The novel polymers of the present invention are prepared by reacting a heterocyclic nitrogen compound containing at least one --N(H)-- group in the ring, an aldehyde N-containing polymer adduct (e.g., an ashless nitrogen-containing dispersant or polyolefin-substituted amine) to form an oil soluble Mannich base derivative useful as dispersant, antiwear and antioxidant additive in oleaginous compositions such as lubricating oils and fuels. Preferred heterocyclic nitrogen compounds are azoles such as benzotriazoles and alkyl-substituted benzotriazoles. The polyolefin-substituted amine can comprises the reaction product of a polyamine and halogenated long chain hydrocarbons.