwithstanding  anything  to the  contrary in this
Bond,  this Bond shall not cover loss resulting  from or in connection  with the
discretionary voting by any Insured of securities owned or held by any client of
such Insured,  where such securities are issued by (1) such Insured,  or (2) any
entity  controlling,  controlled  by, or under common control with such Insured,
("Affiliated  Entity"),  or (3) any Fund to which such Insured or any Affiliated
Entity provides any services.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.


                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 5


- -----------------------------------------------------------------------------
INSURED                                                        BOND NUMBER

OppenheimerFunds, Inc.                                         87106106B
- ------------------------------------------------------------------------------
EFFECTIVE DATE            BOND PERIOD                AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that  notwithstanding  Section 2.Q of this Bond, this Bond
is amended by adding an additional Insuring Agreement J as follows:

     J.  COMPUTER SECURITY

     Loss (including loss of Property)  resulting  directly from Computer Fraud;
provided,  that the Insured has adopted in writing and  generally  maintains and
follows during the Bond Period all Computer  Security  Procedures.  The isolated
failure of the Insured to maintain  and follow a  particular  Computer  Security
Procedure  in a  particular  instance  will not  preclude  coverage  under  this
Insuring Agreement, subject to the specific exclusions herein and in the Bond.

     1. Definitions.  The following terms used in this Insuring  Agreement shall
have the following meanings:

     a. "Authorized  User" means any person or entity  designated by the Insured
(through  contract,   assignment  of  User  Identification,   or  otherwise)  as
authorized to use a Covered Computer System, or any part thereof.  An individual
who invests in an Insured Fund shall not be considered to be an Authorized  User
solely by virtue of being an investor.

     b.  "Computer  Fraud"  means the  unauthorized  entry of data into,  or the
deletion  or  destruction  of data in, or change of data  elements  or  programs
within, a Covered Computer System which:

     (1) is  committed by any  Unauthorized  Third Party  anywhere,  alone or in
collusion with other Unauthorized Third Parties; and

     (2) is  committed  with the  conscious  manifest  intent  (a) to cause  the
Insured  to  sustain  a  loss,  and  (b) to  obtain  financial  benefit  for the
perpetrator or any other person; and

     (3) causes (x) Property to be  transferred,  paid or  delivered;  or (y) an
account of the Insured,  or of its customer,  to be added,  deleted,  debited or
credited;  or (z)  an  unauthorized  or  fictitious  account  to be  debited  or
credited.

     c.  "Computer  Security  Procedures"  means  procedures  for  prevention of
unauthorized  computer access and use and  administration of computer access and
use as provided in writing to the Underwriter.

     d.  "Covered  Computer  System"  means any Computer  System as to which the
Insured has possession, custody and control.

     e. "Unauthorized  Third Party" means any person or entity that, at the time
of the Computer Fraud, is not an Authorized User.

     f. "User  Identification"  means any unique  user name  (i.e.,  a series of
characters) that is assigned to a person or entity by the Insured.

     2.  Exclusions.  It is further  understood  and agreed  that this  Insuring
Agreement J shall not cover:

     a. Any loss covered under Insuring  Agreement A,  "Fidelity," of this Bond;
and

     b. Any loss resulting directly or indirectly from Theft or misappropriation
of confidential or proprietary information,  material or data (including but not
limited to trade secrets, computer programs or customer information); and

     c. Any loss resulting from the intentional failure to adhere to one or more
Computer Security Procedures; and

     d. Any loss resulting  from a Computer  Fraud  committed by or in collusion
with:

     (1) any Authorized User (whether a natural person or an entity); or

     (2) in the  case  of any  Authorized  User  which  is an  entity,  (a)  any
director,  officer,  partner,  employee or agent of such Authorized User, or (b)
any entity which  controls,  is controlled  by, or is under common  control with
such Authorized User ("Related Entity"), or (c) any director,  officer, partner,
employee or agent of such Related Entity; or

     (3) in the case of any  Authorized  User who is a natural  person,  (a) any
entity for which such Authorized User is a director,  officer, partner, employee
or agent ("Employer Entity"), or (b) any director, officer, partner, employee or
agent of such Employer Entity,  or (c) any entity which controls,  is controlled
by, or is under common  control  with such  Employer  Entity  ("Employer-Related
Entity"),  or (d) any  director,  officer,  partner,  employee  or agent of such
Employer-Related Entity;

     and

     e. Any loss resulting from physical damage to or destruction of any Covered
Computer  System,  or any part  thereof,  or any data,  data  elements  or media
associated therewith; and

     f. Any loss resulting  from Computer  Fraud  committed by means of wireless
access to any Covered  Computer System,  or any part thereof,  or any data, data
elements or media associated therewith; and

     g.  Any  loss  not  directly  and  proximately  caused  by  Computer  Fraud
(including, without limitation, disruption of business and extra expense); and

     h. Payments made to any person(s) who has  threatened to deny or has denied
authorized  access to a Covered  Computer  System or otherwise has threatened to
disrupt the business of the Insured.

     For  purposes  of this  Insuring  Agreement,  "Single  Loss," as defined in
Section  1.X of this  Bond,  shall  also  include  all loss  caused by  Computer
Fraud(s) committed by one person, or in which one person is implicated,  whether
or not that  person is  specifically  identified.  A series of losses  involving
unidentified individuals,  but arising from the same method of operation, may be
deemed by the Underwriter to involve the same individual and in that event shall
be treated as a Single Loss.

     It is further understood and agreed that nothing in this Rider shall affect
the exclusion set forth in Section 2.0 of this Bond.

     Coverage under this Insuring  Agreement shall terminate upon termination of
this Bond. Coverage under this Insuring Agreement may also be terminated without
terminating this Bond as an entirety:

     (a) by written  notice from the  Underwriter  not less than sixty (60) days
prior to the effective date of termination specified in such notice; or

     (b) immediately by written notice from the Insured to the Underwriter.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 6


- ---------------------------------------------------------------------------
INSURED                                                          BOND NUMBER

OppenheimerFunds, Inc.                                           87106106B
- ----------------------------------------------------------------------------
EFFECTIVE DATE                 BOND PERIOD           AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that:


     1. In the event that a loss is covered  under more than one bond  issued to
OppenheimerFunds,  Inc. or any affiliates thereof issued by ICI Mutual Insurance
Company,  the  total  liability  of  ICI  Mutual  Insurance  Company  under  all
implicated  bonds in  combination  shall  not  exceed  the  applicable  Limit of
Liability  of the  largest  of the  implicated  bonds.  In no  event  shall  the
applicable Limits of Liability of each of the implicated bonds be added together
or otherwise  combined to determine the total liability of ICI Mutual  Insurance
Company.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 7


- -----------------------------------------------------------------------------
INSURED                                                      BOND NUMBER

OppenheimerFunds, Inc.                                       87106106B
- -----------------------------------------------------------------------------
EFFECTIVE DATE                BOND PERIOD            AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007  /s/ Frank Vento

==============================================================================

                                                  NASD BOND RIDER

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that with respect to  OppenheimerFunds  Distributor,  Inc.
and  Centennial  Asset  Management  Corporation  only,  this Bond is  amended as
follows:

     1. For  purposes  of  Insuring  Agreement  C ("On  Premises"),  Sections  2
("Exclusions"),  and Section 6 ("Valuation  of Property"),  "Property"  shall be
deemed to include furnishings,  fixtures, supplies, and equipment located within
the office of and owned by the Insured; and

     2. For  purposes  of  Insuring  Agreement  C ("On  Premises"),  "Mysterious
Disappearances" shall be deemed to include "misplacement."

     3. The last sentence of Section 1.I ("Definitions - `Employee") and Section
2.M are deleted; and

     4. The following  statement is added to the Bond: "The Underwriter will use
its best  efforts to promptly  notify the  National  Association  of  Securities
Dealers,  Inc. in the event the Bond is cancelled,  terminated or  substantially
modified.  Failure  to make  such  notification  shall  not  impair or delay the
effectiveness   of   any   such   cancellation,   termination   or   substantial
modification."; and

     5. The first sentence of the second paragraph of Section 13 ("Termination")
is amended to read as  follows:  "The  Insured may  terminate  this Bond only by
written  notice  to  the  Underwriter   prior  to  the  effective  date  of  the
termination, with such effective date specified in the notice;" and

     It is further  understood  and agreed,  the  Underwriter  will use its best
efforts to notify the National Association of Securities Dealers, Inc. within 30
days in the event the Bond is substantially modified, terminated or canceled.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.


                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 8


- ----------------------------------------------------------------------------
INSURED                                                        BOND NUMBER

OppenheimerFunds, Inc.                                         87106106B
- -----------------------------------------------------------------------------
EFFECTIVE DATE             BOND PERIOD               AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /S/ Frank Vento
==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood  and agreed that the  Deductible  Amount for  Insuring  Agreement  E,
Forgery or Alteration,  and Insuring  Agreement F,  Securities,  shall not apply
with respect to loss through Forgery of a signature on the following documents:

     (1) letter requesting redemption of $50,000 or less payable by check to the
shareholder of record and addressed to the address of record; or,

     (2) letter requesting redemption of $50,000 or less by wire transfer to the
record shareholder's bank account of record; or

     (3) written  request to a trustee or custodian for a Designated  Retirement
Account  ("DRA") which holds shares of an Insured  Fund,  where such request (a)
purports  to be from or at the  instruction  of the Owner of such  DRA,  and (b)
directs such trustee or custodian to transfer $50,000 or less from such DRA to a
trustee or custodian for another DRA established for the benefit of such Owner;

     provided,  that the Limit of Liability for a Single Loss as described above
shall be $50,000  and that the  Insured  shall bear 20% of each such loss.  This
Rider shall not apply in the case of any such Single Loss which exceeds $50,000;
in such case the Deductible  Amounts and Limits of Liability set forth in Item 3
of the Declarations shall control.

For purposes of this Rider:

     (A)  "Designated  Retirement  Account" means any retirement plan or account
described or qualified under the Internal Revenue Code of 1986, as amended, or a
subaccount thereof.

     (B) "Owner" means the individual for whose benefit the DRA, or a subaccount
thereof, is established.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                    RIDER NO. 9


- -----------------------------------------------------------------------------
INSURED                                                       BOND NUMBER

OppenheimerFunds, Inc.                                        87106106B
- -----------------------------------------------------------------------------
EFFECTIVE DATE              BOND PERIOD              AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /S/ Frank Vento

===========================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood  and agreed that this Bond does not cover any loss  resulting from or
in connection with the acceptance of any Third Party Check, unless

     (1) such Third Party Check is used to open or increase an account  which is
registered  in the name of one or more of the payees on such Third Party  Check,
and

     (2) reasonable efforts are made by the Insured,  or by the entity receiving
Third Party Checks on behalf of the Insured,  to verify all  endorsements on all
Third Party Checks made  payable in amounts  greater  than  $100,000  (provided,
however, that the isolated failure to make such efforts in a particular instance
will not preclude coverage, subject to the exclusions herein and in the Bond),

     and then only to the extent such loss is otherwise covered under this Bond.

     For purposes of this Rider,  "Third Party Check" means a check made payable
to one or more parties and offered as payment to one or more other parties.

     It is further  understood and agreed that  notwithstanding  anything to the
contrary  above or  elsewhere  in the  Bond,  this  Bond does not cover any loss
resulting  from or in  connection  with the  acceptance  of a Third  Party Check
where:

     (1)  any  payee  on such  Third  Party  Check  reasonably  appears  to be a
corporation or other entity; or

     (2) such  Third  Party  Check is made  payable  in an amount  greater  than
$100,000 and does not include the purported  endorsements  of all payees on such
Third Party Check.

     It is further  understood  and agreed  that this Rider shall not apply with
respect to any  coverage  that may be  available  under  Insuring  Agreement  A,
"Fidelity."

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                   RIDER NO. 10


- -----------------------------------------------------------------------------
INSURED                                                      BOND NUMBER

OppenheimerFunds, Inc.                                       87106106B
- ----------------------------------------------------------------------------
EFFECTIVE DATE                BOND PERIOD           AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that,  notwithstanding anything to the contrary in General
Agreement A of this Bond,  Item 1 of the  Declarations  shall  include any Newly
Created  Investment  Company or portfolio provided that the Insured shall submit
to the  Underwriter  within  fifteen  (15) days  after the end of each  calendar
quarter,  a list of all Newly Created  Investment  Companies or portfolios,  the
estimated annual assets of each Newly Created  Investment  Company or portfolio,
and copies of any prospectuses and statements of additional information relating
to  such  Newly  Created  Investment   Companies  or  portfolios,   unless  said
prospectuses  and  statements of  additional  information  have been  previously
submitted. Following the end of a calendar quarter, any Newly Created Investment
Company or portfolio created within the preceding calendar quarter will continue
to be an  Insured  only if the  Underwriter  is  notified  as set  forth in this
paragraph,  the information required herein is provided to the Underwriter,  and
the  Underwriter  acknowledges  the  addition of such Newly  Created  Investment
Company or portfolio to the Bond by a Rider to this Bond.

     For purposes of this Rider,  Newly Created  Investment Company or portfolio
shall mean any Investment  Company or portfolio for which  registration with the
SEC has been  declared  effective  for a time  period of less than one  calendar
quarter.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                   RIDER NO. 11


- -------------------------------------------------------------------------
INSURED                                                          BOND NUMBER

OppenheimerFunds, Inc.                                           87106106B
- ----------------------------------------------------------------------------
EFFECTIVE DATE           BOND PERIOD                 AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

=============================================================================

     In  consideration  for the  premium  charged  for this  Bond,  it is hereby
understood and agreed that notwithstanding anything to the contrary in this Bond
(including  Insuring  Agreement I), this Bond does not cover any loss  resulting
from any On-Line  Redemption(s)  or On-Line  Purchase(s)  involving an aggregate
amount in excess of $250,000 per shareholder account per day, unless before such
redemption(s) or purchase(s),  in a procedure initiated by the Insured or by the
entity  receiving  the  request  for  such  On-Line   Redemption(s)  or  On-Line
Purchase(s):

     (i) the  Shareholder  of Record  verifies,  by some  method  other  than an
Electronic  Transmission effected by  computer-to-computer  over the Internet or
utilizing  modem or similar  connections,  that each such redemption or purchase
has been  authorized,  and (ii) if such redemption or purchase is to be effected
by wire to or from a particular bank account, a duly authorized  employee of the
bank verifies the account  number to or from which funds are being  transferred,
and  that  the  name on the  account  is the  same as the  name of the  intended
recipient of the proceeds.

     It is further  understood  and agreed  that,  notwithstanding  the Limit of
Liability  set forth herein or any other  provision  of this Bond,  the Limit of
Liability with respect to any Single Loss caused by an On-Line Transaction shall
be Ten Million Dollars  ($10,000,000) and the On-Line Deductible with respect to
Insuring Agreement I is Fifty Thousand Dollars ($50,000).

     It is  further  understood  and  agreed  that  notwithstanding  Section  8,
Non-Reduction  and  Non-Accumulation  of Liability and Total  Liability,  or any
other  provision  of  this  Bond,  the  Aggregate  Limit  of  Liability  of  the
Underwriter under this Bond with respect to any and all loss or losses caused by
On-Line Transactions shall be an aggregate of Ten Million Dollars  ($10,000,000)
for the Bond Period, irrespective of the total amount of such loss or losses.

     For purposes of this Rider,  the  following  terms shall have the following
meanings:

     "On-Line  Purchase"  means any purchase of shares  issued by an  Investment
Company, which purchase is requested by computer-to-computer  transmissions over
the Internet  (including  any connected or  associated  intranet or extranet) or
utilizing modem or similar connections.




     "On-Line Redemption" means any redemption of shares issued by an Investment
Company,  which  redemption is requested by computer-to  computer  transmissions
over the Internet  (including any connected or associated  intranet or extranet)
or utilizing modem or similar connections.

     "On-Line  Transaction" means any Phone/Electronic  Transaction requested by
computer-to-computer transmissions over the Internet (including any connected or
associated intranet or extranet) or utilizing modem or similar connections.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.



                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                   RIDER NO. 12


- ------------------------------------------------------------------------------
INSURED                                                   BOND NUMBER

OppenheimerFunds, Inc.                                    87106106B
- -------------------------------------------------------------------------------
EFFECTIVE DATE      BOND PERIOD                         AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  for the  premium  charged  for this  Bond,  it is hereby
understood  and agreed  that,  with  respect to Insuring  Agreement I only,  the
Deductible  Amount  set forth in Item 3 of the  Declarations  ("Phone/Electronic
Deductible") shall not apply with respect to a Single Loss, otherwise covered by
Insuring Agreement I, caused by:

     (1) a Phone/Electronic  Redemption  requested to be paid or made payable by
check to the Shareholder of Record at the address of record; or

     (2) a Phone/Electronic  Redemption  requested to be paid or made payable by
wire transfer to the Shareholder of Record's bank account of record,

     provided, that the Limit of Liability for a Single Loss as described in (1)
or (2) above  shall be the  lesser of 80% of such loss or  $40,000  and that the
Insured shall bear the  remainder of each such Loss.  This Rider shall not apply
if the application of the  Phone/Electronic  Deductible to the Single Loss would
result  in  coverage  of  greater  than  $40,000  or  more;  in  such  case  the
Phone-initiated  Deductible  and Limit of  Liability  set forth in Item 3 of the
Declarations shall control.

     For  purposes  of  this  Rider,  "Phone/Electronic  Redemption"  means  any
redemption  of shares  issued by an  Investment  Company,  which  redemption  is
requested (a) by voice over the  telephone,  (b) through an automated  telephone
tone or voice response system,  (c) by Telefacsimile,  or (d) transmissions over
the Internet  (including  any connected or  associated  intranet or extranet) or
utilizing modem or similar connections.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.





                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                   RIDER NO. 13


- ------------------------------------------------------------------------------
INSURED                                                         BOND NUMBER

OppenheimerFunds, Inc.                                          87106106B
- ------------------------------------------------------------------------------
EFFECTIVE DATE             BOND PERIOD              AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     In  consideration  of the  premium  charged  for this  Bond,  it is  hereby
understood and agreed that notwithstanding anything to the contrary in this Bond
(including  Insuring  Agreement  H),  this Bond does not cover loss  caused by a
Phone/Electronic Transaction requested:

     o by  wireless  device  transmissions  over  the  Internet  (including  any
connected or associated intranet or extranet),

     except  insofar  as  such  loss  is  covered  under  Insuring  Agreement  A
"Fidelity" of this Bond.

     Except as above  stated,  nothing  herein shall be held to alter,  waive or
extend any of the terms of this Bond.





                                           ICI MUTUAL INSURANCE COMPANY

                                          INVESTMENT COMPANY BLANKET BOND

                                                   RIDER NO. 14


- --------------------------------------------------------------------------
INSURED                                                 BOND NUMBER

OppenheimerFunds, Inc.                                  87106106B
- ---------------------------------------------------------------------------
EFFECTIVE DATE            BOND PERIOD            AUTHORIZED REPRESENTATIVE

October 31, 2006     October 31, 2006 to October 31, 2007     /s/ Frank Vento

==============================================================================

     Most property and casualty insurers, including ICI Mutual Insurance Company
("ICI Mutual"),  are subject to the requirements of the Terrorism Risk Insurance
Act of 2002 (the "Act").  The Act establishes a Federal insurance backstop under
which ICI Mutual and these  other  insurers  will be  partially  reimbursed  for
future "insured losses"  resulting from certified "acts of terrorism."  (Each of
these  bolded  terms  is  defined  by the  Act.)  The Act  also  places  certain
disclosure and other obligations on ICI Mutual and these other insurers.

     Pursuant to the Act,  any future  losses to ICI Mutual  caused by certified
"acts of terrorism" will be partially reimbursed by the United States government
under a formula  established by the Act.  Under this formula,  the United States
government will reimburse ICI Mutual for 90% of ICI Mutual's "insured losses" in
excess of a statutorily established deductible until total insured losses of all
participating  insurers  reach $100 billion.  If total  "insured  losses" of all
property and casualty insurers reach $100 billion during any applicable  period,
the Act provides that the insurers  will not be liable under their  policies for
their portions of such losses that exceed such amount. Amounts otherwise payable
under this bond may be reduced as a result.

     This  bond has no  express  exclusion  for  "acts of  terrorism."  However,
coverage under this bond remains subject to all applicable terms, conditions and
limitations of the bond (including  exclusions)  that are permissible  under the
Act. The portion of the premium that is attributable to any coverage potentially
available under the bond for "acts of terrorism" is one percent (1%).




                                                  Resolutions of
                                              Boards I, II and III of
                                               the Oppenheimer Funds

     The  undersigned  Robert G. Zack,  the duly  elected,  acting and qualified
Secretary of each of the investment  companies identified in Schedules I, II and
III,  attached  hereto  (collectively  the  "Funds"),  hereby  states  that  the
following resolutions were duly and properly adopted by a majority of the Boards
of Trustees, the Boards of Directors, or the Board of Managing General Partners,
as appropriate (collectively the "Board"), of each Fund, including a majority of
its Board,  who are neither  "interested  persons" nor  "affiliated  persons" as
defined in the Investment  Company Act of 1940, at meetings of the Board of each
Fund held at the place and on the date  indicated  in  Schedules  I, II and III;
that said Resolutions remain in full force and effect and have not been modified
as of the date of this Certificate:

     RESOLVED:  That the amount and coverage of the fidelity  bond issued by ICI
Mutual  Insurance  Company in the amount of $120  million  under which each Fund
would be  covered  in case of a joint  loss by more than one  covered  entity at
least for the amounts  indicated  for each Fund,  in the  schedule  ("Allocation
Schedule")  to be  attached  by the  appropriate  officers  of each  Fund to the
Securities  and  Exchange  Commission  filing  required  by rule 17g-1 under the
Investment Company Act of 1940, under the column  "Allocation of Coverage",  the
amount for each Fund to be equal to the minimum  amount of coverage  required by
rule 17g-1, be and hereby are approved; and

     FURTHER RESOLVED:  That the form and amount of said bond applicable to each
Fund, are hereby  determined to be  reasonable,  due  consideration  having been
given to the value of the aggregate assets of each Fund to which covered persons
may have access, the type and terms of the arrangements made for the custody and
safekeeping  of such  assets and the  nature of the  securities  in each  Fund's
portfolio; and

     FURTHER  RESOLVED:  That (i) the premium  (the "Pro Rata  Premium")  in the
amount  indicated  for each  Fund,  under  the  column  "Allocation  of  Premium
11/1/2006 - 10/31/2007" in the Allocation Schedule,  (ii) the reserve premium of
33.87% of the Pro Rata Premium (giving credit to any reserve premium  previously
paid by that Fund), and (iii) the undertaking  secured by a Letter of Credit for
which each Fund's  participation  is equal to 28.10% of the Pro Rata Premium for
that Fund, for each Fund's  participation  in such joint fidelity  insurance and
for its  participation as members of ICI Mutual Insurance Company for the period
October 31, 2006 to October 31, 2007, are approved; and

     FURTHER RESOLVED: That each Fund is hereby authorized to execute the Letter
of Credit referenced in the preceding resolution, on an unsecured basis; and

     FURTHER RESOLVED:  That the Secretary of each Fund is hereby designated and
authorized to execute an agreement with all other joint insureds under the joint
insured  bond,  and to make the filings and give the notices as required by rule
17g-1 under the Investment Company Act of 1940.

Executed in New York, New York
November 22, 2006


                              /s/ Robert G. Zack
                                  Robert G. Zack, Secretary





                                                    Schedule I

                                             Board I Oppenheimer Funds

The Meetings of the Boards of the following funds was held in New York, New York
on October 11, 2006:

                  OFI TREMONT CORE STRATEGIES HEDGE FUND
                  OFI TREMONT MARKET NEUTRAL HEDGE FUND
                  OPPENHEIMER ABSOLUTE RETURN FUND
                  OPPENHEIMER AMT-FREE MUNICIPALS
                  OPPENHEIMER AMT-FREE NEW YORK MUNICIPALS
                  OPPENHEIMER BALANCED FUND
                  OPPENHEIMER BARING CHINA FUND
                  OPPENHEIMER BARING JAPAN FUND
                  OPPENHEIMER CALIFORNIA MUNICIPAL FUND
                  OPPENHEIMER CAPITAL APPRECIATION FUND
                  OPPENHEIMER DEVELOPING MARKETS FUND
                  OPPENHEIMER DISCOVERY FUND
                  OPPENHEIMER DIVIDEND GROWTH FUND
                  OPPENHEIMER EMERGING GROWTH FUND
                  OPPENHEIMER EMERGING TECHNOLOGIES FUND
                  OPPENHEIMER ENTERPRISE FUND
                  OPPENHEIMER GLOBAL FUND
                  OPPENHEIMER GLOBAL OPPORTUNITIES FUND
                  OPPENHEIMER GOLD & SPECIAL MINERALS FUND
                  OPPENHEIMER GROWTH FUND
                  OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND
                  OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND
                  OPPENHEIMER INTERNATIONAL GROWTH FUND
                  OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
                  OPPENHEIMER INTERNATIONAL VALUE TRUST
                  OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
                  OPPENHEIMER MONEY MARKET FUND, INC.
                  OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
                  OPPENHEIMER PORTFOLIO SERIES
                  OPPENHEIMER REAL ESTATE FUND
                  OPPENHEIMER ROCHESTER ARIZONA MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER MARLAND 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 VIRGINA MUNICIPAL FUND
                  OPPENHEIMER SELECT VALUE FUND
                  OPPENHEIMER SERIES FUND, INC.
                  OPPENHEIMER SMA CORE BOND FUND
                  OPPENHEIMER SMA GLOBAL FUND
                  OPPENHEIMER SMA INTERNATIONAL BOND FUND
                  OPPENHEIMER TRANSITION 2010
                  OPPENHEIMER TRANSITION 2015
                  OPPENHEIMER TRANSITION 2020
                  OPPENHEIMER TRANSITION 2030
                  OPPENHEIMER U.S. GOVERNMENT TRUST
                  OPPENHEIMER TREMONT MARKET NEUTRAL FUND LLC
                  OPPENHEIMER TREMONT OPPORTUNITY FUND LLC




                                                    Schedule II

                                            Board II Oppenheimer Funds

     The Meetings of the Boards of the following  funds was held in  Centennial,
Colorado on October 24, 2006:

                  CENTENNIAL CALIFORNIA TAX EXEMPT TRUST
                  CENTENNIAL GOVERNMENT TRUST
                  CENTENNIAL MONEY MARKET TRUST
                  CENTENNIAL NEW YORK TAX EXEMPT TRUST
                  CENTENNIAL TAX EXEMPT TRUST
                  OPPENHEIMER CAPITAL INCOME FUND
                  OPPENHEIMER CASH RESERVES
                  OPPENHEIMER CHAMPION INCOME FUND
                  OPPENHEIMER EQUITY FUND, INC.
                  OPPENHEIMER INTEGRITY FUNDS
                  OPPENHEIMER INTERNATIONAL BOND FUND
                  OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
                  OPPENHEIMER MAIN STREET FUNDS, INC.
                  OPPENHEIMER MAIN STREET OPPORTUNITY FUND
                  OPPENHEIMER MAIN STREET SMALL CAP FUND
                  OPPENHEIMER MUNICIPAL FUND
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST I
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST II
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST III
                  OPPENHEIMER REAL ASSET FUND
                  OPPENHEIMER SENIOR FLOATING RATE FUND
                  OPPENHEIMER STRATEGIC INCOME FUND
                  OPPENHEIMER VARIABLE ACCOUNT FUNDS
                  PANORAMA SERIES FUND, INC.




                                                   Schedule III

                                            Board III Oppenheimer Funds

     The Meetings of the Boards of the following funds was held in New York, New
York on October 3, 2006:

                  BOND FUND SERIES
                  OPPENHEIMER MIDCAP FUND
                  OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  OPPENHEIMER QUEST FOR VALUE FUNDS
                  OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
                  OPPENHEIMER QUEST VALUE FUND, INC.
                  ROCHESTER FUND MUNICIPALS
                  ROCHESTER PORTFOLIO SERIES




                                          OPPENHEIMER FUNDS
                                    PREMIUM ALLOCATION OF FIDELITY INSURANCE
                                            Coverage $120,000,000

                                                                                                                 Allocation
                                                       9/30/06      Minimum                                      of Premium
                                                       Size in      Coverage          Allocation                 11/01/2006-
                                                       Millions    (17G-1 Sched)       of Coverage               10/31/2007
                                                      -----------   ---------------   ---------------            -------------
          Board I
     853  Oppenheimer Absolute Return Fund (1)          0.1              50,000             50,000                  261
     310  Oppenheimer AMT-Free Municipals            1,949.8           1,500,000          1,500,000               7,828
     360  Oppenheimer AMT-Free New York Municipals   1,144.4           1,250,000          1,250,000               6,523
     240  Oppenheimer Balanced Fund                  1,016.5           1,250,000          1,250,000               6,523
     820  Oppenheimer Baring China Fund (1)              0.0              50,000             50,000               261
     830  Oppenheimer Baring Japan Fund (1)              0.0              50,000             50,000               261
     790  Oppenheimer California Municipal Fund      1,706.9           1,500,000          1,500,000             7,828
     320  Oppenheimer Capital Appreciation Fund      7,818.0           2,500,000          2,500,000            13,047
     785  Oppenheimer Developing Markets Fund        8,993.1           2,500,000          2,500,000            13,047
     500  Oppenheimer Discovery Fund                   726.6             900,000            900,000             4,697
     560  Oppenheimer Dividend Growth Fund              50.5             400,000            400,000             2,087
     721  Oppenheimer Emerging Growth Fund             119.1             525,000            525,000             2,740
     765  Oppenheimer Emerging Technologies Fund       135.2             525,000            525,000             2,740
     885  Oppenheimer Enterprise Fund                  233.2             600,000            600,000             3,131
     330  Oppenheimer Global Fund                   15,896.4           2,500,000          2,500,000            13,047
     215  Oppenheimer Global Opportunities Fund      4,505.4           2,500,000          2,500,000            13,047
     410  Oppenheimer Gold & Special
                  Minerals Fund                        838.9           1,000,000          1,000,000             5,219
     270  Oppenheimer Growth Fund                    1,276.6           1,250,000          1,250,000             6,523
     647  Oppenheimer Institutional Money
                   Market Fund (1)                       0.1              50,000             50,000               261
     825  Oppenheimer International Growth Fund      1,585.0           1,500,000          1,500,000             7,828
     815  Oppenheimer International Small
                   Company Fund                      1,802.1           1,500,000          1,500,000             7,828
     200  Oppenheimer Money Market Fund, Inc.        2,278.2           1,700,000          1,700,000             8,872
Oppenheimer Multi-State Municipal Trust (3 series)
     395  Oppenheimer New Jersey Municipal Fund        637.9             900,000            900,000             4,697
     740  Oppenheimer Pennsylvania Municipal Fund    1,088.3           1,250,000          1,250,000             6,523
     795  Oppenheimer Rochester National Municipals  5,892.0           2,500,000          2,500,000            13,047
     582  Oppenheimer Rochester Arizona
                  Municipal Fund (1)                     0.1              50,000             50,000               261
     567  Oppenheimer Rochester Maryland
                  Municipal Fund (1)                     0.1              50,000             50,000               261
     579  Oppenheimer Rochester Massachusetts
                 Municipal Fund                          7.8             175,000            175,000               913
     573  Oppenheimer Rochester Michigan
                 Municipal Fund                         10.6             200,000            200,000             1,044
     585  Oppenheimer Rochester Minnesota
                 Municipal Fund (1)                     0.1              50,000             50,000               261
     655  Oppenheimer Rochester North
                Carolina Municipal Fund (1)             0.1              50,000             50,000               261
     570  Oppenheimer Rochester Ohio
                Municipal Fund                          11.8             200,000            200,000             1,044
     576  Oppenheimer Rochester Virginia
                Municipal Fund                          6.7             150,000            150,000               783
Oppenheimer Series Fund (2 series)
     375  Oppenheimer Value Fund                     2,109.7           1,700,000          1,700,000             8,872
     220  Oppenheimer U.S. Government Trust            913.9           1,000,000          1,000,000             5,219
     482  OFI Tremont Core Strategies Hedge Fund       219.6             600,000            600,000             3,131
     481  OFI Tremont Market Neutral Hedge Fund         87.7             450,000            450,000             2,348
     195  Oppenheimer International Diversified Fund   562.2             900,000            900,000             4,697
Oppenheimer International Value Trust (1 series)
     625  Oppenheimer International Value Fund         134.3             525,000            525,000             2,740
     801  Oppenheimer Limited Term California
                      Municipal Fund                   231.2             600,000            600,000             3,131
Oppenheimer Portfolio Series (4 series)
     550  Active Allocation Fund                     1,343.5           1,250,000          1,250,000             6,523
     555  Aggressive Investor Fund                     241.7             600,000            600,000             3,131
     540  Conservative Investor Fund                   164.3             600,000            600,000             3,131
     545  Moderate Investor Fund                       459.8             750,000            750,000             3,914
     590  Oppenheimer Real Estate Fund                 508.8             900,000            900,000             4,697
     600  Oppenheimer Select Value Fund                159.8             600,000            600,000             3,131
Oppenheimer SMA Series Fund (3 series)
     843  Oppenheimer SMA Core Bond Fund (1)             0.0              50,000             50,000               261
     841  Oppenheimer SMA Global Fund (1)                0.0              50,000             50,000               261
     842  Oppenheimer SMA International Bond Fund (1)    0.0              50,000             50,000               261
     465  Oppenheimer Transition 2010 (1)                0.1              50,000             50,000               261
     471  Oppenheimer Transition 2015 (1)                0.1              50,000             50,000               261
     665  Oppenheimer Transition 2020 (1)                0.1              50,000             50,000               261
     682  Oppenheimer Transition 2030 (1)                0.1              50,000             50,000               261
     371  Oppenheimer Tremont Market Neutral Fund LLC   50.1             400,000            400,000             2,087
     372  Oppenheimer Tremont Opportunity Fund LLC      76.0             450,000            450,000             2,348

          Total Board I Funds                          66,994          42,850,000         42,850,000           223,622
                                                     -----------     ---------------    ---------------     -------------

          Board II

     180  Centennial California Tax Exempt Trust        196.4             600,000            600,000             3,131
     170  Centennial Government Trust                 1,165.4           1,250,000          1,250,000             6,523
     150  Centennial Money Market Trust              23,552.1           2,500,000          2,500,000            13,047
     780  Centennial New York Tax Exempt Trust           60.9             400,000            400,000             2,087
     160  Centennial Tax Exempt Trust                 1,717.6           1,500,000          1,500,000             7,828
     300  Oppenheimer Capital Income Fund             3,094.6           2,100,000          2,100,000            10,959
     760  Oppenheimer Cash Reserves                     974.3           1,000,000          1,000,000             5,219
     190  Oppenheimer Champion Income Fund            1,306.9           1,250,000          1,250,000             6,523
     420  Oppenheimer Equity Fund, Inc.               2,643.4           1,900,000          1,900,000             9,916
     280  Oppenheimer High Yield Fund                 1,428.5           1,250,000          1,250,000             6,523
Oppenheimer Integrity Funds (1 series)
     285  Oppenheimer Core Bond Fund                  1,279.5           1,250,000          1,250,000             6,523
     880  Oppenheimer International Bond Fund         5,407.7           2,500,000          2,500,000            13,047
     855  Oppenheimer Limited-Term Government Fund    1,834.0           1,500,000          1,500,000             7,828
Oppenheimer Main Street Funds, Inc. (1 series)
     700  Oppenheimer Main Street Fund               11,313.2           2,500,000          2,500,000            13,047
     731  Oppenheimer Main Street Opportunity Fund    3,843.8           2,300,000          2,300,000            12,003
     847  Oppenheimer Main Street Small Cap Fund      4,406.9           2,500,000          2,500,000            13,047
Oppenheimer Municipal Fund (1 series)
     860  Oppenheimer Limited Term Municipal Fund     1,920.5           1,500,000          1,500,000             7,828
Oppenheimer Principal Protected Trust (1 series)
     676  Oppenheimer Principal Protected Main
                 Street Fund                            208.1             600,000            600,000             3,131
Oppenheimer Principal Protected Trust II (1 series)
     711  Oppenheimer Principal Protected Main
                 Street Fund II                         170.5             600,000            600,000             3,131
Oppenheimer Principal Protected Trust III (1 series)
     771  Oppenheimer Principal Protected
                 Main Street Fund III                    68.9             400,000            400,000             2,087
Oppenheimer Principal Protected Trust IV (1 series)
     735  Oppenheimer Real Asset Fund                 1,476.6           1,250,000          1,250,000             6,523
     291  Oppenheimer Senior Floating Rate Fund       3,808.0           2,300,000          2,300,000            12,003
     230  Oppenheimer Strategic Income Fund           6,941.6           2,500,000          2,500,000            13,047
Oppenheimer Variable Account Funds (11 series)
     620  Oppenheimer Aggressive Growth Fund/VA       1,113.4           1,250,000          1,250,000             6,523
     670  Oppenheimer Balanced Fund/VA                  537.3             900,000            900,000             4,697
     610  Oppenheimer Capital Appreciation Fund/VA    2,016.0           1,700,000          1,700,000             8,872
     630  Oppenheimer Core Bond Fund/VA                 408.4             750,000            750,000             3,914
     485  Oppenheimer Global Securities Fund/VA       3,473.1           2,100,000          2,100,000            10,959
     640  Oppenheimer High Income Fund/VA               518.1             900,000            900,000             4,697
     650  Oppenheimer Main Street Fund/VA             1,924.0           1,500,000          1,500,000             7,828
     297  Oppenheimer Main Street Small Cap Fund/VA     608.6             900,000            900,000             4,697
     660  Oppenheimer Money Fund/VA                     173.1             600,000            600,000             3,131
     265  Oppenheimer Strategic Bond Fund/VA          1,732.8           1,500,000          1,500,000             7,828
     642  Oppenheimer Value Fund/VA                       2.9             125,000            125,000               652
Panorama Series Fund, Inc. (4 series)
     608  Growth Portfolio                              150.9             600,000            600,000             3,131
     616  Oppenheimer International Growth Fund/VA      281.2             750,000            750,000             3,914
     609  Total Return Portfolio                        242.0             600,000            600,000             3,131
     613  Government Securities Portfolio                16.8             225,000            225,000             1,174

          Total Board II Funds                         92,018          49,850,000         49,850,000           260,153
                                                      -----------     ---------------    ---------------     -------------

          Board III
Bond Fund Series (1 series)
     345  Oppenheimer Convertible Securities Fund       404.1             750,000            750,000             3,914
     745  Oppenheimer MidCap Fund                     1,150.6           1,250,000          1,250,000             6,523
     835  Oppenheimer Quest Capital Value Fund, Inc.    520.9             900,000            900,000             4,697
     254  Oppenheimer Quest International Value
                   Fund, Inc.                           809.4           1,000,000          1,000,000             5,219
Oppenheimer Quest for Value Funds (3 series)
     257  Oppenheimer Quest Balanced Fund             6,460.1           2,500,000          2,500,000            13,047
     236  Oppenheimer Quest Opportunity Value Fund    1,487.2           1,250,000          1,250,000             6,523
     251  Oppenheimer Small- & Mid- Cap
                   Value Fund                         3,249.1           2,100,000          2,100,000            10,959
     225  Oppenheimer Quest Value Fund, Inc.            913.8           1,000,000          1,000,000             5,219
     365  Rochester Fund Municipals                   9,384.4           2,500,000          2,500,000            13,047
Rochester Portfolio Series (1 series)
     355  Limited Term New York Municipal Fund        4,188.7           2,500,000          2,500,000            13,047


          Total Board III Funds                        28,568          15,750,000         15,750,000            82,195
                                                    -----------     ---------------    ---------------     -------------


                                                    -----------     ---------------
            All Funds - Subtotal                    $187,580.4      $ 108,450,000         $108,450,000       $  565,971
                                                    ===========     ===============    ---------------     -------------

           OFI and affiliates                                                               11,550,000           72,272
                                                                                           ---------------     -------------

          Total (Funds, OFI, Affiliates)                                                                         638,242
                                                                                                               =============

          OFS/SSI                                                                                                112,631
                                                                                                               -------------

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

          Grand Total                                                                        $120,000,00         $750,873
                                                                                            ===============     =============

     (1)  Amount to be retained by OFI until the fund is effective


                                      JOINT INSURED AGREEMENT - BLANKET BOND

     Agreement made as of October 31, 2006 (except as otherwise indicated below)
by and among the  investment  companies  listed on  Schedules  A, B and C hereto
(collectively,  the "Funds"), together with certain other insured parties listed
on Schedule D hereto (the  "Managers"),  which are described in part (b) of Rule
17g-1 of the Securities and Exchange Commission under the Investment Company Act
of 1940, as amended,  ("Rule  17g-1") and which,  together  with the Funds,  are
hereinafter collectively referred to as the "Assureds";

     WHEREAS, each of the Assureds is jointly insured against specified fidelity
and other losses under an investment  Company  Blanket Bond currently  issued in
the aggregate  amount of $120.0 million,  by ICI Mutual  Insurance  Company (the
"Bond");

     WHEREAS,  certain of the  Funds,  the  Managers  and other  entities,  were
parties to a Joint  Insured  Agreement by and among them as of October 31, 2005;
and

     WHEREAS,  since  October  31,  2005,  the Bond was  renewed,  the limit was
increased, and the listing of Funds insured by the Bond was changed;

     NOW,  THEREFORE,  in consideration of the mutual covenants set forth below,
the Assureds agree as follows:

     1. Except as stated in paragraph 3 of this  Agreement,  each Fund agrees to
maintain  fidelity  coverage  under  the  Bond in an  amount  (i)  equal to that
required under paragraph (d)(1) of Rule 17g-1, or (ii) for  multi-series  Funds,
the sum of the coverage  assigned to each series that is equal to that  required
under paragraph (d)(1) of Rule 17g-1.  All Assureds agree to maintain  aggregate
coverage for all other losses insured  against under the Bond in the amounts set
forth in the Bond, unless otherwise agreed by the Assureds. The premium cost for
the Bond (the "Bond Premium") will be shared as follows:  (a) the Managers will,
in the  aggregate,  share in the premium cost in an amount equal to the ratio of
the amount of coverage  assigned in the aggregate to the Managers (as determined
from  time to time) to the  total  amount of  coverage  under the Bond,  and the
Managers  shall also pay 15% of the Bond Premium on behalf of its transfer agent
division  and  subsidiaries  named in Schedule D, and (b) each of the Funds will
share in the  balance  of the Bond  Premium  in the  ratio of the  amount of its
respective coverage as so determined from time to time pursuant to the procedure
set forth in paragraphs 2 and 3 hereof.

     2. In the event that any Assured determines that the amount of its coverage
should  be  reduced,  such  reduction  will  be  effected  and a  return  of the
reallocated  premium  made if and to the  extent  that one or more of the  other
participating  Assureds  requires or desires an  increased  amount of  insurance
coverage.

     3. Any Fund may,  pursuant to a resolution  or policy of its Board,  have a
greater  amount of fidelity  insurance  and have other  insurance  coverages  in
additional  amounts  provided by the Bond if the total  coverage  under the Bond
(including  any  increase or  adjustment)  can include  such  insurance  and the
allocation  of premium to such Fund for the  remaining  term of the Bond will be
based on the ratio of its elected coverage to the total amount of coverage under
the Bond.


     4. In the event a loss is  sustained  by two or more of the  Assureds  that
exceeds  the Bond's  limit of  liability,  the amount of such  recovery  will be
prorated in the ratio of the insurance coverage of such Assureds under the Bond,
provided that for fidelity  losses under the Bond, such recovery for a Fund will
be at least  equal to the  amount it would have  received  had it  provided  and
maintained a single insured bond with the minimum coverage required of that Fund
by paragraph (d)(1) of Rule 17g-1.

     5. An investment  company (a "New Fund")  having an  investment  adviser or
subadvisor that is, or is affiliated  with,  OppenheimerFunds,  Inc. ("OFI") and
either having the same Board of Directors,  Board of Trustees, Board of Managing
General  Partners or Board of  Managers as any of the Funds,  may become a named
insured  under the Bond,  provided  that the  Assureds  agree to any increase in
aggregate  coverage under the Bond if necessary,  and provided that the New Fund
causes this Agreement to be signed on its behalf as of the date it agrees to the
terms and  conditions  of this  Agreement;  such New Fund  shall be deemed to be
added to the  appropriate  Schedule,  according to its Board. A party that is an
affiliate,  or an affiliate of an affiliate, of OFI (a "New Manager") may become
a named  insured  under the Bond,  provided  that the New  Manager  causes  this
Agreement  to be signed on its  behalf as of the date it agrees to the terms and
conditions  of this  Agreement;  such New Manager shall be deemed to be added to
Schedule D.

     6. Each of the Assureds  understands and agrees that the obligations of the
Assureds under this  Agreement are not binding upon any  shareholder or Director
of the Assureds  personally,  but bind only the  Assureds  and their  respective
property.  Each of the Assureds  represents that it has notice of the provisions
of the Declarations of Trust of the Assureds that are organized as Massachusetts
business  trusts and the Agreements of Limited  Partnership of the Assureds that
are organized as Delaware limited partnerships, disclaiming shareholder, trustee
and managing general partner liability for acts or obligations of such Assureds.

     7. This Agreement  supersedes the aforesaid  Joint Insured  Agreement dated
October 31, 2005.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date and year above written.



                                                    SCHEDULE A
                                                 ["Board I Funds"]



                  OFI TREMONT CORE STRATEGIES HEDGE FUND
                  OFI TREMONT MARKET NEUTRAL HEDGE FUND
                  OPPENHEIMER ABSOLUTE RETURN FUND
                  OPPENHEIMER AMT-FREE MUNICIPALS
                  OPPENHEIMER AMT-FREE NEW YORK MUNICIPALS
                  OPPENHEIMER BALANCED FUND
                  OPPENHEIMER BARING CHINA FUND
                  OPPENHEIMER BARING JAPAN FUND
                  OPPENHEIMER CALIFORNIA MUNICIPAL FUND
                  OPPENHEIMER CAPITAL APPRECIATION FUND
                  OPPENHEIMER DEVELOPING MARKETS FUND
                  OPPENHEIMER DISCIPLINED ALLOCATION FUND
                  OPPENHEIMER DISCOVERY FUND
                  OPPENHEIMER DIVIDEND GROWTH FUND
                  OPPENHEIMER EMERGING GROWTH FUND
                  OPPENHEIMER EMERGING TECHNOLOGIES FUND
                  OPPENHEIMER ENTERPRISE FUND
                  OPPENHEIMER GLOBAL FUND
                  OPPENHEIMER GLOBAL OPPORTUNITIES FUND
                  OPPENHEIMER GOLD & SPECIAL MINERALS FUND
                  OPPENHEIMER GROWTH FUND
                  OPPENHEIMER INSTITUIONAL MONEY MARKET FUND
                  OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND
                  OPPENHEIMER INTERNATIONAL GROWTH FUND
                  OPPENHEIMER INTERNATIONAL SMALL COMPANY FUND
                  OPPENHEIMER INTERNATIONAL LARGE-CAP CORE TRUST
                  OPPENHEIMER INTERNATIONAL VALUE FUND
                  OPPENHEIMER TRANSITION 2010
                  OPPENHEIMER TRANSITION 2015
                  OPPENHEIMER TRANSITION 2020
                  OPPENHEIMER TRANSITION 2030
                  OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
                  OPPENHEIMER MONEY MARKET FUND, INC.
                  OPPENHEIMER MULTI-STATE MUNICIPAL TRUST
                  OPPENHEIMER PORTFOLIO SERIES
                  OPPENHEIMER REAL ESTATE FUND
                  OPPENHEIMER ROCHESTER ARIZONA MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER MARYLAND MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER MASSACHUSETTS MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER MICHIGAN MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER MINNESOTA MUNCIPAL FUND
                  OPPENHEIMER ROCHESTER NORTH CAROLINA MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER OHIO MUNICIPAL FUND
                  OPPENHEIMER ROCHESTER VIRGINIA MUNICIPAL FUND
                  OPPENHEIMER SELECT VALUE FUND
                  OPPENHEIMER VALUE FUND
                  OPPENHEIMER SMA CORE BOND FUND
                  OPPENHEIMER SMA GLOBAL FUND
                  OPPENHEIMER SMA INTERNATIONAL BOND FUND
                  OPPENHEIMER TOTAL RETURN BOND FUND
                  OPPENHEIMER TREMONT MARKET NEUTRAL FUND LLC
                  OPPENHEIMER TREMONT OPPORTUNITY FUND LLC
                  OPPENHEIMER U.S. GOVERNMENT TRUST


                                 By:  /s/ Robert G. Zack
                                     Robert G. Zack, Secretary



                                                    SCHEDULE B
                                                ["Board II Funds"]


                  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 EQUITY FUND, INC.
                  OPPENHEIMER HIGH YIELD FUND
                  OPPENHEIMER INTEGRITY FUNDS
                  OPPENHEIMER INTERNATIONAL BOND FUND
                  OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
                  OPPENHEIMER MAIN STREET FUNDS, INC.
                  OPPENHEIMER MAIN STREET OPPORTUNITY FUND
                  OPPENHEIMER MAIN STREET SMALL CAP FUND
                  OPPENHEIMER MUNICIPAL FUND
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST II
                  OPPENHEIMER PRINCIPAL PROTECTED TRUST III
                  OPPENHEIMER REAL ASSET FUND
                  OPPENHEIMER SENIOR FLOATING RATE FUND
                  OPPENHEIMER STRATEGIC INCOME FUND
                  OPPENHEIMER VARIABLE ACCOUNT FUNDS
                  PANORAMA SERIES FUND, INC.



                                By:      /s/ Robert G. Zack
                                        Robert G. Zack, Vice President and
                                        Secretary






                                                    SCHEDULE C
                                                ["Board III Funds"]

                  OPPENHEIMER MIDCAP FUND
                  OPPENHEIMER QUEST CAPITAL VALUE FUND, INC.
                  OPPENHEIMER QUEST FOR VALUE FUNDS
                  OPPENHEIMER QUEST INTERNATIONAL VALUE FUND, INC.
                  OPPENHEIMER QUEST VALUE FUND, INC.
                  BOND FUND SERIES
                  ROCHESTER FUND MUNICIPALS
                  ROCHESTER PORTFOLIO SERIES



                                    By:      /s/ Robert G. Zack
                                             Robert G. Zack, Secretary



                                                    SCHEDULE D

                  OPPENHEIMERFUNDS, INC.
                  on behalf of itself and on behalf of:
                  OPPENHEIMERFUNDS SERVICES
                  OPPENHEIMERFUNDS DISTRIBUTOR, INC.
                  OPPENHEIMER ACQUISITION CORP.
                  OPPENHEIMER REAL ASSET MANAGEMENT, INC.
                  OFI INSTITUTIONAL ASSET MANAGEMENT, INC.
                  OPPENHEIMERFUNDS LEGACY PROGRAM
                  CENTENNIAL ASSET MANAGEMENT CORPORATION
                  SHAREHOLDER SERVICES, INC.
                  SHAREHOLDER FINANCIAL SERVICES, INC.
                  OPPENHEIMERFUNDS, INC. CAPITAL ACCUMULATION PLAN
                  OPPENHEIMERFUNDS, INC. RETIREMENT PLAN
                  OPPENHEIMERFUNDS, INC. DEFERRED COMPENSATION PLAN
                  OPPENHEIMERFUNDS (ASIA) LIMITED




                                By:      /s/ Robert G. Zack
                                       Robert G. Zack, Executive Vice President




                           TREMONT PARTNERS, INC.



                                 By:  /s/ James G. McCormick
                                    James G. McCormick, Senior Vice President
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