As filed with the Securities and Exchange Commission on July 3,
1997
Registration No. 333-23867
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /X/
PRE-EFFECTIVE AMENDMENT NO. / /
POST-EFFECTIVE AMENDMENT NO.1 /X/
OPPENHEIMER MULTIPLE STRATEGIES FUND
(formerly named "Oppenheimer Asset Allocation Fund")
- -------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center, New York, New York 10048-0203
- -------------------------------------------------------------------
(Address of Principal Executive Offices)
212-323-0200
- -------------------------------------------------------------------
(Registrant's Telephone Number)
Andrew J. Donohue, Esq.
Executive Vice President & General Counsel
OppenheimerFunds, Inc.
Two World Trade Center, New York, New York 10048-0203
(212) 323-0256
- -------------------------------------------------------------------
(Name and Address of Agent for Service)
No filing fee is due because the Registrant has previously registered an
indefinite number of shares under Rule 24f-2; a Rule 24f-2 notice for the year
ended September 30, 1996 was filed on
November 27, 1996.
Pursuant to Rule 429, this Registration Statement relates to
shares previously registered by the Registrant on Form N-1A (Reg. No.
2-86903; 811-3864).
<PAGE>
CONTENTS OF REGISTRATION STATEMENT
This Registration Statement contains the following pages and documents:
Front Cover
Contents Page
Cross-Reference Sheet
Part A
Proxy Statement for Oppenheimer Fund
Prospectus for Oppenheimer Multiple Strategies Fund
and
Proxy Statement for Oppenheimer Strategic Income & Growth Fund
Prospectus for Oppenheimer Multiple Strategies Fund
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
<PAGE>
FORM N-14
OPPENHEIMER MULTIPLE STRATEGIES FUND ("OMSF")
Cross Reference Sheet
Part A of
Form N-14 Proxy Statement and Prospectus of Oppenheimer Fund
Item No. Heading and/or Title of Document
- --------- --------------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization; Comparison
between OMSF and Oppenheimer Fund; Miscellaneous
(b) Approval of the Reorganization - Capitalization
Table
5 (a) Registrant's Prospectus; Comparison Between OMSF and
Oppenheimer Fund
(b) *
(c) *
(d) *
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Oppenheimer Fund; Annual Report of
Oppenheimer Fund; Comparison Between OMSF and
Oppenheimer Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part A of Proxy Statement and Prospectus of
Form N-14 Oppenheimer Strategic Income & Growth Fund
Item No. Heading and/or Title of Document
- --------- ------------------------------------------
1 (a) Cross Reference Sheet
(b) Front Cover Page
(c) *
2 (a) *
(b) Table of Contents
3 (a) Comparative Fee Tables
(b) Synopsis
(c) Principal Risk Factors
4 (a) Synopsis; Approval of the Reorganization; Comparison
between OMSF and Oppenheimer Strategic Income &
Growth
Fund; Miscellaneous
(b) Approval of the Reorganization - Capitalization
Table
5 (a) Registrant's Prospectus; Comparison Between OMSF and
Oppenheimer Income & Growth Fund Fund
(b) *
(c) *
(d) *
<PAGE>
(e) Miscellaneous
(f) Miscellaneous
6 (a) Prospectus of Oppenheimer Income & Growth Fund;
Annual
Report of Oppenheimer Income & Growth Fund;
Comparison
Between OMSF and Oppenheimer Income & Growth Fund
(b) Miscellaneous
(c) *
(d) *
7 (a) Synopsis; Information Concerning the Meeting
(b) *
(c) Synopsis; Information Concerning the Meeting
8 (a) Proxy Statement
(b) *
9 *
Part B of
Form N-14
Item No. Statement of Additional Information Heading
- --------- -------------------------------------------
10 Cover Page
11 Table of Contents
12 (a) Registrant's Statement of Additional Information
(b) *
(c) *
13 (a) Statement of Additional Information about
Oppenheimer
Fund and Oppenheimer Strategic Income & Growth Fund
(b) *
(c) *
14 Registrant's Statement of Additional Information; Statement of
Additional Information about Oppenheimer Fund; Statement of
Additional Information about Oppenheimer Strategic Income & Growth
Fund; Annual Report of Oppenheimer Fund at 6/30/96; Annual Report
of Oppenheimer Strategic Income & Growth Fund at 9/30/96;
Registrant's Annual Report at 9/30/96
Part C of
Form N-14
Item No. Other Information Heading
- --------- -------------------------
15 Indemnification
16 Exhibits
17 Undertakings
- ----------------
* Not Applicable or negative answer.
INCORPORATION BY REFERENCE
The following documents are hereby incorporated by reference in this
Post-Effective Amendment No. 1 to the Registration Statement on Form N-14 of
Oppenheimer Multiple Strategies Fund:
Part A: Proxy Statements for Oppenheimer Fund and Oppenheimer Strategic Income &
Growth Fund, and Prospectus for Oppenheimer Multiple Strategies Fund -
Incorporated herein by reference to Registration Statement on Form N-14 of
Oppenheimer Multiple Strategies Fund dated 4/23/97.
<PAGE>
- Prospectus of Oppenheimer Multiple Strategies Fund dated January 15,
1997, revised March 6, 1997 - Incorporated herein by reference to Registration
Statement on Form N-14 of Oppenheimer
Multiple Strategies Fund dated 4/23/97.
Part B: Form N-14 Statement of Additional Information of Oppenheimer Multiple
Strategies Fund dated April 23, 1997, revised March 6, 1997 - Incorporated
herein by reference to Registration Statement on Form N-14 of Oppenheimer
Multiple Strategies Fund dated 4/23/97.
OPPENHEIMER MULTIPLE STRATEGIES FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
Reference is made to Article VIII of Registrant's Amended and Restated
Declaration of Trust filed herewith.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer or controlling person of
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person, Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
Item 16. Exhibits
(1) Amended and Restated Declaration of Trust dated March 6, 1997:
Previously filed with Registrant's Registration Statement on Form N-14, 4/23/97,
and incorporated herein by reference.
(2) By-Laws, amended as of 8/6/87: Filed with Registrant's 12/31/87 Annual
Report Form N-SAR, refiled with Registrant's Post- Effective Amendment No. 20 on
Form N-1A, 3/2/95, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
C-5
<PAGE>
(3) Not applicable.
(4) (i) Agreement and Plan of Reorganization between Registrant and
Oppenheimer Fund: See Exhibit A to Part A of this Registration Statement.
(ii) Agreement and Plan of Reorganization between
Registrant and Oppenheimer Strategic Income and Growth Fund: See
Exhibit A to Part A of this Registration Statement.
(5) (i) Specimen Class A Share Certificate of Registrant: Filed with
Registrant's Post-Effective Amendment No. 17 on Form N- 1A, 3/1/94, and
incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Filed herewith Registrant's
Post-Effective Amendment No. 24, 8/25/95 on Form N-1A, and incorporated herein
by reference.
(iii) Specimen Class C Share Certificate of Registrant: Filed with
Registrant's Post-Effective Amendment No. 17 on Form N- 1A, 3/1/94, and
incorporated herein by reference.
(6) Investment Advisory Agreement dated 6/27/94: Filed with Registrant's
Post-Effective Amendment No. 20 on Form N-1A, 3/2/95, and incorporated herein by
reference.
(7) (i) General Distributor's Agreement dated 12/10/92: Filed with
Registrant's Post-Effective Amendment No. 15, 4/19/93, refiled with Registrant's
Post-Effective Amendment No. 20 on Form N-1A, 3/2/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(ii) Form of Oppenheimer Funds Distributor, Inc. Dealer Agreement: Filed
with Post-Effective Amendment No. 14 on Form N-1A of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(iii) Form of Oppenheimer Funds Distributor, Inc. Broker Agreement: Filed
with Post-Effective Amendment No. 14 on Form N-1A of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(iv) Form of Oppenheimer Funds Distributor, Inc. Agency Agreement: Filed
with Post-Effective Amendment No.14 on Form N-1A of Oppenheimer Main Street
Funds, Inc. (Reg. No. 33-17850), 9/30/94, and incorporated herein by reference.
(v) Broker Agreement between Oppenheimer Fund Management, Inc. and
Newbridge Securities, Inc. dated 10/1/86: Filed with Post-Effective Amendment
No. 25 of Oppenheimer Growth Fund (Reg. No. 2-45272), 11/1/86, and refiled with
Post-Effective Amendment No. 45 on Form N-1A of Oppenheimer Growth Fund (Reg.
No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(8) Retirement Plan for Non-Interested Trustees or Directors (dated
6/7/90): Filed with Post-Effective Amendment No. 97 on Form
-1-
<PAGE>
N-1A of Oppenheimer Fund (File No. 2-14586), 8/30/90, refiled with
Post-Effective Amendment No. 45 on Form N-1A of Oppenheimer Growth Fund (Reg.
No. 2-45272), 8/22/94, pursuant to Item 102 of Regulation S-T, and incorporated
herein by reference.
(9) Custody Agreement with The Bank of New York dated 11/12/92: Filed with
Registrant's Post-Effective Amendment No. 15 on Form N-1A, 4/19/93, refiled with
Registrant's Post-Effective Amendment No. 20 on Form N-1A, 3/2/95, pursuant to
Item 102 of Regulation S-T, and incorporated herein by reference.
(10) (i) Service Plan and Agreement dated 7/1/94 for Class A Shares
pursuant to Rule 12b-1: Filed with Registrant's Post- Effective Amendment No. 20
on Form N-1A, 3/2/95, and incorporated herein by reference.
(ii) Distribution and Service Plan and Agreement dated 3/6/97 for
Class B Shares pursuant to Rule 12b-1: Previously filed with Registrant's
Registration Statement on Form N-14, 4/23/97, and incorporated herewith by
reference.
(iii) Distribution and Service Plan and Agreement dated 3/6/97 for
Class C Shares pursuant to Rule 12b-1: Previously filed with Registrant's
Registration Statement on Form N-14, 4/23/97, and incorporated herewith by
reference.
(11) Opinion and Consent of Counsel dated 3/2/87: Filed with Registrant's
Post-Effective Amendment No.7 on Form N-1A, 4/24/87, refiled with Registrant's
Post-Effective Amendment No. 20 on Form N-1A, 3/2/95, pursuant to Item 102 of
Regulation S-T, and incorporated herein by reference.
(12) Tax Opinions and Consents Relating to the Reorganization: Filed
herewith.
(13) Not applicable.
(14) (i) Consent of Auditors of Registrant and of Oppenheimer Fund:
Previously filed with Registrant's Registration Statement on Form N-14, 4/23/97,
and incorporated herewith by reference.
(ii) Consent of Auditors of Oppenheimer Strategic Income & Growth
Fund: Previously filed with Registrant's Registration Statement on Form N-14,
4/23/97, and incorporated herewith by reference.
(15) Not applicable.
(16) Powers of Attorney and Certified Board Resolutions: (Bridget A.
Macaskill) filed with Registrant's Post-Effective Amendment No. 26 on Form N-1A,
3/28/96; (all other Trustees) previously filed with Registrant's Post-Effective
Amendment No. 17 on Form N-1A, 2/28/94, and incorporated herein by reference.
(17) (i) Declaration of Registrant under Rule 24f-2: Previously filed with
Registrant's Registration Statement on Form
-2-
<PAGE>
N-14, 4/23/97, and incorporated herewith by reference.
(ii) (a) Financial Data Schedules of Class A, Class B
and Class C shares of Registrant: Previously filed with
Registrant's Registration Statement on Form N-14, 4/23/97, and
incorporated herewith by reference.
(b) Financial Data Schedules of Class A, Class B and Class C
shares of Oppenheimer Fund : Previously filed with Registrant's Registration
Statement on Form N-14, 4/23/97, and
incorporated herewith by reference.
(c) Financial Data Schedules of Class A, Class B and Class C shares of
Oppenheimer Strategic Income & Growth Fund: Previously filed with Registrant's
Registration Statement on Form N-14, 4/23/97, and incorporated herewith by
reference.
Item 17. Undertakings
(1) Not applicable.
(2) Not applicable.
-3-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the Investment
Company Act of 1940, the Registrant certifies that it meets all the requirements
for effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York and State of New York on the 1st day of July, 1997.
OPPENHEIMER MULTIPLE STRATEGIES FUND
By: /s/ Bridget A. Macaskill *
------------------------------------
Bridget A. Macaskill, President
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the July 1, 1997
- -------------- Board of Trustees
Leon Levy
/s/ Bridget A. Macaskill* President, Chief July 1, 1997
- ------------------------ Executive Officer
Bridget A. Macaskill and Trustee
/s/ George Bowen* Treasurer and July 1, 1997
- ----------------- Principal Financial
George Bowen and Accounting
Officer
/s/ Robert G. Galli* Trustee July 1, 1997
- --------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee July 1, 1997
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee July 1, 1997
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee July 1, 1997
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee July 1, 1997
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee July 1, 1997
- -----------------------------
Russell S. Reynolds, Jr.
<PAGE>
/s/ Donald W. Spiro* Trustee July 1, 1997
- --------------------
Donald W. Spiro
/s/ Pauline Trigere* Trustee July 1, 1997
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee July 1, 1997
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
-------------------
Robert G. Zack
<PAGE>
OPPENHEIMER MULTIPLE STRATEGIES FUND
FORM N-14
INDEX TO EXHIBITS
Exhibit
Number Document
16(12) Tax Opinions and Consents Relating to the
Reorganization
merge\240-n14.ptc
<PAGE>
KPMG Peat Marwick LLP
707 Seventeenth Street Telephone 303 296 2323
Suite 2300 Telefax 303 295 8829
Denver, CO 80202
June 20, 1997
Oppenheimer Fund
Two World Trade Center, 34th Floor
New York, New York 10048-0203
Oppenheimer Multiple Strategies Fund
Two World Trade Center, 34th Floor
New York, New York 10048-0203
Ladies & Gentlemen:
You have requested our opinion as to certain U.S. federal income tax
consequences in connection with the Agreement and Plan of Reorganization (the
"Plan") by and between Oppenheimer Multiple Strategies Fund ("Multiple
Strategies") (formerly known as Oppenheimer Asset Allocation Fund) and
Oppenheimer Fund (the "Fund") pursuant to which i) the Fund will transfer
substantially all of its assets to Multiple Strategies solely in exchange for
class A, class B and class C voting shares of Multiple Strategies; ii) Multiple
Strategies will assume certain liabilities of the Fund; iii) the Fund will
distribute to its shareholders the class A, class B and class C voting shares
received from Multiple Strategies; and iv) the Fund will be liquidated.
In connection with the rendering of this opinion we have reviewed i) the
Registration Statement filed by Multiple Strategies; ii) the Proxy Statement for
the Fund; iii) the Prospectus for the Fund; iv) the Plan; and v) the summary of
investments held by Multiple Strategies and the Fund at May 28, 1997. In
addition, we have reviewed and relied upon the representations made by the Fund
and Multiple Strategies in their respective Representation Letters dated June
20, 1997 (collectively, the "Representations").
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 2
FACTS
Multiple Strategies is a diversified, open-end, management investment company
organized on September 30, 1983 as a Massachusetts Business Trust. At the date
of the transaction Multiple Strategies has authorized and issued three classes
of voting shares, class A, class B and class C, which are continuously offered
for sale to the public. Similarly, the Fund is a diversified, open-end,
management investment company reorganized on October 30, 1985 as a Massachusetts
Business Trust. At the date of the transaction the Fund has authorized and
issued three classes of voting shares, class A, class B and class C, which are
continuously offered for sale to the public. Both Multiple Strategies and the
Fund are Regulated Investment Companies ("RIC") within the meaning of Section
851 of the Internal Revenue Code of 1986, as amended (the "Code"), for the
current year and all prior years. It is intended that Multiple Strategies, as
the survivor, will continue to qualify as a RIC for all subsequent years.
The Board of Trustees of the Fund, after careful review of the Fund's investment
objectives, historical performance and other factors, determined that it was
desirable for the Fund ("Target"), to be acquired by Multiple Strategies
("Acquiring") in order to enhance the long-term growth opportunities of the Fund
and realize certain economies of scale.
As set forth in the Plan, Target will transfer substantially all its assets to
Acquiring in exchange for class A, class B and class C voting shares of
Acquiring and the assumption by Acquiring of certain liabilities of Target
incurred in the ordinary course of Target's business. The class A, class B and
class C voting shares of Acquiring received by Target will be immediately
distributed, on a pro-rata basis, to the shareholders of Target in complete
liquidation of Target. It is anticipated that The Plan will be approved by a
vote of the shareholders of Target on June 17, 1997.
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 3
REPRESENTATIONS
The following representations have been made in connection with
the
transaction:
1. Each shareholder of Target who exchanges class A, class B or class C
voting shares pursuant to the Reorganization will receive solely class
A, class B or class C voting shares of
Acquiring in exchange therefor;
2. Target will transfer substantially all of its assets to
Acquiring on the closing date for the Reorganization in
exchange for class A, class B, or class C voting shares
of Acquiring; dispositions of assets by Target during the
year preceding such closing date were made in the ordinary
course of Target's business;
3. The class A, class B and class C voting shares of Acquiring
will be distributed to the shareholders of Target as of
the close of business on the business day immediately
preceding the closing of the Reorganization; Target will be
liquidated pursuant to the Reorganization in an expedient
orderly fashion;
4. It is the Acquiring's intent to invest its assets in equity
securities and debt securities, including U.S. Government
obligations;
5. Other than as may result from redemptions of Target class A, class B and
class C voting shares in the ordinary course of its business, there has
not been a significant change in ownership of Target prior to the
Reorganization;
6. For a period of at least one year following the Reorganization, Acquiring
will maintain and not sell, except for dispositions made in the ordinary
course of business, at least 33% of Target's investments as of the date of
the
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 4
Reorganization;
7. The fair market value of the class A, class B and class C
voting shares of Acquiring received by each shareholder
of Target will be approximately equal to the fair market
value of the class A, class B and class C voting shares of
Target exchanged therefor;
8. There is no plan or intention by the shareholders of Target
who own 5% or more of the class A, class B and class C
voting shares of Target, and to the best of the knowledge
of the management of Target, there is no plan or
intention on the part of the remaining shareholders of Target, to
sell, exchange, or otherwise dispose of a number of class
A, class B or class C voting shares of Acquiring stock
received in the Reorganization that would reduce the
Target shareholders' ownership of Acquiring class A, class B and
class C voting shares to a number of shares having a
value, as of the date of the Reorganization, of less than 50% of
the value of all of the formerly outstanding voting
shares of Target as of the same date;
9. Acquiring will acquire at least 90% of the fair market
value of the net assets and at least 70% of the fair market
value of the gross assets held by Target immediately prior to
the Reorganization. For purposes of this representation,
amounts used by Target to pay its Reorganization
expenses, amounts, if any, paid by Target to shareholders and all
redemptions and distributions (except for distributions
and redemptions occurring in the ordinary course of Target's
business as an open-end investment company) made by
Target immediately preceding the transfer will be included as
assets of Target held immediately prior to the
Reorganization.
10. Acquiring has no plan or intention to reacquire any of its
class A, class B or class C voting shares to be issued
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 5
pursuant to the Reorganization, except that Acquiring, as an open-end
investment company, will redeem any of its class A, class B or class C
voting shares presented to it for the redemption in the ordinary course
of business;
11. Acquiring will assume only Target's liability for the
purchase price of portfolio securities purchased which have not
been settled and for shareholder redemption and dividend
checks outstanding; such liabilities were or will have been
incurred by Target in the ordinary course of its
business. Except for the immediately preceding sentence, Acquiring
will not assume any of Target's liabilities, nor will any
of Target's assets transferred to Acquiring be subject to
any liabilities;
12. Target and Acquiring will each pay their own expenses
incurred in connection with the Reorganization. Acquiring will
not pay cash in lieu of fractional shares, if any;
13. There is no intercorporate indebtedness existing between
Acquiring and Target that was issued, acquired, or will
be settled at a discount;
14. Target and Acquiring are regulated investment companies
within the meaning of Section 851 of the Code. For each fiscal
year of their operations they have met the requirements
of Subchapter M of the Code for qualification and treatment
as regulated investment companies, intend to meet such
requirements with respect to current taxable years, and
will meet the diversification test set forth under
Section 368(a)(2)(F)(i) and (iii) of the Code immediately prior
to the Reorganization.
15. Acquiring does not own, directly or indirectly, nor has it
owned within the past five years, directly or indirectly,
any stock of Target; and
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 6
16. Target is not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of Section 368(a)(3)(A) of the Code.
CONCLUSIONS
Based upon the facts as set forth above and the representations
as set forth above, it is our opinion that:
1. Acquiring's acquisition of substantially all of the assets
of Target, as described above, will qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(C)
of the Code.
2. Acquiring and Target will each be a party to the
reorganization within the meaning of Section 368(b) of
the Code;
3. Target shareholders will recognize no gain or loss on their receipt of
class A, class B or class C voting shares of Acquiring in exchange for
their class A, class B or class C voting shares of Target pursuant to
Section 354(a)(1) of the Code;
4. Target will recognize no gain or loss on its transfer of substantially
all of its assets to Acquiring in exchange solely for class A, class B
and class C voting shares of Acquiring and the assumption by Acquiring
of certain Target liabilities pursuant to Sections 357(a) and 361(a) of
the Code;
5. Acquiring will recognize no gain or loss on its receipt of substantially
all of the assets of Target in exchange solely for class A, class B and
class C voting shares of Acquiring pursuant to Section 1032(a) of the
Code;
6. The basis of class A, class B or class C voting shares of
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 7
Acquiring received by Target shareholders in the reorganization will
equal the basis of the class A, class B or class C voting shares of
Target surrendered in exchange therefor pursuant to Section 358(a)(1) of
the Code;
7. The holding period of the class A, class B or class C
voting shares of Acquiring received by Target shareholders in
the reorganization will include the period that the
shareholders held the class A, class B or class C voting
shares of Target exchanged therefor, provided that the
shareholder held such shares as a capital asset on the
date of the exchange pursuant to Section 1223(1) of the Code;
and
8. Acquiring's basis in the assets of Target received in the
reorganization will equal Target's basis in the assets
immediately before the transfer pursuant to 362(b) of the
Code;
9. Acquiring's holding period in the assets received in the
reorganization will include the period during which
Target held the assets pursuant to Section 1223(2) of the Code;
10. Acquiring will succeed to and take into account the items
of Target described in Section 381(c) of the Code, including
the earnings and profits, or deficit in earnings and
profits, of Target as of the date of the transaction.
Acquiring will take these items into account subject to
the conditions and limitations specified in Sections 381,
382, 383 and 384 of the Code and applicable regulations
thereunder.
Except to the extent specifically provided herein, no opinion is
expressed or implied concerning the U.S. federal income tax
consequences of the Plan. The opinions expressed herein are for
the exclusive benefit of the Fund and Multiple Strategies and
their
<PAGE>
Oppenheimer Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 8
respective shareholders, and may not be relied upon by them for any other
purpose, or used, circulated, quoted or relied upon by any other person or
entity for any purpose without our prior
consent.
We consent to the filing of this letter, or a letter in substantially the same
form, within or as an exhibit to the Registration statement for Multiple
Strategies.
Our opinion is based upon the facts and representations as set forth in this
letter. If any fact or representation is not complete or accurate, it is
imperative that we be informed immediately as to the nature of the omission or
inaccuracy since such omission or inaccuracy may have a material effect on our
conclusions and opinion. In rendering our opinion, we have relied upon the
relevant provisions of the Internal Revenue Code, the regulations thereunder,
and judicial and administrative interpretations thereof, all of which are
subject to change or modification by subsequent legislative, regulatory,
administrative, or judicial decisions. Any such changes could have an effect on
the validity of our opinion. We assume no duty to inform you of any changes in
our opinion hereafter due to any change in law or fact which may subsequently
occur or come to our attention.
The summary of the income tax consequences of the Reorganization as set forth in
the Registration Statement fully and fairly address the material U.S. federal
income tax consequences to Multiple Strategies and the Fund and their respective
shareholders.
Our opinion is effective as of the date hereof.
/s/ KPMG Peat Marwick LLP
- --------------------------
KPMG Peat Marwick LLP
legal/merge/240opin.400
<PAGE>
KPMG Peat Marwick LLP
707 Seventeenth Street Telephone 303 296 2323
Suite 2300 Telefax 303 295 8829
Denver, CO 80202
June 20, 1997
Oppenheimer Strategic Income & Growth Fund
6803 South Tucson Way
Englewood, Colorado 80112-3924
Oppenheimer Multiple Strategies Fund
Two World Trade Center, 34th Floor
New York, New York 10048-0203
Ladies & Gentlemen:
You have requested our opinion as to certain U.S. federal income tax
consequences in connection with the Agreement and Plan of Reorganization (the
"Plan") by and between Oppenheimer Multiple Strategies Fund ("Multiple
Strategies") (formerly known as Oppenheimer Asset Allocation Fund) and
Oppenheimer Strategic Income & Growth Fund ("Strategic Income") pursuant to
which i) Strategic Income will transfer substantially all of its assets to
Multiple Strategies solely in exchange for class A, class B and class C voting
shares of Multiple Strategies; ii) Multiple Strategies will assume certain
liabilities of Strategic Income; iii) Strategic Income will distribute to its
shareholders the class A, class B and class C voting shares received from
Multiple Strategies; and iv) Strategic Income will be liquidated.
In connection with the rendering of this opinion we have reviewed i) the
Registration Statement filed by Oppenheimer Multiple Strategies; ii) the Proxy
Statement for Stategic Income; iii) the Prospectus for Strategic Income; iv) the
Plan; and v) the summary of investments held by Multiple Strategies and
Strategic Income at May 28, 1997. In addition, we have reviewed and relied upon
the representations made by Strategic Income and Multiple Strategies in their
respective Representation Letters dated June 20, 1997 (collectively, the
"Representations").
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 2
FACTS
Multiple Strategies is a diversified, open-end, management investment company
organized on September 30, 1983 as a Massachusetts Business Trust. At the date
of the transaction Multiple Strategies has authorized and issued three classes
of voting shares, class A, class B and class C, which are continuously offered
for sale to the public. Similarly, Strategic Income is a diversified, open-end,
management investment company organized on April 16, 1992 as a Massachusetts
Business Trust.
At
the date of the transaction Strategic Income has authorized and issued three
classes of voting shares, class A, class B and class C, which are continuously
offered for sale to the public. Both Multiple Strategies and Strategic Income
are Regulated Investment Companies ("RIC") within the meaning of Section 851 of
the Internal Revenue Code of 1986, as amended (the "Code"), for the current year
and all prior years. It is intended that Multiple Strategies, as the survivor,
will continue to qualify as a RIC for all subsequent years.
The Board of Trustees of Strategic Income, after careful review of Strategic
Income's investment objectives, historical performance and other factors,
determined that it was desirable for Strategic Income ("Target"), to be acquired
by Multiple Strategies ("Acquiring") in order to enhance the long-term growth
opportunities of Strategic Income and realize certain economies of scale.
As set forth in the Plan, Target will transfer substantially all its assets to
Acquiring in exchange for class A, class B and class C voting shares of
Acquiring and the assumption by Acquiring of certain liabilities of Target
incurred in the ordinary course of Target's business. The shares of Acquiring
received by Target will be immediately distributed, on a pro-rata basis, to the
shareholders of Target in complete liquidation of Target. It is anticipated that
The Plan will be approved by a vote of the shareholders of Target on June 17,
1997.
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 3
REPRESENTATIONS
The following representations have been made in connection with
the
transaction:
1. Each shareholder of Target who exchanges class A, class B or class C
voting shares pursuant to the Reorganization will receive solely class
A, class B or class C voting shares of
Acquiring in exchange therefor;
2. Target will transfer substantially all of its assets to
Acquiring on the closing date for the Reorganization in
exchange for class A, class B, or class C voting shares
of Acquiring; dispositions of assets by Target during the
year preceding such closing date were made in the ordinary
course of Target's business;
3. The class A, class B and class C voting shares of Acquiring
will be distributed to the shareholders of Target as of
the close of business on the business day immediately
preceding the closing of the Reorganization; Target will be
liquidated pursuant to the Reorganization in an expedient
orderly fashion;
4. It is Acquiring's intent to invest its assets in equity
securities and debt securities, including U.S. Government
obligations;
5. Other than as may result from redemptions of Target class A, class B and
class C voting shares in the ordinary course of its business, there has
not been a significant change in ownership of Target prior to the
Reorganization;
6. For a period of at least one year following the
Reorganization, Acquiring will maintain and not sell,
except for dispositions made in the ordinary course of
business, at least 33% of Target's investments as of the
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 4
date of the Reorganization;
7. The fair market value of the class A, class B and class C
voting shares of Acquiring received by each shareholder
of Target will be approximately equal to the fair market
value of the class A, class B and class C voting shares of
Target exchanged therefor;
8. There is no plan or intention by the shareholders of Target
who own 5% or more of the class A, class B and class C
voting shares of Target, and to the best of the knowledge
of the management of Target, there is no plan or
intention on the part of the remaining shareholders of Target, to
sell, exchange, or otherwise dispose of a number of class
A, class B or class C voting shares of Acquiring stock
received in the Reorganization that would reduce the
Target shareholders' ownership of Acquiring class A, class B and
class C voting shares to a number of shares having a
value, as of the date of the Reorganization, of less than 50% of
the value of all of the formerly outstanding voting
shares of Target as of the same date;
9. Acquiring will acquire at least 90% of the fair market value
of the net assets and at least 70% of the fair market
value of the gross assets held by Target immediately prior to
the Reorganization. For purposes of this representation,
amounts used by Target to pay its Reorganization
expenses, amounts, if any, paid by Target to shareholders and all
redemptions and distributions (except for distributions
and redemptions occurring in the ordinary course of Target's
business as an open-end investment company) made by
Target immediately preceding the transfer will be included as
assets of Target held immediately prior to the
Reorganization.
10. Acquiring has no plan or intention to reacquire any of its
class A, class B or class C voting shares to be issued
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 5
pursuant to the Reorganization, except that Acquiring, as an open-end
investment company, will redeem any of its class A, class B or class C
voting shares presented to it for the redemption in the ordinary course
of business;
11. Acquiring will assume only Target's liability for the
purchase price of portfolio securities purchased which have not
been settled and for shareholder redemption and dividend
checks outstanding; such liabilities were or will have been
incurred by Target in the ordinary course of its
business. Except for the immediately preceding sentence, Acquiring
will not assume any of Target's liabilities, nor will any
of Target's assets transferred to Acquiring be subject to
any liabilities;
12. Target and Acquiring will each pay their own expenses
incurred in connection with the Reorganization. Acquiring will
not pay cash in lieu of fractional shares, if any;
13. There is no intercorporate indebtedness existing between
Acquiring and Target that was issued, acquired, or will
be settled at a discount;
14. Target and Acquiring are regulated investment companies
within the meaning of Section 851 of the Code. For each fiscal
year of their operations they have met the requirements
of Subchapter M of the Code for qualification and treatment
as regulated investment companies, intend to meet such
requirements with respect to current taxable years, and
will meet the diversification test set forth under
Section 368(a)(2)(F)(i) and (iii) of the Code immediately prior
to the Reorganization.
15. Acquiring does not own, directly or indirectly, nor has it
owned within the past five years, directly or indirectly,
any stock of Target; and
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 6
16. Target is not under the jurisdiction of a court in a Title 11 or similar
case within the meaning of Section 368(a)(3)(A) of the Code.
CONCLUSIONS
Based upon the facts as set forth above and the representations
as set forth above, it is our opinion that:
1. Acquiring's acquisition of substantially all of the assets
of Target, as described above, will qualify as a tax-free
reorganization within the meaning of Section 368(a)(1)(C)
of the Code.
2. Acquiring and Target will each be a party to the
reorganization within the meaning of Section 368(b) of
the Code;
3. Target shareholders will recognize no gain or loss on their receipt of
class A, class B or class C voting shares of Acquiring in exchange for
their class A, class B or class C voting shares of Target pursuant to
Section 354(a)(1) of the Code;
4. Target will recognize no gain or loss on its transfer of substantially
all of its assets to Acquiring in exchange solely for class A, class B
and class C voting shares of Acquiring and the assumption by Acquiring
of certain Target liabilities pursuant to Sections 357(a) and 361(a) of
the Code;
5. Acquiring will recognize no gain or loss on its receipt of substantially
all of the assets of Target in exchange solely for class A, class B and
class C voting shares of Acquiring pursuant to Section 1032(a) of the
Code;
6. The basis of class A, class B or class C voting shares of
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 7
Acquiring received by Target shareholders in the reorganization will
equal the basis of the Target class A, class B or class C voting shares
of Target surrendered in exchange therefor pursuant to Section 358(a)(1)
of the Code;
7. The holding period of the class A, class B or class C voting
shares of Acquiring received by Target shareholders in
the reorganization will include the period that the
shareholder held the class A, class B or class C voting shares of
Target exchanged therefor, provided that the shareholder
held such shares as a capital asset on the date of the
exchange pursuant to Section 1223(1) of the Code; and
8. Acquiring's basis in the assets of Target received in the
reorganization will equal Target's basis in the assets
immediately before the transfer pursuant to 362(b) of the
Code;
9. Acquiring's holding period in the assets received in the
reorganization will include the period during which
Target held the assets pursuant to Section 1223(2) of the Code;
10. Acquiring will succeed to and take into account the items of
Target described in Section 381(c) of the Code, including
the earnings and profits, or deficit in earnings and
profits, of Target as of the date of the transaction.
Acquiring will take these items into account subject to
the conditions and limitations specified in Sections 381,
382, 383 and 384 of the Code and applicable regulations
thereunder.
Except to the extent specifically provided herein, no opinion is expressed or
implied concerning the U.S. federal income tax consequences of the Plan. The
opinions expressed herein are for the exclusive benefit of Strategic Income and
Multiple Strategies and their respective shareholders, and may not be relied
upon by
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Oppenheimer Strategic Income & Growth Fund
Oppenheimer Multiple Strategies Fund
June 20, 1997
Page 8
them for any other purpose, or used, circulated, quoted or relied upon by any
other person or entity for any purpose without our prior consent. We consent to
the filing of this letter, or a letter in substantially the same form, within or
as an exhibit to the Registration statement for Multiple Strategies and the
prospectus of Strategic Income.
Our opinion is based upon the facts and representations as set forth in this
letter. If any fact or representation is not complete or accurate, it is
imperative that we be informed immediately as to the nature of the omission or
inaccuracy since such omission or inaccuracy may have a material effect on our
conclusions and opinion. In rendering our opinion, we have relied upon the
relevant provisions of the Internal Revenue Code, the regulations thereunder,
and judicial and administrative interpretations thereof, all of which are
subject to change or modification by subsequent legislative, regulatory,
administrative, or judicial decisions. Any such changes could have an effect on
the validity of our opinion. We assume no duty to inform you of any changes in
our opinion hereafter due to any change in law or fact which may subsequently
occur or come to our attention.
The summary of the income tax consequences of the Reorganization as set forth in
the Registration Statement fully and fairly address the material U.S. federal
income tax consequences to Multiple Strategies and Strategic Income and their
respective
shareholders.
Our opinion is effective as of the date hereof.
/s/ KPMG Peat Marwick LLP
- -------------------------
KPMG Peat Marwick LLP
legal/merge/240opin.275
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