As filed with the Securities and Exchange Commission on May 19, 2003
U.S. 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.__ / /
OPPENHEIMER MIDCAP FUND
(Exact Name of Registrant as Specified in Charter)
6803 South Tucson Way, Centennial, Colorado 80112
(Address of Principal Executive Offices)
303-768-3200
(Registrant's Telephone Number)
Robert G. Zack, Esq.
Senior Vice President & General Counsel
OppenheimerFunds, Inc.
498 Seventh Avenue, New York, New York 10018
(212) 323-0250
(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement becomes effective.
(Approximate Date of Proposed Public Offering)
Title of Securities Being Registered: Class A, Class B, Class C, Class N and
Class Y shares of Oppenheimer MidCap Fund.
It is proposed that this filing will become effective on June 19, 2003
pursuant to Rule 488.
No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.
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 Select Managers Gartmore Millennium Growth
Fund II and Prospectus for Oppenheimer MidCap Fund
Exhibit A - Agreement and Plan of Reorganization between Oppenheimer Select
Managers Gartmore Millennium Growth Fund II and Oppenheimer MidCap Fund
Exhibit B - Principal Shareholders
Part B
Statement of Additional Information
Part C
Other Information
Signatures
Exhibits
FORM N-14
OPPENHEIMER MIDCAP FUND
CROSS REFERENCE SHEET
Part A of Form N-14
Item No. Proxy Statement and Prospectus Heading and/or Title of Document
- -------- ---------------------------------------------------------------
1. (a) Cross Reference Sheet.
(b) Front Cover Page.
2. (a) *
(b) Table of Contents.
3. (a) Synopsis.
(b) Comparative Fee Tables.
(c) Principal Risk Factors.
4. (a) Synopsis; Approval or Disapproval of the Reorganization of
Oppenheimer Select Managers Gartmore Millennium Growth Fund II
into Oppenheimer MidCap Fund.
5. (a) Method of Carrying Out the Reorganization; Additional Information.
(b) Approval or Disapproval of the Reorganization - Capitalization Table.
(c) Statement of Additional Information of Oppenheimer MidCap Fund (see
Part B); Annual Report of Oppenheimer MidCap Fund (see Part B);
Semi-Annual Report of Oppenheimer MidCap Fund (see Part B).
6. Synopsis; Comparison Between Oppenheimer Select Managers Gartmore
Millennium Growth Fund II and Oppenheimer MidCap Fund.
7. *
8. (a) *
(b) *
9. *
Part B of Form N-14
Item No. Statement of Additional Information Heading and/or Title of
- -------- ------------------------------------------------------------------
Document
- --------
10. Cover Page.
11. Table of Contents.
12. (a) Statement of Additional Information of Oppenheimer MidCap Fund.
(b) *
13. (a) Statement of Additional Information of Oppenheimer Select
Managers Gartmore Millennium Growth Fund II.
(b) *
14. Audited financial statements for the 12-month period ended
November 30, 2002, and financial statements for the six-month
period ended May 31, 2003, respectively of GMG Fund;
Audited financial statements for the 12-month period ended
October 31, 2002, and financial statements for the six-month
period ended April 30, 2003, respectively of MidCap Fund.
Part C of Form N-14
Item No. Other Information Heading
- -------- -------------------------
15. Indemnification.
16. Exhibits.
17. Undertakings.
- ---------------
* Not Applicable or negative answer
Dina C. Lee
Assistant Vice President and
Assistant Counsel
May 19, 2003
SEC Filer Support
Mail Stop 0-7; Securities Operations Center
6432 General Green Way
Alexandria, VA 22312
Re: Registration Statement on Form N-14 for Oppenheimer MidCap Fund
Proxy Materials for Oppenheimer Select Managers Gartmore
Millennium Growth Fund II
To the Securities and Exchange Commission:
Enclosed for filing with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "1933 Act"), is a Registration
Statement on Form N-14 (the "Registration Statement") of Oppenheimer MidCap
Fund (the "Registrant"), an open-end investment company. The Registration
Statement includes the prospectus of the Registrant and the proxy statement
of Oppenheimer Select Managers Gartmore Millennium Growth Fund II, also an
open-end investment company. The Registrant and Oppenheimer Select Managers
Gartmore Millennium Growth Fund II have the same investment adviser
(OppenheimerFunds, Inc.).
As stated on the facing sheet of the Registration Statement, it is
expected that the Registration Statement will become effective on June 19,
2003. The solicitation of Oppenheimer Select Managers Gartmore Millennium
Growth Fund II shareholders is expected to commence promptly thereafter.
In accordance with the general instructions to Form N-14, the
preliminary proxy material which forms a part of the Registration Statement
is deemed to be filed pursuant to the Securities Exchange Act of 1934, as
amended. No filing fee is due because the Registrant previously filed a
declaration to register an indefinite number of shares pursuant to Rule 24f-2
under the Investment Company Act of 1940, as amended. Note that in
accordance with the instructions to Item 14(a)2 of Form N-14, pro forma
financials for the Registrant reflecting the effect of the proposed
reorganization are not included because the net asset value of Oppenheimer
Select Managers Gartmore Millennium Growth Fund II does not exceed ten (10)
percent of the Registrant's net asset value.
The Agreement and Plan of Reorganization filed herewith as Exhibit A to
the Proxy Statement and Prospectus concerning the reorganization of
Registrant and Oppenheimer Select Managers Gartmore Millennium Growth Fund
II, closely follows the corresponding disclosure in other registration
statements filed on Form N-14 in connection with
the reorganization of several Oppenheimer funds with other Oppenheimer funds,
particularly the Proxy Statement for merger of Oppenheimer Select Managers QM
Active Balanced Fund to Oppenheimer Multiple Strategies Fund, filed with the
SEC on May 19, 2003.
Also filed herewith are the following documents: (1) Part B to the
Prospectus and Proxy Statement, which includes: (a) audited financial
statements for the 12-month period ended November 30, 2002 of GMG Fund; (b)
audited financial statements for the 12-month period ended October 31, 2002
of MidCap Fund; (c) the Prospectus of GMG Fund dated March 28, 2003, as well
as the May 7, 2003 supplement to the Prospectus; (d) the Statement of
Additional Information of GMG Fund dated March 28, 2003; and (e) the
Statement of Additional Information of MidCap Fund dated December 23, 2002,
as well as the February 11, 2003 supplement to the Statement of Additional
Information; (2) the Prospectus of MidCap Fund dated December 23, 2002; (3)
Part C to the Prospectus and Proxy Statement; (4) Proxy Card; (5) Shareholder
Letter; (6) Telephone Voting Instructions; and (7) Powers of Attorney.
If there are any questions concerning this filing, please contact the
undersigned. It would be most helpful if the ballot could be reviewed first,
to allow for this document to be printed and coded for each shareholder
account prior to mailing.
Thank you for your assistance.
Sincerely,
/s/ Dina C. Lee
Dina C. Lee
Assistant Vice President &
Assistant Counsel
Tel.: (212) 323-5089
Fax: (212) 323-4071
cc: Mayer, Brown, Rowe & Maw
Myer, Swanson, Adams & Wolf, P.C.
Deloitte & Touche LLP
KPMG LLP
OPPENHEIMER SELECT MANAGERS GARTMORE MILLENNIUM GROWTH FUND II
6803 South Tucson Way, Centennial, Colorado 80112
1.800.708.7780
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 29, 2003
To the Shareholders of Oppenheimer Select Managers Gartmore Millennium Growth
Fund II:
Notice is hereby given that a Special Meeting of the Shareholders of
Oppenheimer Select Managers Gartmore Millennium Growth Fund II ("GMG Fund"),
a registered investment management company, will be held at 6803 South Tucson
Way, Centennial, CO 80112 at 1:00 p.m., Mountain time, on August 29, 2003, or
any adjournments thereof (the "Meeting"), for the following purposes:
1. To approve an Agreement and Plan of Reorganization between Oppenheimer
Select Managers Gartmore Millennium Growth Fund II ("GMG Fund") and
Oppenheimer MidCap Fund ("MidCap Fund"), and the transactions contemplated
thereby, including (a) the transfer of all the assets of GMG Fund to MidCap
Fund in exchange for Class A, Class B, Class C, Class N and Class Y shares of
MidCap Fund, (b) the distribution of these shares of MidCap Fund to the
corresponding Class A, Class B, Class C, Class N and Class Y shareholders of
GMG Fund in complete liquidation of GMG Fund and (c) the cancellation of the
outstanding shares of GMG Fund (all of the foregoing being referred to as the
"Proposal").
2. To act upon such other matters as may properly come before the
Meeting.
Shareholders of record at the close of business on June 18, 2003 are entitled
to notice of, and to vote at, the Meeting. The Proposal is more fully
discussed in the Proxy Statement and Prospectus. Please read it carefully
before telling us, through your proxy or in person, how you wish your shares
to be voted. The Board of Trustees of GMG Fund recommends a vote in favor of
the Proposal. WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
July 7, 2003
- --------------------------------------------------------------------------------
Shareholders who do not expect to attend the Meeting are requested to
indicate voting instructions on the enclosed proxy and to date, sign and
return it in the accompanying postage-paid envelope. To avoid unnecessary
duplicate mailings, we ask your cooperation in promptly mailing your proxy no
matter how large or small your holdings may be.
OPPENHEIMER SELECT MANAGERS GARTMORE MILLENNIUM GROWTH FUND II
6803 South Tucson Way, Centennial, Colorado 80112
1.800.708.7780
COMBINED PROSPECTUS AND PROXY STATEMENT
DATED JULY 7, 2003
Acquisition of the Assets of OPPENHEIMER SELECT MANAGERS GARTMORE MILLENNIUM
GROWTH FUND II
By and in exchange for Class A, Class B, Class C, Class N and Class Y shares
of
OPPENHEIMER MIDCAP FUND
This combined Prospectus and Proxy Statement solicits proxies from the
shareholders of Oppenheimer Select Managers Gartmore Millennium Growth Fund
II ("GMG Fund") to be voted at a Special Meeting of Shareholders (the
"Meeting") to approve the Agreement and Plan of Reorganization (the
"Reorganization Agreement") and the transactions contemplated thereby (the
"Reorganization") between GMG Fund and Oppenheimer MidCap Fund ("MidCap
Fund"). This combined Prospectus and Proxy Statement constitutes the
Prospectus of MidCap Fund and the Proxy Statement of GMG Fund filed on Form
N-14 with the Securities and Exchange Commission (the "SEC"). If
shareholders vote to approve the Reorganization Agreement and the
Reorganization, the net assets of GMG Fund will be acquired by and in
exchange for shares of MidCap Fund. The Meeting will be held at the offices
of OppenheimerFunds, Inc. at 6803 South Tucson Way, Centennial, CO 80112 at
1:00 p.m., Mountain time, on August 29, 2003 or any adjournment thereof. The
Board of Trustees of GMG Fund is soliciting these proxies on behalf of GMG
Fund. This Prospectus and Proxy Statement will first be sent to shareholders
on or about July 14, 2003.
If the shareholders vote to approve the Reorganization Agreement, you
will receive Class A shares of MidCap Fund equal in value to the value as of
the Valuation Date (as such term is defined in the Agreement and Plan of
Reorganization attached hereto as Exhibit A) of your Class A shares of GMG
Fund; Class B shares of MidCap Fund equal in value to the value as of the
Valuation Date of your Class B shares of GMG Fund; Class C shares of MidCap
Fund equal in value to the value as of the Valuation Date of your Class C
shares of GMG Fund; Class N shares of MidCap Fund equal in value to the value
as of the Valuation Date of your Class N shares of GMG Fund; and Class Y
shares of MidCap Fund equal in value to the value as of the Valuation Date of
your Class Y shares of GMG Fund. GMG Fund will then be liquidated and
de-registered under the Investment Company Act of 1940 (the "Investment
Company Act").
MidCap Fund's investment objective is to seek capital appreciation.
MidCap Fund invests mainly in equity securities, such as common and preferred
stocks, and securities convertible into common stock. It invests primarily
in equity securities of U.S. companies, but can also buy foreign stocks.
Under normal market conditions, the Fund invests at least 80% of its net
assets (plus borrowings for investment purposes) in equity securities of
growth companies that have a market capitalization of between $2 billion and
$11.5 billion (referred to as "mid-cap" stocks).
This Prospectus and Proxy Statement gives information about Class A,
Class B, Class C, Class N and Class Y shares of MidCap Fund that you should
know before investing. You should retain it for future reference. A
Statement of Additional Information relating to the Reorganization described
in this Prospectus and Proxy Statement, dated July 7, 2003 (the "Proxy
Statement of Additional Information") has been filed with the SEC as part of
the Registration Statement on Form N-14 (the "Registration Statement") and is
incorporated herein by reference. You may receive a copy by written request
to the OppenheimerFunds Services (the "Transfer Agent") or by calling the
toll-free number 1.800.708.7780. The Proxy Statement of Additional
Information includes the following documents: (i) audited financial
statements for the 12-month period ended November 30, 2002, and financial
statements for the six-month period ended May 31, 2003, respectively of GMG
Fund; (ii) audited financial statements for the 12-month period ended October
31, 2002, and financial statements for the six-month period ended April 30,
2003, respectively of MidCap Fund; (iii) the Prospectus of GMG Fund dated
March 28, 2003, as supplemented May 7, 2003 (iv) the Statement of Additional
Information of GMG Fund dated March 28, 2003; and (v) the Statement of
Additional Information of MidCap Fund dated December 23, 2002, as
supplemented February 11, 2003.
The Prospectus of MidCap Fund dated December 23, 2002 is attached to
and considered a part of this Prospectus and Proxy Statement and is intended
to provide you with information about MidCap Fund.
The following documents have been filed with the SEC and are available
without charge upon written request to the Transfer Agent or by calling the
toll-free number shown above: (i) a Prospectus for GMG Fund, dated March 28,
2003, as supplemented May 7, 2003; (ii) a Statement of Additional Information
for GMG Fund, dated March 28, 2003; and (iii) a Statement of Additional
Information for MidCap Fund, dated December 23, 2002, as supplemented
February 11, 2003.
Mutual fund shares are not deposits or obligations of any bank, and are not
insured or guaranteed by the Federal Deposit Insurance Corporation or any
other U.S. government agency. Mutual fund shares involve investment risks
including the possible loss of principal.
This Prospectus and Proxy Statement is dated July 7, 2003.
As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities or passed upon the adequacy of this
Prospectus and Proxy Statement. Any representation to the contrary is a
criminal offense.
TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT
Page
----
Synopsis
What am I being asked to vote on?...........................................6
What are the general tax consequences of the Reorganization?............... 7
Comparisons of Some Important Features..................................... 7
How do the investment objectives and policies of the Funds compare?.........7
Who manages the Funds?..................................................... 7
What are the fees and expenses of each Fund and those expected after the
Reorganization?......................................................... 8
Where can I find more financial information about the Funds?...............12
How have the Funds performed?..............................................13
What are other Key Features of the Funds?..................................15
Investment Management and Fees.......................................15
Transfer Agency and Custody Services................................ 16
Distribution Services................................................17
Purchases, Redemptions, Exchanges and other Shareholder Services.....17
Dividends and Distributions..........................................17
What are the Principal Risks of an Investment in GMG Fund and MidCap Fund?....17
Reasons for the Reorganization
Information about the Reorganization
How will the Reorganization be carried out?................................19
Who will pay the Expenses of the Reorganization?...........................20
What are the Tax Consequences of the Reorganization?.......................20
What should I know about Class A, Class B, Class C, Class N and Class Y
shares of
MidCap Fund?........................................................... 21
What are the capitalizations of the Funds and what might the
capitalizations be after the
Reorganization?........................................................ 21
Comparison of Investment Objectives and Policies
Are there any significant differences between the investment objectives
and strategies of
the Funds?..............................................................22
What are the main risks associated with an investment in the Funds?........23
How do the investment policies of the Funds compare?.......................24
What are the fundamental investment restrictions of the Funds?.............28
How do the Account Features and Shareholder Services for the Funds
Compare?.... 29
Investment Management................................................29
Distribution.........................................................30
Purchases and Redemptions............................................31
Shareholder Services.................................................32
Dividends and Distributions......................................... 32
Voting Information
How many votes are necessary to approve the Reorganization Agreement?......32
How do I ensure my vote is accurately recorded?............................33
Can I revoke my proxy?.....................................................33
What other matters will be voted upon at the Meeting?......................33
Who is entitled to vote?................................................33
What other solicitations will be made?.....................................34
Are there any appraisal rights?............................................34
Information about MidCap Fund.................................................34
Information about GMG Fund....................................................35
Principal Shareholders........................................................35
Exhibit A - Agreement and Plan of Reorganization by and between Oppenheimer
Select Managers Gartmore Millennium Growth Fund II and Oppenheimer MidCap Fund
Exhibit B - Principal Shareholders
Enclosures:
Prospectus of Oppenheimer MidCap Fund dated December 23, 2002.
SYNOPSIS
This is only a summary and is qualified in its entirety by the more
detailed information contained in or incorporated by reference in this
Prospectus and Proxy Statement and by the Reorganization Agreement which is
attached as Exhibit A. Shareholders should carefully review this Prospectus
and Proxy Statement and the Reorganization Agreement in their entirety and,
in particular, the current Prospectus of MidCap Fund which accompanies this
Prospectus and Proxy Statement and is incorporated herein by reference.
What am I being asked to vote on?
Your Fund's investment manager, OppenheimerFunds, Inc. (the "Manager"),
proposed to the Board of Trustees a reorganization of your Fund, GMG Fund,
with and into Oppenheimer MidCap Fund so that shareholders of GMG Fund may
become shareholders of a substantially larger fund advised by the same
investment advisor with generally more favorable long-term performance, and
investment objectives and policies similar to those of their current Fund.
The Board considered the differences in investment focus, discussed below.
The Board also considered the fact that the surviving fund has the potential
for lower overall operating expenses. In addition, the Board considered that
both Funds have Class A, Class B, Class C, Class N and Class Y shares offered
under identical sales charge arrangements. The Board also considered that
the Reorganization is expected to be a tax-free reorganization, and there
would be no sales charge imposed in effecting the Reorganization. In
addition, due to the relatively moderate costs of the reorganization, the
Boards of both Funds concluded that neither Fund would experience dilution as
a result of the Reorganization.
A reorganization of GMG Fund with and into MidCap Fund is recommended
by the Manager based on the fact that both funds have similar investment
practices and industry sector weighting.
At a meeting held on April 28, 2003, the Board of Trustees of GMG Fund
approved a reorganization transaction that will, if approved by shareholders,
result in the transfer of the net assets of GMG Fund to MidCap Fund, in
exchange for an equal value of shares of MidCap Fund. The shares of MidCap
Fund will then be distributed to GMG Fund shareholders and GMG Fund will
subsequently be liquidated. As a result of the Reorganization, you will
cease to be a shareholder of GMG Fund and will become a shareholder of MidCap
Fund. This exchange will occur on the Closing Date (as such term is defined
in the Agreement and Plan of Reorganization attached hereto as Exhibit A) of
the Reorganization.
Approval of the Reorganization means you will receive Class A shares of
MidCap Fund equal in value to the value as of the Valuation Date of your
Class A shares of GMG Fund; Class B shares of MidCap Fund equal in value to
the value as of the Valuation Date of your Class B shares of GMG Fund; Class
C shares of MidCap Fund equal in value to the value as of the Valuation Date
of your Class C shares of GMG Fund; Class N shares of MidCap Fund equal in
value to the value as of the Valuation Date of your Class N shares of GMG
Fund; and Class Y shares of MidCap Fund equal in value as of the Valuation
Date of your Class Y shares of GMG Fund. The shares you receive will be
issued at net asset value without a sales charge or the payment of a
contingent deferred sales charge ("CDSC") although if your shares of GMG Fund
are subject to a CDSC, your MidCap Fund shares will continue to be subject to
the same CDSC applicable to your shares.
For the reasons set forth in the "Reasons for the Reorganization"
section, the Board of GMG Fund has determined that the Reorganization is in
the best interests of the shareholders of GMG Fund.
THE BOARD OF TRUSTEES RECOMMENDS THAT YOU VOTE
TO APPROVE THE AGREEMENT AND PLAN OF REORGANIZATION
What are the general tax consequences of the Reorganization?
It is expected that shareholders of GMG Fund who are U.S. citizens will
not recognize any gain or loss for federal income tax purposes, as a result
of the exchange of their shares for shares of MidCap Fund. You should,
however, consult your tax advisor regarding the effect, if any, of the
Reorganization in light of your individual circumstances. You should also
consult your tax advisor about state and local tax consequences. For further
information about the tax consequences of the Reorganization, please see the
"Information About the Reorganization--What are the Tax Consequences of the
Reorganization?"
Comparisons of Some Important Features
How do the investment objectives and policies of the Funds compare?
GMG Fund and MidCap Fund have similar investment objectives. GMG Fund
seeks long-term capital appreciation and MidCap Fund seeks capital
appreciation.
In seeking their investment objectives, GMG Fund and MidCap Fund
utilize a similar investing strategy. GMG Fund invests primarily in
securities of growth companies that are creating fundamental changes in the
economy and MidCap Fund looks for, among other characteristics, established
growth companies that are well-positioned to take advantage of product or
technology advances in their industry or related growth sector.
Please refer to the Annual Reports of both Funds for a complete listing
of the investments for each Fund.
Who Manages the Funds?
The day-to-day management of the business and affairs of each Fund is
the responsibility of the Manager, however, GMG Fund also utilizes
sub-advisers to manage the investment and reinvestment of the assets. MidCap
Fund is an open-end, diversified management investment company with an
unlimited number of authorized shares of beneficial interest, organized as a
Massachusetts business trust on June 18, 1997. It commenced operations on
December 1, 1997. GMG Fund is an open-end, management investment company
with an unlimited number of authorized shares of beneficial interest,
organized as a Massachusetts business trust on November 10, 2000. It
commenced operations on February 16, 2001. Both Funds are governed by a
Board of Trustees, which is responsible for protecting the interests of
shareholders under Massachusetts law. Both Funds are located at 6803 South
Tucson Way, Centennial, Colorado 80112.
The Manager, located at 498 Seventh Avenue, New York, New York 10018,
acts as investment advisor to both Funds. GMG Fund's assets are managed by a
subadviser.
The portfolio manager for MidCap Fund is Bruce Bartlett. He is a Vice
President of the Fund and a Senior Vice President of the Manager. Mr.
Bartlett has been the Fund's portfolio manager since April 1, 1998.
The portfolio managers for GMG Fund are Aaron Harris and Nicholas
Ford. Both Mr. Harris and Mr. Ford are employed by Gartmore Mutual Fund
Capital Trust, the Fund's Sub-Adviser. Mr. Harris has been the Fund's
portfolio manager since February 16, 2001 and Mr. Ford since October 1,
2001. Prior to joining the Fund's Sub-Adviser, Mr. Harris was a portfolio
manager, managing portions of several portfolios for Nicholas Applegate
Capital Management. Mr. Harris manages funds similar to GMG Fund and other
global technology funds. Mr. Ford joined the Fund's Sub-Adviser in 1998,
serving as an investment manager on the U.S. equity team. Prior to joining
the Fund's Sub-Adviser, Mr. Ford served as the director of U.S. equities at
Clerical Medical Investment Group in London. From 1995 to 1996, Mr. Ford was
a U.S. equities fund manager for Sun Alliance Investment Management.
Additional information about the Funds and the Manager is set forth
below in "Comparison of Investment Objectives and Policies."
What are the Fees and Expenses of each Fund and those expected after the
Reorganization?
GMG Fund and MidCap Fund each pay a variety of expenses directly for
management of their assets, administration, distribution of their shares and
other services. Those expenses are subtracted from each Fund's assets to
calculate the Fund's net asset value per share. Shareholders pay these
expenses indirectly. Shareholders for both Funds pay other expenses
directly, such as sales charges.
The following tables are provided to help you understand and compare
the fees and expenses of investing in shares of GMG Fund with the fees and
expenses of investing in shares of MidCap Fund. The pro forma expenses of
the surviving MidCap Fund show what the fees and expenses are expected to be
after giving effect to the Reorganization. All amounts shown are a
percentage of net assets of each class of shares of the Funds.
PRO FORMA FEE TABLE
For the 12 month period ended 3/31/03
- ------------------------------------------------------------------------------------
Pro Forma
GMG Fund MidCap Fund Surviving MidCap
Class A shares Class A Shares Fund
Class A shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases 5.75% 5.75% 5.75%
(as a
% of offering price)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) None 1 None 1 None1
(as a % of the lower
of the original
offering price or
redemption proceeds)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 1.20% 0.70% 0.70%
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 0.02% 0.22% 0.22%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses5 0.58% 0.69% 0.69%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund Operating
Expenses 1.80% 1.61% 1.61%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Pro Forma
GMG Fund MidCap Fund Surviving MidCap
Class B shares Class B Shares Fund
Class B shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases None None None
(as a % of offering
price)
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 5%2 5%2 5%2
(as a % of the lower
of the original
offering price or
redemption proceeds)
- ------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 1.20% 0.70% 0.70%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 1.00% 1.00% 1.00%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses5 1.44% 0.78% 0.78%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund Operating
Expenses 3.64% 2.48% 2.48%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Pro Forma Surviving
GMG Fund MidCap Fund MidCap Fund
Class C Shares Class C Shares Class C Shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases None None None
(as a % of offering
price)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 1%3 1%3 1%3
(as a % of the lower
of the original
offering price or
redemption proceeds)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 1.20% 0.70% 0.70%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 1.00% 1.00% 1.00%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses5 0.97% 0.76% 0.76%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund Operating
Expenses 3.17% 2.46% 2.46%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Pro Forma
GMG Fund MidCap Fund Surviving MidCap
Class N shares Class N Shares Fund
Class N shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases None None None
(as a % of offering
price)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) 1%4 1%4 1%4
(as a % of the lower
of the original
offering price or
redemption proceeds)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 1.20% 0.70% 0.70%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees 0.50% 0.50% 0.50%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses5 1.26% 0.49% 0.49%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund Operating
Expenses 2.96% 1.69% 1.69%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Pro Forma
GMG Fund MidCap Fund Surviving MidCap
Class Y Shares Class Y Shares Fund
Class Y Shares
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Sales Charge
(Load) on purchases None None None
(as a % of offering
price)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Maximum Deferred
Sales Charge (Load) None None None
(as a % of the lower
of the original
offering price or
redemption proceeds)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Management Fees 1.20% 0.70% 0.70%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Distribution and/or
Service (12b-1) Fees N/A N/A N/A
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Other Expenses5 3.13% 0.19% 0.19%
- ------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------
Total Fund Operating
Expenses 4.33% 0.89% 0.89%
- ------------------------------------------------------------------------------------
Note: Expenses may vary in future years.
1. A contingent deferred sales charge may apply to redemptions of investments
of $1 million or more ($500,000
for retirement plan accounts) of Class A shares. See "How to Buy Shares" in
each Fund's Prospectus.
2. Applies to redemptions within the first year after purchase. The
contingent deferred sales charge declines to 1% in the sixth year and is
eliminated after that.
3. Applies to shares redeemed within 12 months of purchase.
4. Applies to shares redeemed within 18 months of retirement plan's first
purchase of Class N shares.
5. "Other Expenses" include transfer agent fees and custodial, accounting
and legal expenses, and are based on, among other things, the fees the
Funds would have paid if the transfer agent had not waived a portion of
its fee under a voluntary undertaking to the Fund to limit these fees to
0.25% of average daily net assets per fiscal year for Class Y shares and
0.35% of average daily net assets per fiscal year for all other classes.
Examples
The examples below are intended to help you compare the cost of
investing in each Fund and the proposed surviving MidCap Fund. These
examples assume that you invest $10,000 for the time periods indicated, an
annual return for each class of 5%, the operating expenses described above
and reinvestment of your dividends and distributions.
Your actual costs may be higher or lower because expenses will vary
over time. For each $10,000 investment, you would pay the following
projected expenses if you sold your shares after the number of years shown or
held your shares for the number of years shown without redeeming, according
to the following examples.
12 Months Ended 3/31/03
-----------------------
GMG Fund
- --------------------------------------------------------------------------------
If shares are 1 year 3 years 5 years 10 years1
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $747 $1,109 $1,494 $2,569
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $866 $1,414 $2,083 $3,1071
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $420 $977 $1,659 $3,476
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $399 $915 $1,557 $3,280
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $434 $1,312 $2,202 $4,478
- --------------------------------------------------------------------------------
GMG Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years1
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $747 $1,109 $1,494 $2,569
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $366 $1,114 $1,883 $3,1071
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $320 $977 $1,659 $3,476
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $299 $915 $1,557 $3,280
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $434 $1,312 $2,202 $4,478
- --------------------------------------------------------------------------------
MidCap Fund
- --------------------------------------------------------------------------------
If shares are 1 year 3 years 5 years 10 years1
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $729 $1,054 $1,401 $2,376
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $751 $1,073 $1,521 $2,4051
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $349 $767 $1,311 $2,796
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $272 $533 $918 $1,998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $91 $284 $493 $1,096
- --------------------------------------------------------------------------------
MidCap Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years1
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $729 $1,054 $1,401 $2,376
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $251 $773 $1,321 $2,4051
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $249 $767 $1,311 $2,796
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $172 $533 $918 $1,998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $91 $284 $493 $1,096
- --------------------------------------------------------------------------------
Pro Forma Surviving MidCap Fund
- --------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $729 $1,054 $1,401 $2,376
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $751 $1,073 $1,521 $2,4051
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $349 $767 $1,311 $2,796
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $272 $533 $918 $1,998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $91 $284 $493 $1,096
- --------------------------------------------------------------------------------
Pro Forma Surviving MidCap Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years1
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $729 $1,054 $1,401 $2,376
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $251 $773 $1,321 $2,4051
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $249 $767 $1,311 $2,796
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $172 $533 $918 $1,998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $91 $284 $493 $1,096
- --------------------------------------------------------------------------------
In the "If shares are redeemed" example, expenses include the initial sales
charge for Class A and the applicable Class B, Class C or Class N contingent
deferred sales charge. In the "If shares are not redeemed" example, the
Class A expenses include the initial sales charge, but Class B, Class C and
Class N expenses do not include the contingent deferred sales charges. There
is no sales charge on Class Y shares.
1 Class B expenses for years 7 through 10 are based on Class A expenses,
since Class B shares automatically convert to Class A after 6 years.
Where can I find more financial information about the Funds?
Performance information for both MidCap Fund and GMG Fund is set forth
in each Fund's Prospectus under the section "The Fund's Past Performance."
MidCap Fund's Prospectus accompanies this Prospectus and Proxy Statement and
is incorporated by reference.
The financial statements of MidCap Fund and additional information with
respect to its performance during its fiscal year ended October 31, 2002,
including a discussion of factors that materially affected its performance
and relevant market conditions during that fiscal year, is set forth in
MidCap Fund's Annual Report dated as of October 31, 2002, that is included in
the Proxy Statement of Additional Information and incorporated herein by
reference. These documents are available upon request. See section entitled
"Information About MidCap Fund."
The financial statements of GMG Fund and additional information with
respect to the Fund's performance during its fiscal year ended November 30,
2002, including a discussion of factors that materially affected its
performance and relevant market conditions during that fiscal year, is set
forth in GMG Fund's Annual Report dated as of November 30, 2002, that is
included in the Proxy Statement of Additional Information and incorporated
herein by reference. These documents are available upon request. See
section entitled "Information About GMG Fund."
How have the Funds performed?
The following past performance information for each Fund is set forth
below, and for earlier periods, in its respective Prospectus: (i) a bar chart
detailing annual total returns of Class A shares of each Fund as of December
31st for each of the five most recent full calendar years (for GMG Fund,
since that Fund's inception); and (ii) tables detailing how the average
annual total returns of MidCap Fund's Class A, Class B, Class C, Class N and
Class Y shares compare to those of the S&P MidCap 400(R)Index; and how GMG
Fund's Class A, Class B, Class C, Class N and Class Y average annual total
returns compare to those of the Russell MidCap Growth Index. The after-tax
returns are shown for Class A shares only and are calculated using the
historical highest individual federal marginal income tax rates in effect
during the periods shown. The after-tax returns for the other classes of
shares will vary. In certain cases, the figure representing "Return After
Taxes on Distributions and Sale of Fund Shares" may be higher than the other
return figures for the same period. A higher after-tax return results when a
capital loss occurs upon redemption and translates into an assumed tax
deduction that benefits the shareholder. The after-tax returns are
calculated based on certain assumptions mandated by regulation and your
actual after-tax returns may differ from those shown, depending on your
individual tax situation. The after-tax returns set forth below are not
relevant to investors who hold their fund shares through tax-deferred
arrangements such as 401(k) plans or IRAs or to institutional investors not
subject to tax. The Fund's past investment performance both before and after
taxes, is not necessarily an indication of how the Fund will perform in the
future. Past performance is no guarantee of how a fund will perform in the
future.
Calendar year average annual total returns for the Funds for the
periods ended December 31, 2002, are as follows:
[See appendix to prospectus and proxy statement for data in bar chart showing
annual total returns for Oppenheimer Select Managers Gartmore Millennium
Growth Fund II.]
Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns may
be less than those shown.
For the period from 1/1/03 through 3/31/03, the cumulative return for GMG
Fund (not annualized) before taxes for Class A shares was -2.04%. During the
period shown in the bar chart, the highest return for GMG Fund (not
annualized) before taxes for a calendar quarter was 1.51% (4thQtr'02) and the
lowest return (not annualized) before taxes for a calendar quarter was
- -16.71% (2ndQtr'02).
[See appendix to prospectus and proxy statement for data in bar chart showing
annual total returns for Oppenheimer MidCap Fund.]
Sales charges and taxes are not included in the calculations of return in
this bar chart, and if those charges and taxes were included, the returns may
be less than those shown.
For the period from 1/1/03 through 3/31/03, the cumulative return for MidCap
Fund (not annualized) before taxes for Class A shares was -1.89%. During the
period shown in the bar chart, the highest return for Oppenheimer MidCap Fund
(not annualized) before taxes for a calendar quarter was 43.43% (4thQtr'99)
and the lowest return (not annualized) before taxes for a calendar quarter
was -32.06% (4thQtr'00).
Average annual total returns for the Funds for the periods ended December 31,
2002 are as follows:
- ----------------------------------------------------------------------
GMG Fund 1 Year 5 Years
2 Years (or life of
class, if
less)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class A Shares (inception 2/16/01)
Return Before Taxes
Return After Taxes on Distributions -33.51% -30.32%
Return After Taxes on -33.51% -30.32%
Distributions and Sale of Fund
Shares -20.41% -23.42%
- ----------------------------------------------------------------------
Russell MidCap Growth Index (from -27.41% -20.08%
2/28/01)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class B Shares (inception 2/16/01) -33.63% -30.19%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class C Shares (inception 2/16/01) -30.74% -28.65%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class N Shares (inception 3/1/01) -30.36% -24.90%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class Y Shares (inception 2/16/01) -29.37% -27.94%
- ----------------------------------------------------------------------
- --------------------------------------------------------------------------------------
MidCap Fund 1 Year 5 Years 10 Years
2 Years (or life of
class, if less)
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class A Shares (inception 12/1/97)
Return Before Taxes
Return After Taxes on Distributions -31.79% 0.26% 0.97%
Return After Taxes on -31.79% 0.25% 0.96%
Distributions and Sale of Fund
Shares -19.36% 0.20% 0.77%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
S&P MidCap 400(R)Index (from -14.51% 6.41%
11/30/97) 7.10%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class B Shares (inception 12/1/97) -31.84% 0.30%
1.22%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class C Shares (inception 12/1/97) -28.92% 0.69%
1.40%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
-28.59% -26.61%
Class N Shares (inception 3/1/01) N/A
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class Y Shares (inception 12/1/97) -27.10% 1.99%
2.69%
- --------------------------------------------------------------------------------------
Average annual total returns for the Funds for the periods ended March 31,
2003 are as follows:
- ----------------------------------------------------------------------
GMG Fund 1 Year 5 Years
2 Years (or life of
class, if
less)
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class A Shares (inception 2/16/01)
Return Before Taxes -21.67%
Return After Taxes on Distributions -34.00% -27.99%
Return After Taxes on -34.00% -27.99%
Distributions and Sale of Fund
Shares -20.88% -21.48%
- ----------------------------------------------------------------------
Russell MidCap Growth Index (from
2/28/01) -26.11% -17.91%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class B Shares (inception 2/16/01)
-34.08% -21.57% -27.60%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class C Shares (inception 2/16/01) -31.22% -19.95% -26.56%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class N Shares (inception 3/1/01)
-30.92% -19.62% -23.11%
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
Class Y Shares (inception 2/16/01) -29.63% -19.06% -25.70%
- ----------------------------------------------------------------------
- --------------------------------------------------------------------------------------
MidCap Fund 1 Year 5 Years 10 Years
2 Years (or life of
class, if less)
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class A Shares (inception 12/1/97)
Return Before Taxes -21.31%
Return After Taxes on Distributions -30.41% -3.77% 0.56%
Return After Taxes on -30.41% -3.78% 0.56%
Distributions and Sale of Fund
Shares -18.67% -2.98% 0.45%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
S&P MidCap 400(R)Index (from
11/30/97) -23.45% 3.27% 5.85%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class B Shares (inception 12/1/97)
-30.37% -21.15% -3.71% 0.78%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class C Shares (inception 12/1/97)
-27.46% -19.57% -3.36% 0.94%
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class N Shares (inception 3/1/01) -27.16% -19.17% -24.57% N/A
- --------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------
Class Y Shares (inception 12/1/97)
-25.76% -18.56% -2.15% 2.19%
- --------------------------------------------------------------------------------------
GMG Fund's average annual total returns include applicable sales charges: for
Class A, the current maximum initial sales charge of 5.75%; for Class B, the
contingent deferred sales charge of 5% (1-year) and 4% (life of class); and
for Class C and Class N, the 1% contingent deferred sales charge for the
1-year period. There is no sales charge for Class Y. The returns measure the
performance of a hypothetical account and assume that all dividends and
capital gains distributions have been reinvested in additional shares. The
performance of the Fund's Class A shares is compared to the Russell MidCap
Growth Index, an unmanaged index which measures the performance of those
Russell Midcap companies with higher price-to-book ratios and higher
forecasted growth values. The index performance includes reinvestment of
income but does not reflect transaction costs, expenses or taxes. The Fund
will have investments that vary from those in the index.
MidCap Fund's average annual total returns include applicable sales charges:
for Class A, the current maximum initial sales charge of 5.75%; for Class B,
the contingent deferred sales charge of 5% (1-year) and 3% (life of class);
and for Class C and Class N, the 1% contingent deferred sales charge for the
1-year period. There is no sales charge for Class Y shares. The returns
measure the performance of a hypothetical account and assume that all
dividends and capital gains distributions have been reinvested in additional
shares. The performance of the Fund's Class A shares is compared to the S&P
Midcap 400(R)Index, an unmanaged index of midcap equity securities. The index
performance includes reinvestment of income but does not reflect transaction
costs, expenses, or taxes. The Fund's investments vary from those in the
index.
What are other Key Features of the Funds?
The description of certain key features of the Funds below is
supplemented by each Fund's Prospectus and Statement of Additional
Information, which are incorporated by reference.
Investment Management and Fees - Under each Fund's investment advisory
agreement, he Fund pays the Manager an advisory fee at an annual rate that
declines on additional assets as the Fund grows.
- -------------------------------------------------------------------------------------
GMG Fund MidCap Fund
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
1.20% of the first $400 million of 0.75% of the first $200 million of
average annual net assets, average annual net assets,
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
1.10% of the next $400 million, and 0.72% of the next $200 million,
- -------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------
1.00% of average annual net assets in 0.69% of the next $200 million,
excess of $800 million.
- -------------------------------------------------------------------------------------
-------------------------------------------
0.66% of the next $200 million,
-------------------------------------------
-------------------------------------------
0.60% of the next $700 million,
-------------------------------------------
-------------------------------------------
0.58% of the next $1 billion, and
-------------------------------------------
-------------------------------------------
0.56% of average annual net assets in
excess of $2.5 billion.
-------------------------------------------
Based on average annual net assets of the respective Fund.
The management fee for GMG Fund for the twelve months ended March 31,
2003 was 1.20% of the average annual net assets for each class of shares.
The management fee for MidCap Fund for the twelve months ended March 31, 2003
was 0.70% of the average annual net assets for each class of shares. The
12b-1 distribution plans for both Funds were substantially similar.
- ---------------------------------------------------------------------------
Opp MidCap Opp GMG Combined Pro Forma
03/31/03 Class A Class A Class A
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Management Fee 0.70% 1.20% 0.70%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
12b-1 Fees 0.22% 0.02%1 0.22%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Other Expenses 0.69% 0.58% 0.69%
- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
Total Expenses 1.61% 1.80% 1.61%
- ---------------------------------------------------------------------------
"Other Expenses" include transfer agent fees and custodial, accounting and
legal expenses the Funds pay. This chart is for illustrative purposes only.
1. Class A shares 12b-1 fee is not the full 25 basis points due to monies
invested by OppenheimerFunds, Inc.
The net assets under management for MidCap Fund on March 31, 2003 were
$684,398,615, as compared to $3,259,981 for GMG Fund. Effective upon the
Closing of the Reorganization, the management fee rate for MidCap Fund is
expected to be 0.70% of average annual net assets based on combined assets of
the Funds as of March 31, 2003. Additionally, the "Other Expenses" of the
surviving Fund are expected to be the same as the "Other Expenses" of MidCap
Fund.
For a detailed description of each Fund's investment management
agreement, see the section below entitled "Comparison of Investment
Objectives and Policies - How do the Account Features and Shareholder
Services for the Funds Compare?"
Transfer Agency and Custody Services - Both Funds receive shareholder
accounting and other clerical services from OppenheimerFunds Services in its
capacity as transfer agent and dividend paying agent. It acts on an annual
per-account fee basis for both Funds. The terms of the transfer agency
agreement for both Funds are substantially similar.
Citibank, N.A., located at 111 Wall Street, New York, NY 10005, acts as
custodian of the securities and other assets of both GMG Fund and MidCap Fund.
Distribution Services - OppenheimerFunds Distributor, Inc. (the
"Distributor") acts as the principal underwriter in a continuous public
offering of shares of both Funds, but is not obligated to sell a specific
number of shares. Both Funds have adopted distribution and service plans
under Rule 12b-1 of the Investment Company Act for their Class A shares.
The 12b-1 fees for Class A shares of both GMG Fund and MidCap Fund are
service plan fees which are a maximum of 0.25% of average annual net assets
of Class A shares. The 12b-1 fees for Class B, Class C and Class N shares of
both Funds are Distribution and Service plan fees which include a service fee
of 0.25% of average annual net assets and an asset-based sales charge for
Class B and Class C shares of 0.75% and an asset-based sales charge of 0.25%
for Class N shares of the average annual net assets.
For a detailed description of each Fund's distribution-related
services, see the section below titled "Comparison of Investment Objectives
and Policies - How do the Account Features and Shareholder Services for the
Funds Compare?"
Purchases, Redemptions, Exchanges and other Shareholder Services - Both
Funds have nearly the same requirements and restrictions in connection with
purchases, redemptions and exchanges. In addition, each Fund also offers the
same types of shareholder services. More detailed information regarding
purchases, redemptions, exchanges and shareholder services can be found below
in the section below titled "Comparison of Investment Objectives and Policies
- - How do the Account Features and Shareholder Services for the Funds
Compare?"
Dividends and Distributions - Both Funds declare dividends separately
for each class of shares from net investment income annually and pay those
dividends to shareholders in December on a date selected by the Board of each
Fund.
For a detailed description of each Fund's policy on dividends and
distributions, see the section entitled "Comparison of Investment Objectives
and Policies - How do the Account Features and Shareholder Services for the
Funds Compare?"
What are the Principal Risks of an Investment in GMG Fund and MidCap Fund?
As with most investments, investments in MidCap Fund and GMG Fund
involve risks. There can be no guarantee against loss resulting from an
investment in either Fund, nor can there be any assurance that either Fund
will achieve its investment objective. The risks associated with an
investment in each Fund are similar. Because both Funds invest substantially
in stocks of U.S. companies, the value of each Fund's portfolio will be
affected by changes in the U.S. stock markets. The prices of individual
stocks do not all move in the same direction uniformly at the same time and
the volatility of their prices at times may be great. A particular company's
stock price can be affected by among other things a poor earnings report,
loss of major customers, major litigation against the company, or changes in
government regulations affecting the company or its industry.
For more information about the risks of the Funds, see "What are the
main risks associated with investment in the Funds?" under the heading
"Comparison of Investment Objectives and Policies."
REASONS FOR THE REORGANIZATION
At a meeting of the Board of Trustees of GMG Fund held April 28, 2003,
the Board considered whether to approve the proposed Reorganization and
reviewed and discussed with the Manager and independent legal counsel the
materials provided by the Manager relevant to the proposed Reorganization.
Included in the materials was information with respect to the Funds'
respective investment objectives and policies, management fees, distribution
fees and other operating expenses, historical performance and asset size.
The Board reviewed information demonstrating that GMG Fund is a
relatively smaller fund with approximately $3.6 million in net assets as of
April 23, 2003. The Board anticipates that GMG Fund's assets will not
increase substantially in size in the near future. In comparison, MidCap
Fund had approximately $723.1 million in net assets as of April 23, 2003.
After the Reorganization, the shareholders of GMG Fund would become
shareholders of a larger fund that is anticipated to have lower overall
operating expenses than GMG Fund. Economies of scale may benefit
shareholders of GMG Fund.
The Board considered the fact that both Funds have similar investment
objectives of seeking capital appreciation. Additionally, the Board
considered that both Funds invest in growth companies. However, their
respective focuses are different. Under normal market conditions, MidCap
Fund invests at least 80% of its net assets (plus borrowings for investment
purposes) in equity securities of growth companies that have a market
capitalization of between $2 billion and $11.5 billion (referred to as
"mid-cap" stocks). It currently invests mainly in equity securities of U.S.
companies. GMG Fund invests primarily in securities of growth companies that
are creating fundamental changes in the economy.
The Board noted that MidCap Fund's management fee is currently lower
than that of GMG Fund. The Board also considered that MidCap Fund's
performance has been better than that of GMG Fund.
The Board also considered that the procedures for purchases, exchanges
and redemptions of shares of both Funds are very similar and that both Funds
offer the same investor services and options.
The Board also considered the terms and conditions of the
Reorganization, including that
there would be no sales charge imposed in effecting the Reorganization and
that the Reorganization is expected to be a tax-free reorganization. The
Board concluded that GMG Fund's participation in the transaction is in the
best interests of the Fund and that the Reorganization would not result in a
dilution of the interests of existing shareholders of GMG Fund.
After consideration of the above factors, and such other factors and
information as the Board of GMG Fund deemed relevant, the Board, including
the Trustees who are not "interested persons" (as defined in the Investment
Company Act) of either GMG Fund or the Manager (the "Independent Trustees"),
unanimously approved the Reorganization and the Reorganization Agreement and
voted to recommend its approval to the shareholders of GMG Fund.
The Board of MidCap Fund also determined that the Reorganization was in
the best interests of MidCap Fund and its shareholders and that no dilution
would result to those shareholders. MidCap Fund shareholders do not vote on
the Reorganization. The Board of MidCap Fund, including the Independent
Trustees, unanimously approved the Reorganization and the Reorganization
Agreement.
For the reasons discussed above, the Board, on behalf of GMG Fund,
recommends that you vote FOR the Reorganization Agreement. If shareholders
of GMG Fund do not approve the Reorganization Agreement, the Reorganization
will not take place.
INFORMATION ABOUT THE REORGANIZATION
This is only a summary of the Reorganization Agreement. You should read the
actual form of Reorganization Agreement. It is attached as Exhibit A.
How Will the Reorganization be Carried Out?
If the shareholders of GMG Fund approve the Reorganization Agreement,
the Reorganization will take place after various conditions are satisfied by
GMG Fund and MidCap Fund, including delivery of certain documents. The
Closing Date is presently scheduled for September 5, 2003 and the Valuation
Date is presently scheduled for September 4, 2003.
If shareholders of GMG Fund approve the Reorganization Agreement, GMG
Fund will deliver to MidCap Fund substantially all of its net assets on the
closing date. In exchange, shareholders of GMG Fund will receive Class A,
Class B, Class C, Class N and Class Y MidCap Fund shares that have a value
equal to the dollar value of the assets delivered by GMG Fund to MidCap
Fund. GMG Fund will then be liquidated and its outstanding shares will be
cancelled. The stock transfer books of GMG Fund will be permanently closed
at the close of business on the Valuation Date. Only redemption requests
received by the Transfer Agent in proper form on or before the close of
business on the Valuation Date will be fulfilled by GMG Fund. Redemption
requests received after that time will be considered requests to redeem
shares of MidCap Fund.
Shareholders of GMG Fund who vote their Class A, Class B, Class C, Class N
and Class Y shares in favor of the Reorganization will be electing in effect to
redeem their shares of GMG Fund at net asset value on the Valuation Date, after
GMG Fund subtracts a cash reserve, and reinvests the proceeds in Class A, Class
B, Class C, Class N and Class Y shares of MidCap Fund at net asset value. The
cash reserve is that amount retained by GMG Fund, which is deemed sufficient in
the discretion of the Board for the payment of the Fund's outstanding debts and
expenses of liquidation. MidCap Fund is not assuming any debts of GMG Fund
except debts for unsettled securities transactions and outstanding dividend and
redemption checks. GMG Fund will recognize capital gains or losses on any sales
of portfolio securities made prior to the Reorganization.
Under the Reorganization Agreement, within one year after the Closing
Date, GMG Fund shall: (a) either pay or make provision for all of its debts
and taxes; and (b) either (i) transfer any remaining amount of the cash
reserve to MidCap Fund, if such remaining amount is not material (as defined
below) or (ii) distribute such remaining amount to the shareholders of GMG
Fund who were shareholders on the Valuation Date. The remaining amount shall
be deemed to be material if the amount to be distributed, after deducting the
estimated expenses of the distribution, equals or exceeds one cent per share
of the number of GMG Fund shares outstanding on the Valuation Date. If the
cash reserve is insufficient to satisfy any of GMG Fund's liabilities, the
Manager will assume responsibility for any such unsatisfied liability.
Within one year after the Closing Date, GMG Fund will complete its
liquidation.
Under the Reorganization Agreement, either GMG Fund or MidCap Fund may
abandon and terminate the Reorganization Agreement for any reason and there
shall be no liability for damages or other recourse available to the other
Fund, provided, however, that in the event that one of the Funds terminates
this Agreement without reasonable cause, it shall, upon demand, reimburse the
other Fund for all expenses, including reasonable out-of-pocket expenses and
fees incurred in connection with this Agreement.
To the extent permitted by law, the Funds may agree to amend the
Reorganization Agreement without shareholder approval. They may also agree
to terminate and abandon the Reorganization at any time before or, to the
extent permitted by law, after the approval of shareholders of GMG Fund.
Who Will Pay the Expenses of the Reorganization?
The Funds will bear the cost of their respective tax opinions. Any
documents such as existing prospectuses or annual reports that are included
in the proxy mailing or at a shareholder's request will be a cost of the Fund
issuing the document. Any other out-of-pocket expenses associated with the
Reorganization will be paid by the Funds in the amounts incurred by each. The
cost of printing and mailing this Prospectus and Proxy Statement will be paid
by ________________.
What are the Tax Consequences of the Reorganization?
The Reorganization is intended to qualify as a tax-free reorganization
for federal income tax purposes under Section 368(a)(1) of the Internal
Revenue Code of 1986, as amended. Based on certain assumptions and
representations received from GMG Fund and MidCap Fund, it is expected to be
the opinion of Deloitte & Touche LLP, tax advisor to GMG Fund, that
shareholders of GMG Fund will not recognize any gain or loss for federal
income tax purposes as a result of the exchange of their shares for shares of
MidCap Fund, and that shareholders of MidCap Fund will not recognize any gain
or loss upon receipt of GMG Fund's assets. If this type of tax opinion is
not forthcoming, the Fund may still choose to go forward with the merger,
pending shareholder approval. In addition, neither Fund is expected to
recognize a gain or loss as a result of the Reorganization.
Immediately prior to the Valuation Date, GMG Fund will pay a dividend
which will have the effect of distributing to GMG Fund's shareholders all of
GMG Fund's net investment company taxable income for taxable years ending on
or prior to the Closing Date (computed without regard to any deduction for
dividends paid) and all of its net capital gains, if any, realized in taxable
years ending on or prior to the Closing Date (after reduction for any
available capital loss carry-forward). Such dividends will be included in
the taxable income of GMG Fund's shareholders as ordinary income and capital
gain, respectively.
You will continue to be responsible for tracking the purchase cost and
holding period of your shares and should consult your tax advisor regarding
the effect, if any, of the Reorganization in light of your individual
circumstances. You should also consult your tax advisor as to state and
local and other tax consequences, if any, of the Reorganization because this
discussion only relates to federal income tax consequences.
What should I know about Class A, Class B, Class C, Class N and Class Y
shares of MidCap Fund?
The rights of shareholders of both Funds are substantially the same.
The Declarations of Trust and By-Laws of both Funds are substantially similar
with respect to rights voting for the election of Trustees, and rights for
mergers, liquidations and distributions, and redemptions. Class A, Class B,
Class C, Class N and/or Class Y shares of MidCap Fund will be distributed to
shareholders of Class A, Class B, Class C, Class N and/or Class Y shares of
GMG Fund, respectively, in connection with the Reorganization. Each share
will be fully paid and nonassessable when issued, will have no preemptive or
conversion rights and will be transferable on the books of MidCap Fund. Each
Fund's Declaration of Trust contains an express disclaimer of shareholder or
Trustee liability for the Fund's obligations, and provides for
indemnification and reimbursement of expenses out of its property for any
shareholder held personally liable for its obligations. Neither Fund permits
cumulative voting. The shares of MidCap Fund will be recorded electronically
in each shareholder's account. MidCap Fund will then send a confirmation to
each shareholder. Class A shareholders of GMG Fund whose shares are
represented by outstanding share certificates will not be allowed to redeem,
transfer or pledge shares of MidCap Fund they receive in the Reorganization
until the exchanged GMG Fund certificates have been returned to the Transfer
Agent. Shareholders of Class B, Class C, Class N and Class Y shares of GMG
Fund do not have certificates representing shares. Their shares will be
cancelled.
Like GMG Fund, MidCap Fund does not routinely hold annual shareholder
meetings.
What are the capitalizations of the Funds and what might the capitalization
be after the Reorganization?
The following table sets forth the capitalizations (unaudited) of GMG
Fund and MidCap Fund and indicates the pro forma combined capitalization as
of March 31, 2003 as if the Reorganization had occurred on that date.
Net Asset
Shares Value
Net Assets Outstanding Per Share
GMG Fund
Class A $2,860,439 542,160
$5.28
Class B $183,682 35,371 $5.19
Class C $140,008 26,972 $5.19
Class N $75,320 14,374 $5.24
Class Y $532 100 $5.32
TOTAL $3,259,981 618,977
MidCap Fund
Class A $323,181,442 29,591,155 $10.92
Class B $262,414,202 24,979,865 $10.51
Class C $77,577,506 7,387,508 $10.50
Class N $10,100,112 929,643 $10.86
Class Y $11,125,353 992,433 $11.21
TOTAL $684,398,615 63,880,604
MidCap Fund
(Pro Forma Surviving Fund)
Class A $326,041,881 29,853,063 $10.92
Class B $262,597,884 24,997,350 $10.51
Class C $77,717,514 7,400,841 $10.50
Class N $10,175,432 936,576 $10.86
Class Y $11,125,885 992,480 $11.21
TOTAL $687,658,596 64,180,312
*Reflects the issuance of 261,908 Class A shares, 17,485 Class B shares,
13,333 Class C shares, 6,933 Class N shares and 47 Class Y shares of MidCap
Fund in a tax-free exchange for the net assets of GMG Fund, aggregating
$3,259,981.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
This section describes key investment policies of GMG Fund and MidCap
Fund, and certain noteworthy differences between the investment objectives
and policies of the two Funds. For a complete description of MidCap Fund's
investment policies and risks, please review its prospectus and Statement of
Additional Information dated December 23, 2002. That Prospectus is attached
to this Prospectus and Proxy Statement as an enclosure.
Are there any significant differences between the investment objectives
and strategies of the Funds?
In considering whether to approve the Reorganization, shareholders of
GMG Fund should consider the differences in investment objectives, policies
and risks of the Funds. Further information about MidCap Fund is set forth
in its Prospectus, which accompanies this Prospectus and Proxy Statement and
is incorporated herein by reference. Additional information about both Funds
is set forth in their respective Statements of Additional Information and
Annual Reports, which may be obtained upon request to the Transfer Agent.
See "Information about GMG Fund" and "Information about MidCap Fund."
GMG Fund and MidCap Fund have similar investment objectives. Both
Funds' investment objective is to seek capital appreciation, though GMG Fund
seeks long-term capital appreciation. GMG Fund invests in companies of any
size but primarily focuses on securities of small to mid sized companies.
MidCap Fund invests primarily in mid cap stocks.
MidCap Fund may invest its assets in a variety of industry categories,
although it may from time to time emphasize investments in one or more
industries. For example, MidCap Fund has at certain times, invested a
significant amount of its assets in technology companies. MidCap Fund does
not concentrate 25% or more of its investments in companies in any one
industry.
What are the Main Risks Associated with an investment in the Funds?
Like all investments, an investment in both of the Funds involves
risk. There is no assurance that either Fund will meet its investment
objective. The achievement of the Funds' goals depends upon market
conditions, generally, and on the portfolio manager's analytical and
portfolio management skills. The risks described below collectively form the
risk profiles of the Funds, and can affect the value of the Funds'
investments, investment performance and prices per share. There is also the
risk that poor securities selection by the Manager will cause the Fund to
underperform other funds having a similar objective. These risks mean that
you can lose money by investing in either Fund. When you redeem your shares,
they may be worth more or less than what you paid for them.
How Do the Investment Policies of the Funds Compare?
Both funds invest primarily in mid-cap stocks. GMG Fund can invest
without limit in foreign securities. GMG Fund currently does not intend to
invest more than 25% of its net assets in foreign securities. Although MidCap
Fund invests primarily in equity securities of U.S. companies, it can also
buy foreign stocks.
Risks of Investing in Stocks. Stocks fluctuate in price, and their
short-term volatility at times may be great. Because the Funds invest
primarily in common stocks, the value of each Fund's portfolio willl be
affected by changes in the stock markets. Market risk will affect each
Fund's net asset value per share, which will fluctuate as the values of the
respective Fund's portfolio securities change. A variety of factors can
affect the price of a particular stock and the prices of individual stocks do
not all move in the same direction uniformly or at the same time. Different
stock markets may behave differently from each other.
Other factors can affect a particular stock's price, such as poor
earnings reports by the issuer, loss of major customers, major litigation
against the issuer, or changes in government regulations affecting the issuer
or its industry.
Industry and Sector Focus. At times the Funds may increase the
relative emphasis of its investments in a particular industry or sector. The
prices of stocks of issuers in a particular industry of sector may go up and
down in response to changes in economic conditions, government regulations,
availability of basic resources or supplies, or other events that affect that
industry or sector more than others. To the extent that a Fund increases the
relative emphasis of its investments in a particular industry or sector, its
share values may fluctuate in response to events affecting that industry or
sector.
Risks of Growth Stocks. Stocks of growth companies, particularly newer
companies, may offer opportunities for greater long-term capital appreciation
but may be more volatile than stocks of larger, more established companies.
They have greater risks if the company's earnings growth or stock price fails
to increase as expected.
Risks of Technology Stocks. The MidCap Fund may also be subject to the
risks associated with technology stocks. To the extent the MidCap Fund is
invested in stocks of technology companies, the value of the Fund's shares is
particularly vulnerable to risks affecting technology companies and/or
companies that affect those technology companies. The technology sector has
historically exhibited great fluctuations in valuations. The Fund's Manager
takes this into account when evaluating the long-term merits of its
investments.
The stock prices of technology companies during the past few years have
been highly volatile, largely due to the rapid pace of product change and
development within this sector. This phenomenon may also result in future
stock price volatility. In addition, technologies that are dependent on
consumer demand may be more sensitive to changes in consumer spending
patterns. Technology companies focusing on the information and
telecommunications sectors may also be subject to international, federal and
state regulations and may be adversely affected by changes in those
regulations.
Special Risks of Mid-Cap Stocks. In addition, the MidCap Fund may be
subject to the risks associated with the Fund's investments in mid-cap
companies. While stocks of mid-cap companies may offer greater capital
appreciation potential than investments in larger capitalization companies,
they may also present greater risks. Mid-Cap stocks tend to be more
sensitive to changes in an issuer's earnings expectations. They tend to have
lower trading volumes than large capitalization securities. As a result,
they may experience more abrupt and erratic price movements.
Since mid-cap companies typically reinvest a high proportion of
earnings in their own businesses, they may lack the dividend yield that can
help cushion their total return in a declining market. Many mid-cap stocks
are traded in over-the-counter markets and therefore may be less liquid than
stocks of larger exchange-traded issuers. That means that the MidCap Fund
could have greater difficulty selling a security at an acceptable price,
especially in periods of market volatility. That factor increases the
potential for losses to the Fund.
How Do the Investment Policies of the Funds Compare?
Other Equity Securities. While MidCap Fund emphasizes investments in
common stocks, it can buy preferred stocks, warrants and securities
convertible into common stock, which may be subject to credit risks and
interest rate risks. Midcap Fund will not invest more than 5% of its net
assets in convertible securities that are rated below investment grade by a
nationally recognized rating organization such as Moody's Investor Service or
that are assigned a comparable rating by the Midcap Fund's Manager.
Similarly, while GMG Fund also emphasizes investments in common stocks,
it can also buy preferred stocks, warrants, and securities convertible into
common stock. GMG Fund may invest in the stocks of companies of every size,
small, medium and large capitalization.
Cyclical Opportunities. Each Fund may also seek to take advantage of
changes in the business cycle by investing in companies that are sensitive to
those changes, if the Manager or the Adviser/Sub-Adviser believes they have
growth potential. For example, when the economy is expanding, companies in
the consumer durables and technology sectors may benefit and offer long-term
growth opportunities. The MidCap Fund focuses on seeking growth over the
ling term, but may seek to take tactical advantage of short-term market
movements or events affecting particular issuers or industries.
Illiquid and Restricted Securities. Investments may be illiquid
because they do not have an active trading market, making it difficult to
value them or dispose of them promptly at an acceptable price. A restricted
security is one that has a contractual restriction on its resale or which
cannot be sold publicly until it is registered under the Securities Act of
1933. Neither MidCap nor GMG Fund will invest more than 15% of its net
assets in illiquid or restricted securities. Certain restricted securities
that are eligible for resale to qualified institutional purchasers may not be
subject to that limit. The Manager monitors holdings of illiquid securities
on an ongoing basis to determine whether to sell any holdings to maintain
adequate liquidity.
Foreign Investing. GMG Fund can invest without limit in foreign
securities. The Fund currently does not intend to invest more than 25% of
its net assets in foreign securities. It can buy securities of both foreign
governments and companies.
MidCap Fund can buy securities in any country, including developed
countries and emerging markets. The Fund has no limits on the amount of its
assets that can be invested in foreign securities, but has adopted an
operating policy limiting its investments in foreign securities to 10% of its
total assets. It does not expect to invest substantial amounts of its assets
in foreign stocks.
While foreign securities may offer special investment opportunities,
they are subject to special risks that can reduce the Fund's share prices and
returns.
Special Risks of Emerging Markets. Both GMG Fund and MidCap Fund can
invest in emerging markets. Emerging and developing markets abroad may also
offer special opportunities for growth investing but have greater risks than
more developed foreign markets, such as those in Europe, Canada, Australia,
New Zealand and Japan. There may be less liquidity in their securities
markets, and settlements of purchases and sales of securities may be subject
to additional delays. They are subject to greater risks of limitations on the
repatriation of income and profits because of currency restrictions imposed
by local governments. Those countries may also be subject to the risk of
greater political and economic instability, which can greatly affect the
volatility of prices of securities in those countries.
Derivative Investments. Both Funds can invest in a number of different
kinds of "derivative" investments. In general terms, a derivative investment
is an investment contract whose value depends on (or is derived from) the
value of an underlying asset, interest rate or index. Options, futures
contracts, structured notes such as indexed securities or inverse securities,
collateralized mortgage obligations ("CMOs") and hedging instruments are
"derivative instruments" GMG Fund can use. Options, futures contracts, and
other hedging instruments may be considered derivative investments for MidCap
Fund. In addition to using derivatives for hedging, both Funds might use
other derivative investments because they offer the potential for increased
income and principal value. GMG Fund and MidCap Fund are not required to use
derivative investments in seeking their objectives.
Derivatives have risks. If the issuer of the derivative does not pay
the amount due, the Funds can lose money on the investment. The underlying
security or investment on which the derivative is based, and the derivative
itself, might not perform the way the Manager of MidCap Fund and the Adviser
or Sub-Adviser of GMG Fund expected it to perform. Interest rate and stock
market changes in the U.S. and abroad may also influence the performance of
derivatives. As a result of these risks, both Funds could realize less
principal or income from the investment than expected or their hedge might be
unsuccessful. If that happens, the Funds' share prices could fall. Certain
derivative investments held by the Funds may be illiquid.
Borrowing and Leveraging. For GMG Fund, certain types of investments
or trading strategies (such as borrowing money to increase the amount of
investment) may be subject to leverage risk. This means a relatively small
market movement may result in large changes in the value of an investment.
Certain investments or trading strategies that involve leverage can result in
losses that greatly exceed the amount originally invested. Derivatives may be
difficult or impossible to sell at the time that the seller would like or at
the price that the seller believes the security is currently worth.
MidCap Fund has the ability to borrow for leverage up to 10% of the
value of its net assets from banks on an unsecured basis to invest the
borrowed funds in portfolio securities. This speculative technique is known
as "leverage." MidCap Fund may borrow only from banks. Currently, under the
Investment Company Act, a mutual fund may borrow only from banks and the
maximum amount it may borrow is up to one-third of its total assets
(including the amount borrowed) less all liabilities and indebtedness other
than borrowing. If the value of MidCap Fund's assets fails to meet this 300%
asset coverage requirement, the Fund will reduce its bank debt within three
days to meet the requirement. To do so, the Fund might have to sell a portion
of its investments at a disadvantageous time.
MidCap Fund will pay interest on these loans, and that interest expense
will raise the overall expenses of the Fund and reduce its returns. If it
does borrow, its expenses will be greater than comparable funds that do not
borrow for leverage. Additionally, MidCap Fund's net asset value per share
might fluctuate more than that of funds that do not borrow. Currently,
MidCap Fund does not contemplate using this technique, but if it does so, it
will not likely do so to a substantial degree.
Neither Fund expects to borrow funds for investing purposes.
Hedging. Both Funds can buy and sell certain kinds of futures
contracts, put and call options and forward contracts. These are all
referred to as "hedging instruments." The Funds are not required to hedge to
seek their objectives. The Funds have limits on their use of hedging and
types of hedging instruments that can be used, and do not use them for
speculative purposes.
Some of these strategies could be used to hedge the Funds' portfolio
against price fluctuations. Other hedging strategies, such as buying futures
and call options, could increase the Funds' exposure to the securities
market. Forward contracts can be used to try to manage foreign currency
risks on both Funds' foreign investments. Foreign currency options can be
used to try to protect against declines in the dollar value of foreign
securities the Funds own, or to protect against an increase in the dollar
cost of buying foreign securities.
There are also special risks in particular hedging strategies. Options
trading involves the payment of premiums and has special tax effects on the
Funds. If the Adviser or Sub-Adviser for GMG Fund, and the Manager for
MidCap Fund use a hedging instrument at the wrong time or judged market
conditions incorrectly, the hedge might fail and the strategy could reduce
the respective Fund's return. Both Funds could also experience losses if the
prices of their futures and options positions are not correlated with their
other investments or if they could not close out a position because of an
illiquid market.
Portfolio Turnover. Both Funds can engage in short-term trading to
achieve their respective objectives. Portfolio turnover affects brokerage
costs the Funds pay. If GMG Fund realizes capital gains when it sells its
portfolio investments, generally it must pay out those gains to shareholders,
increasing non-retirement plan or non-IRA or non-education savings account
shareholders' taxable distributions. If MidCap Fund realizes capital gains
when it sells its portfolio investments, generally it must pay out those
gains to shareholders, increasing their taxable distributions.
Investing in Small, Unseasoned Companies. Both Funds can invest in
securities of small, unseasoned companies. s that have been in operation for
less than three (3) years, including the operations of any predecessors.
Securities of these companies may be subject to volatility in their prices.
They may have a limited trading market, which may adversely affect the Funds'
ability to dispose of them and can reduce the price the Funds might be able
to obtain for them. Other investors that own a security issued by a small,
unseasoned issuer for which there is limited liquidity might trade the
security when the Funds are attempting to dispose of their holdings of that
security. In that case the Funds might receive a lower price for their
holdings than might otherwise be obtained. These are more speculative
securities and can increase the Funds' overall portfolio risks.
Repurchase Agreements. Both Funds can acquire securities subject to
repurchase agreements. In a repurchase transaction, the Funds buy a security
from, and simultaneously resell it to, an approved vendor for delivery on an
agreed-upon future date. The resale price exceeds the purchase price by an
amount that reflects an agreed-upon interest rate effective for the period
during which the repurchase agreement is in effect. Approved vendors include
U.S. commercial banks, U.S. branches of foreign banks, or broker-dealers that
have been designated as primary dealers in government securities. They must
meet credit requirements set by the Funds' Adviser from time to time.
The majority of these transactions run from day to day, and delivery
pursuant to the resale typically occurs within one to five days of the
purchase. Repurchase agreements having a maturity beyond seven days are
subject to the Funds' limits on holding illiquid investments. The Funds will
not enter into a repurchase agreement that causes more than 15% of each of
their net assets to be subject to repurchase agreements having a maturity
beyond seven (7) days. There is no limit on the amount of the Funds' net
assets that may be subject to repurchase agreements having maturities of
seven days or less.
Purchase and Sale Contracts. GMG Fund may enter into purchase and sale
contracts. A purchase and sale contract is similar to a repurchase
agreement, but purchase and sale contracts provide that the purchaser
receives any interest on the security paid during the period. If the seller
fails to repurchase the security and the market value declines, GMG Fund may
lose money.
Short Sales. GMG Fund has the ability to have up to 20% of its total
assets in short positions. GMG Fund may make short sales of securities,
either as a hedge against potential declines in value of a portfolio security
or to realize appreciation when a security that the Fund does not own
declines in value. When GMG Fund makes a short sale, it borrows the security
sold short and delivers it to the broker-dealer through which it made the
short sale as collateral for its obligation to deliver the security upon
conclusion of the sale. The Fund may have to pay a fee to borrow particular
securities and is often obligated to turn over any payments received on such
borrowed securities to the lender of the securities.
GMG Fund's obligations to replace the borrowed security will be secured
by collateral deposited with the broker-dealer, usually cash, U.S. Government
securities or other liquid securities similar to those borrowed. With
respect to uncovered short positions, GMG Fund will also be required to
deposit similar collateral with its custodian to the extent, if any,
necessary so that the value of both collateral deposits in the aggregate is
at all times equal to at least 100% of the current market value of the
security sold short. Depending on arrangements made with the broker - dealer
from which it borrowed the security, regarding payment over of any payments
received by the Fund on such security, the Fund may not receive any payments
(including interest) on its collateral deposited with such broker-dealer.
GMG Fund will not make a short sale if, after giving effect to such
sale, the market value of all securities sold short exceeds 5% of the value
of its total assets.
Temporary Defensive and Interim Investments. In times of adverse or
unstable market, economic or political conditions, both Funds can invest up
to 100% of their assets in temporary defensive investments that are
inconsistent with the Fund's principal investment strategies. Generally they
would be cash equivalents (such as commercial paper), money market
instruments, short-term debt securities, U.S. government securities,
repurchase agreements and in the case of GMG Fund, purchase and sales
contracts. They could include other investment grade debt securities. GMG
Fund can also invest in such short-term securities for cash management
purposes. MidCap Fund might also hold these types of securities pending the
investment of proceeds from the sale of Fund's shares or portfolio securities
or to meet anticipated redemptions of Fund shares. To the extent the Funds
invest in these securities, either defensively, or in the case of GMG Fund,
for cash management purposes, they might not achieve their investment
objectives of capital appreciation.
What are the fundamental investment restrictions of the Funds?
Both GMG Fund and MidCap Fund have certain additional investment
restrictions that are fundamental policies, changeable only by shareholder
approval. MidCap Fund's investment objective is a fundamental policy, GMG
Fund's investment objective is not. Generally, these investment restrictions
are similar between the Funds and are discussed below:
|_| Neither Fund can buy securities issued or guaranteed by any
one issuer if more than 5% of their total assets would be invested
in securities of that issuer or if they would then own more than 10%
of that issuer's voting securities. That restriction applies to 75%
of each Fund's total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or
instrumentalities, and in the case of GMG Fund, securities of other
investment companies.
|_| Neither Fund can invest in physical commodities or physical
commodity contracts. However, the Funds can buy and sell hedging
instruments to the extent specified in their Prospectuses and
Statement of Additional Information from time to time. The Funds
can also buy and sell options, futures, securities or other
instruments backed by, or the investment return from which, is
linked to changes in the price of, physical commodities.
|_| MidCap Fund cannot lend money. However, it can invest in all or a
portion of an issue of bonds, debentures, commercial paper or other
similar corporate obligations. The Fund may also lend its portfolio
securities subject to the restrictions stated in its Prospectus and
Statement of Additional Information and can enter into repurchase
transactions.
|_| GMG Fund cannot make loans except (a) through lending of securities,
(b) through the purchase of debt instruments, loan participations or
similar evidences of indebtedness, (c) through an inter-fund lending
program with other affiliated funds, and (d) through repurchase
agreements.
|_| Neither Fund can concentrate investments. That means they cannot
invest 25% or more of their total assets in companies in any one
industry.
|_| Neither Fund can underwrite securities of other companies. A
permitted exception is in case they are deemed to be underwriters
under the Securities Act of 1933 when reselling any securities held
in their own portfolio.
|_| Neither Fund can invest in real estate or in interests in real estate.
However, the Funds can purchase readily-marketable securities of
companies holding real estate or interests in real estate.
|_| Neither Fund can issue "senior securities." However, that restriction
does not prohibit the Funds from borrowing money subject to the
provisions set forth in their Statements of Additional Information,
or from entering into margin, collateral or escrow arrangements
permitted by their other investment policies.
|_| GMG Fund cannot borrow money in excess of 33 1/3% of the value of its
total assets. The Fund may borrow only from banks and/or affiliated
investment companies. With respect to this fundamental policy, the
Fund can borrow only if it maintains a 300% ratio of assets to
borrowings at all times in the manner set forth in the Investment
Company Act.
How do the Account Features and Shareholder Services for the Funds Compare?
Investment Management - Pursuant to each investment advisory agreement,
the Manager acts as the investment advisor for both Funds. For GMG Fund, the
Manager has retained Gartmore Mutual Fund Capital Trust, the Sub-Advisor, to
provide day-to-day portfolio management for GMG Fund. The sub-advisory fee is
paid by the Manager out of its management fee. Under the Investment Advisory
Agreement for MidCap Fund and under the Subadvisory Agreement for GMG Fund,
the Manager, Adviser, or Sub-Adviser is authorized and directed to (i)
regularly provide investment advice and recommendations to each Fund with
respect to the Funds' investments, investment policies and the purchase and
sale of securities and other investments; (ii) supervise and monitor the
investment program of each Fund and the composition of its portfolio to
determine what securities and other investments shall be purchased or sold by
the Funds; and (iii) arrange for the purchase of securities and other
investments for each Fund and the sale of securities and other investments
held in the portfolio of each Fund.
The investment advisory agreements state that the Manager will provide
administrative services for the Funds, including compilation and maintenance
of records, preparation and filing of reports required by the SEC, reports to
shareholders, and composition of proxy statements and registration statements
required by Federal and state securities laws. The administrative services
to be provided by the Manager under the investment advisory agreement will be
at its own expense.
Expenses not expressly assumed by the Manager under each Fund's
advisory agreement or by the Distributor under the General Distributor's
Agreement are paid by the Funds. The investment advisory agreements list
examples of expenses paid by the Funds, the major categories of which relate
to interest, taxes, brokerage commissions, fees to certain Trustees, legal
and audit expenses, custodian and transfer agent expenses, share issuance
costs, certain printing and registration costs and non-recurring expenses,
including litigation costs.
Both investment advisory agreements generally provide that in the
absence of willful misfeasance, bad faith, gross negligence in the
performance of its duties or reckless disregard of its obligations and duties
under the investment advisory agreement, the Manager is not liable for any
loss sustained by reason of good faith errors or omissions in connection with
any matters to which the agreement(s) relate. The agreements permit the
Manager to act as investment advisor
for any other person, firm or corporation. Pursuant to each agreement, the
Manager is permitted to use the name "Oppenheimer" in connection with other
investment companies for which it may act as investment advisor or general
distributor. If the Manager shall no longer act as investment advisor to the
Funds, the Manager may withdraw the right of the Funds to use the name
"Oppenheimer" as part of their names.
The Manager is controlled by Oppenheimer Acquisition Corp., a holding
company owned in part by senior officers of the Manager and ultimately
controlled by Massachusetts Mutual Life Insurance Company, a mutual life
insurance company that also advises pension plans and investment companies.
The Manager has been an investment advisor since January 1960. The Manager
(including subsidiaries and an affiliate) managed more than $120 billion in
assets as of March 31, 2003, including other Oppenheimer funds with more than
7 million shareholder accounts. The Manager is located at 498 Seventh
Avenue, 10th Floor, New York, New York 10018. OppenheimerFunds Services, a
division of the Manager, acts as transfer and shareholder servicing agent and
is paid an annual per-account fee by each of GMG Fund and MidCap Fund and for
certain other open-end funds managed by the Manager and its affiliates.
Distribution - Pursuant to General Distributor's Agreements, the
Distributor acts as principal underwriter in a continuous public offering of
shares of GMG Fund and MidCap Fund, but is not obligated to sell a specific
number of shares. Expenses normally attributable to sales, including
advertising and the cost of printing and mailing prospectuses other than
those furnished to existing shareholders, are borne by the Distributor,
except for those for which the Distributor is paid under each Fund's Rule
12b-1 Distribution and Service Plan described below.
The Service Plan provides for the reimbursement to OppenheimerFunds
Distributor, Inc. (the "Distributor"), for a portion of its costs incurred
in connection with the personal service and maintenance of accounts that hold
Class A shares of the respective Funds. Under the Class A Service Plans,
reimbursement is made quarterly at an annual rate that may not exceed 0.25%
of the average annual net assets of Class A shares of the respective Funds.
The Distributor currently uses all of those fees to compensate dealers,
brokers, banks and other financial institutions quarterly for providing
personal service and maintenance of accounts of their customers that hold
Class A shares of the respective Funds.
Both Funds have adopted Distribution and Service Plans and Agreements
under Rule 12b-1 of the Investment Company Act for Class B, Class C and Class
N shares. These plans compensate the Distributor for its services and costs
in connection with the distribution of Class B, Class C and Class N shares
and the personal service and maintenance of shareholder accounts. Under each
Class B, Class C and Class N Plan, the Funds pay the Distributor a service
fee at an annual rate of 0.25% of average annual net assets and an
asset-based sales charge for Class B and Class C at an annual rate of 0.75%
of average annual net assets. Under the Class N Plan, the Funds pay an
asset-based sales charge at an annual rate of 0.25% of average annual net
assets. All fee amounts are computed on the average annual net assets of the
class determined as of the close of each regular business day of each Fund.
The Distributor uses all of the service fees to compensate dealers for
providing personal services and maintenance of accounts of their customers
that hold shares of the Funds. The Class B and Class N asset-based sales
charge is retained by the Distributor. After the first year, the Class C
asset-based sales charge is paid to the broker-dealer as an ongoing
concession for shares that have been outstanding for a year or more. The
terms of the Funds' respective Distribution and Service Plans are
substantially similar.
Purchases and Redemptions - Both Funds are part of the OppenheimerFunds
family of mutual funds. The procedures for purchases, exchanges and
redemptions of shares of the Funds are nearly identical; however, for GMG
Fund, not only can shares be redeemed by mail and telephone, but by wire as
well. Shares of either Fund may be exchanged for shares of the same class of
other Oppenheimer funds offering such shares. Exchange privileges are subject
to amendment or termination at any time.
Both Funds have the same initial and subsequent minimum investment
amounts for the purchase of shares. These amounts are $1,000 and $50,
respectively. Both Funds have a maximum initial sales charge of 5.75% on
Class A shares for purchases of less than $25,000. The sales charge of 5.75%
is reduced for purchases of Class A shares of $25,000 or more. Investors who
purchase $1 million or more of Class A shares pay no initial sales charge.
Class B shares of the Funds are sold without a front-end sales charge but
investors will pay an annual asset-based sales charge. If investors sell
their shares within six years of buying them, they will normally pay a CDSC.
The CDSC begins at 5% for shares redeemed in the first year and declines to
1% in the sixth year and is eliminated after that. Class C shares may be
purchased without an initial sales charge, but investors will pay an annual
asset-based sales charge, and if redeemed within 12 months of buying them, a
CDSC of 1% may be deducted. Class N shares (available only through certain
retirement plans) are purchased without an initial sales charge, but
investors will pay an annual asset-based sales charge, and if redeemed within
18 months of the retirement plan's first purchase of Class N shares, a CDSC
of 1% may be deducted.
Class A, Class B, Class C, Class N and Class Y shares of MidCap Fund
received in the Reorganization will be issued at net asset value, without a
sales charge and no CDSC will be imposed on any GMG Fund shares exchanged for
MidCap Fund shares as a result of the Reorganization. However, any CDSC that
applies to GMG Fund shares as of the date of the exchange will carry over to
MidCap Fund shares received in the Reorganization.
Shareholder Services - Both Funds also offer the following privileges:
(i) Right of Accumulation, (ii) Letter of Intent, (iii) reinvestment of
dividends and distributions at net asset value, (iv) net asset value
purchases by certain individuals and entities, (v) Asset Builder (automatic
investment) Plans, (vi) Automatic Withdrawal and Exchange Plans for
shareholders who own shares of the Funds valued at $5,000 or more, (vii)
AccountLink and PhoneLink arrangements, (viii) exchanges of shares for shares
of the same class of certain other funds at net asset value, and (ix)
telephone and Internet redemption and exchange privileges. GMG Fund also
offers wire redemptions of fund shares (for a fee); MidCap Fund does not
offer this feature. All of such services and privileges are subject to
amendment or termination at any time and are subject to the terms of the
Funds' respective prospectuses.
Dividends and Distributions - Both Funds intend to declare dividends
separately for each class of shares from net investment income on an annual
basis and to pay those dividends to shareholders in December on a date
selected by the Board of Trustees of each Fund. Dividends
and the distributions paid on Class A, Class B, Class C, Class N or Class Y
shares may vary over time, depending on market conditions, the composition of
the Funds' portfolios, and expenses borne by the particular class of shares.
Dividends paid on Class A and Class Y shares will generally be higher than
those paid on Class B, Class C and Class N shares. That is because of the
effect of the asset-based sales charge on Class B, Class C and Class N
shares. The Funds have no fixed dividend rates and there can be no guarantee
that either Fund will pay any dividends or distributions.
Either Fund may realize capital gains on the sale of portfolio
securities. If either does, it may make distributions out of any net
short-term or long-term capital gains in December of each year. The Funds
may make supplemental distributions of dividends and capital gains following
the end of their fiscal years.
VOTING INFORMATION
How many votes are necessary to approve the Reorganization Agreement?
The affirmative vote of the holders of a majority of the outstanding
voting securities (as defined in the Investment Company Act) of GMG Fund
voting in the aggregate and not by class is necessary to approve the
Reorganization Agreement and the transactions contemplated thereby. As
defined in the Investment Company Act, the vote of a majority of the
outstanding shares means the vote of (1) 67% or more of GMG Fund's
outstanding shares present at a meeting if the holders of more than 50% of
the outstanding shares of the Fund are present or represented by proxy; or
(2) more than 50% of the Fund's outstanding shares, whichever is less. Each
shareholder will be entitled to one vote for each full share, and a
fractional vote for each fractional share of GMG Fund held on the Record
Date. If sufficient votes to approve the proposal are not received by the
date of the Meeting, the Meeting may be adjourned to permit further
solicitation of proxies. The holders of a majority of shares entitled to
vote at the Meeting and present in person or by proxy (whether or not
sufficient to constitute a quorum) may adjourn the Meeting to permit further
solicitation of proxies.
How do I ensure my vote is accurately recorded?
You can vote in either of three ways:
o By mail, with the enclosed proxy card.
o In person at the Meeting.
o By telephone (please see the insert for instructions).
A proxy card is, in essence, a ballot. If you simply sign and date the
proxy but give no voting instructions, your shares will be voted in favor of
the Reorganization Agreement.
Votes may also be recorded by telephone. Shareholders must enter a
unique control number found on their respective proxy ballots before
providing voting instructions by telephone. After a shareholder provides his
or her voting instructions, those instructions are read back to the
shareholder and the shareholder must confirm his or her voting instructions
before disconnecting the telephone call. The voting procedures used in
connection with telephone voting are designed to reasonably authenticate the
identity of shareholders, to permit shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been properly recorded
Can I revoke my proxy?
Yes. You may revoke your proxy at any time before it is voted by (i)
writing to the Secretary of GMG Fund at 6803 South Tucson Way, Centennial,
Colorado 80112 (if received in time to be acted upon); (ii) attending the
Meeting and voting in person; or (iii) signing and returning a later-dated
proxy (if returned and received in time to be voted).
What other matters will be voted upon at the Meeting?
The Board of Trustees of GMG Fund does not intend to bring any matters
before the Meeting other than those described in this proxy. It is not aware
of any other matters to be brought before the Meeting by others. If any
other matters legally come before the Meeting, the proxy ballots confer
discretionary authority with respect to such matters, and it is the intention
of the persons named as attorneys-in-fact to vote proxies to vote in
accordance with their judgment in such matters.
Who is entitled to vote?
Shareholders of record of GMG Fund at the close of business on June 18,
2003 (the "record date") will be entitled to vote at the Meeting. On June
18, 2003, there were __________ outstanding shares of GMG Fund, consisting of
__________ Class A shares, _________ Class B shares, __________ Class C
shares, __________ Class N shares and _________ Class Y shares. On June 18,
2003, there were _________ outsanding shares of MidCap Fund, consisting of
_________ Class A shares, _________ Class B shares, __________ Class C
shares, __________ Class N shares and __________ Class Y shares. Under
relevant state law, proxies representing abstentions and broker non-votes
will be included for purposes of determining whether a quorum is present at
the Meeting. Shares owned of record by broker-dealers for the benefit of
their customers ("street account shares") will be voted by the broker-dealer
based on instructions received from its customers. If no instructions are
received, and the broker-dealer does not have discretionary power to vote
such street account shares under applicable stock exchange rules, the shares
represented thereby will be considered to be present at the Meeting for
purposes of only determining the quorum ("broker non-votes"). Because of the
need to obtain the above-described vote for the Reorganization proposal to
pass, broker non-votes will have the same effect as a vote "against" the
Proposal. For purposes of the Meeting, a majority of shares outstanding and
entitled to vote, present in person or represented by proxy, constitutes a
quorum. MidCap Fund shareholders do not vote on the Reorganization.
What other solicitations will be made?
GMG Fund will request broker-dealer firms, custodians, nominees and
fiduciaries to forward proxy material to the beneficial owners of the shares
of record, and may reimburse them for their reasonable expenses incurred in
connection with such proxy solicitation. In addition to solicitations by
mail, officers of GMG Fund or officers and employees of OppenheimerFunds
Services, without extra pay, may conduct additional solicitations personally
or by telephone or telegraph. Any expenses so incurred will be borne by
OppenheimerFunds Services. Proxies may also be solicited by a proxy
solicitation firm hired at GMG Fund's expense. If a proxy solicitation firm
is hired, it is anticipated that the cost of engaging a proxy solicitation
firm would not exceed $17,000, plus the additional costs which would be
incurred in connection with contacting those shareholders who have not voted,
in the event of a need for resolicitation of votes.
Are there any appraisal rights?
No. Under the 1940 Act, shareholders do not have rights of appraisal
as a result of the Reorganization. Although appraisal rights are
unavailable, you have the right to redeem your shares at net asset value
until the Valuation Date for the Reorganization. After the closing date, you
may redeem your new MidCap Fund shares or exchange them into shares of
certain other funds in the OppenheimerFunds family of mutual funds, subject
to the terms of the prospectuses of both funds.
Shares owned of record by broker-dealers for the benefit of their
customers ("street account shares") will be voted by the broker-dealer based
on instructions received from its customers. If no instructions are received,
and the broker-dealer does not have discretionary power to vote such street
account shares under applicable stock exchange rules, the shares represented
thereby will be considered to be present at the Meeting for purposes of only
determining the quorum ("broker non-votes"). Because of the need to obtain a
vote of the majority of the outstanding voting securities for the
Reorganization proposal to pass, abstentions and broker non-votes will have
the same effect as a vote "against" the Proposal.
INFORMATION ABOUT MIDCAP FUND
Information about MidCap Fund is included in MidCap Fund's Prospectus
dated December 23, 2002, which is attached to and considered a part of this
Proxy Statement and Prospectus. Additional information about MidCap Fund is
included the Fund's Statement of Additional Information dated December 23,
2002, the Annual Report dated October 31, 2002 and the succeeding Semi-Annual
Report dated April 30, 2003, which have been filed with the SEC and are
incorporated herein by reference. You may request a free copy of these
materials and other information by calling 1.800.708.7780 or by writing to
MidCap Fund at OppenheimerFunds Services, P.O. Box 5270, Denver, CO
80217-5270. MidCap Fund also files proxy materials, reports and other
information with the SEC in accordance with the informational requirements of
the Securities and Exchange Act of 1934 and the 1940 Act. These materials
can be inspected and copied at: the SEC's Public Reference Room in
Washington, D.C. (Phone: 1.202.942.8090) or the EDGAR database on the SEC's
Internet website at www.sec.gov. Copies may be obtained upon payment of a
duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
INFORMATION ABOUT GMG FUND
Information about GMG Fund is included in the current GMG Fund
Prospectus dated March 28, 2003, as supplemented May 7, 2003. This document
has been filed with the SEC and is incorporated herein by reference.
Additional information about GMG Fund is also included in the Fund's
Statement of Additional Information dated March 28, 2003, the Annual Report
dated November 30, 2002 and the succeeding Semi-Annual Report dated May 31,
2003, which have been filed with the SEC and are incorporated herein by
reference. You may request free copies of these or other documents relating
to GMG Fund by calling 1.800.708.7780 or by writing to OppenheimerFunds
Services, P.O. Box 5270, Denver, CO 80217-5270. Reports and other
information filed by GMG Fund can be inspected and copied at: the SEC's
Public Reference Room in www.sec.gov. Copies may be obtained upon payment of
a duplicating fee by electronic request at the SEC's e-mail address:
publicinfo@sec.gov or by writing to the SEC's Public Reference Section,
Washington, D.C. 20549-0102.
PRINCIPAL SHAREHOLDERS
As of June 18, 2003, the officers and Trustees of GMG Fund, as a group,
owned less than 1% of the outstanding voting shares of GMG Fund. As of June
18, 2003, the only persons who owned of record or was known by GMG Fund to
own beneficially or of record 5% or more of any class of the Fund's
outstanding shares were as follows:
5% Shareholder information will be updated
------------------------------------------
As of June 18, 2003, the officers and Trustees of MidCap Fund, as a
group, owned less than 1% of the outstanding voting shares of MidCap Fund.
As of June 18, 2003, the only persons who owned of record or was known by
MidCap Fund to own beneficially or of record 5% or more of any class of the
Fund's outstanding shares were as follows:
5% Shareholder information will be updated
------------------------------------------
By Order of the Board of Trustees
Robert G. Zack, Secretary
July 7, 2003
Appendix to Prospectus and Proxy Statement of
Oppenheimer Select Managers Gartmore Millennium Growth Fund II
Graphic material included in the Prospectus of Oppenheimer Select
Managers Gartmore Millennium Growth Fund II under the heading "Annual Total
Returns (Class A) (as of 12/31 each year)":
A bar chart will be included in the Prospectus of the Fund depicting
the annual total returns of a hypothetical investment in Class A shares of
the Fund for the calendar year ended 12/31/02, without deducting sales
charges. Set forth below is the relevant data point that will appear on the
bar chart.
Calendar Oppenheimer Select Managers Gartmore
Year Millennium Growth Fund II
Ended Class A Shares
- ----- --------------
12/31/02 -29.45%
Appendix to Prospectus and Proxy Statement of
Oppenheimer MidCap Fund
Graphic material included in the Prospectus of Oppenheimer MidCap Fund
under the heading "Annual Total Returns (Class A) (as of 12/31 each year)":
A bar chart will be included in the Prospectus of the Fund depicting
the annual total returns of a hypothetical investment in Class A shares of
the Fund for its five most recent calendar years, without deducting sales
charges. Set forth below are the relevant data points that will appear on the
bar chart.
Calendar
Year Oppenheimer MidCap Fund
Ended Class A Shares
- ----- --------------
12/31/98 29.76%
12/31/99 94.87%
12/31/00 -10.84%
12/31/01 -34.13%
12/31/02 -27.63%
EXHIBITS TO THE COMBINED PROXY
STATEMENT AND PROSPECTUS
Exhibit
- -------
A Agreement and Plan of Reorganization between Oppenheimer Select Managers
Gartmore Millennium Growth Fund II and Oppenheimer MidCap Fund
B Principal Shareholders
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") dated as of
April 28, 2003 by and between Oppenheimer Select Managers Gartmore Millennium
Growth Fund II ("GMG Fund"), a Massachusetts business trust and Oppenheimer
MidCap Fund ("MidCap Fund"), a Massachusetts business trust.
W I T N E S S E T H:
WHEREAS, the parties are each open-end investment companies of the
management type; and
WHEREAS, the parties hereto desire to provide for the reorganization
pursuant to Section 368(a)(1) of the Internal Revenue Code of 1986, as
amended (the "Code"), of GMG Fund through the acquisition by MidCap Fund of
substantially all of the assets of GMG Fund in exchange for the voting shares
of beneficial interest ("shares") of Class A, Class B, Class C, Class N and
Class Y shares of MidCap Fund and the assumption by MidCap Fund of certain
liabilities of GMG Fund, for which Class A, Class B, Class C, Class N and
Class Y shares of MidCap Fund are to be distributed by GMG Fund pro rata to
its shareholders in complete liquidation of GMG Fund and complete
cancellation of its shares;
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto agree as follows:
1. The parties hereto hereby adopt this Agreement and Plan of
Reorganization (the "Agreement") pursuant to Section 368(a)(1) of the Code as
follows: The reorganization will be comprised of the acquisition by MidCap
Fund of substantially all of the assets of GMG Fund in exchange for Class A,
Class B, Class C, Class N and Class Y shares of MidCap Fund and the
assumption by MidCap Fund of certain liabilities of GMG Fund, followed by the
distribution of such Class A, Class B, Class C, Class N and Class Y shares of
MidCap Fund to the Class A, Class B, Class C, Class N and Class Y
shareholders of GMG Fund in exchange for their Class A, Class B, Class C,
Class N and Class Y shares of GMG Fund, all upon and subject to the terms of
the Agreement hereinafter set forth.
The share transfer books of GMG Fund will be permanently closed at the
close of business on the Valuation Date (as hereinafter defined) and only
redemption requests received in proper form on or prior to the close of
business on the Valuation Date shall be fulfilled by GMG Fund; redemption
requests received by GMG Fund after that date shall be treated as requests
for the redemption of the shares of MidCap Fund to be distributed to the
shareholder in question as provided in Section 5 hereof.
2. On the Closing Date (as hereinafter defined), all of the assets of GMG
Fund on that date, excluding a cash reserve (the "cash reserve") to be
retained by GMG Fund sufficient in its discretion for the payment of the
expenses of GMG Fund's dissolution and its liabilities, but not in excess of
the amount contemplated by Section 10E, shall be delivered as provided in
Section 8 to MidCap Fund, in exchange for and against delivery to GMG Fund on
the Closing Date of a number of Class A, Class B, Class C, Class N and Class
Y shares of MidCap Fund, having an aggregate net asset value equal to the
value of the assets of GMG Fund so transferred and delivered.
3. The net asset value of Class A, Class B, Class C, Class N and Class Y
shares of MidCap Fund and the value of the assets of GMG Fund to be
transferred shall in each case be determined as of the close of business of
The New York Stock Exchange on the Valuation Date. The computation of the net
asset value of the Class A, Class B, Class C, Class N and Class Y shares of
MidCap Fund and the Class A, Class B, Class C, Class N and Class Y shares of
GMG Fund shall be done in the manner used by MidCap Fund and GMG Fund,
respectively, in the computation of such net asset value per share as set
forth in their respective prospectuses. The methods used by MidCap Fund in
such computation shall be applied to the valuation of the assets of GMG Fund
to be transferred to MidCap Fund.
GMG Fund shall declare and pay, immediately prior to the Valuation Date,
a dividend or dividends which, together with all previous such dividends,
shall have the effect of distributing to GMG Fund's shareholders all of GMG
Fund's investment company taxable income for taxable years ending on or prior
to the Closing Date (computed without regard to any dividends paid) and all
of its net capital gain, if any, realized in taxable years ending on or prior
to the Closing Date (after reduction for any capital loss carry-forward).
4. The closing (the "Closing") shall be at the offices of
OppenheimerFunds, Inc. (the "Agent"), 6803 S Tucson Way, Centennial, CO
80112, on such time or such other place as the parties may designate or as
provided below (the "Closing Date"). The business day preceding the Closing
Date is herein referred to as the "Valuation Date."
In the event that on the Valuation Date either party has, pursuant to the
Investment Company Act of 1940, as amended (the "Act"), or any rule,
regulation or order thereunder, suspended the redemption of its shares or
postponed payment therefore, the Closing Date shall be postponed until the
first business day after the date when both parties have ceased such
suspension or postponement; provided, however, that if such suspension shall
continue for a period of 60 days beyond the Valuation Date, then the other
party to the Agreement shall be permitted to terminate the Agreement without
liability to either party for such termination.
5. In conjunction with the Closing, GMG Fund shall distribute on a pro
rata basis to the shareholders of GMG Fund as of the Valuation Date Class A,
Class B, Class C, Class N and Class Y shares of MidCap Fund received by GMG
Fund on the Closing Date in exchange for the assets of GMG Fund in complete
liquidation of GMG Fund; for the purpose of the distribution by GMG Fund of
Class A, Class B, Class C, Class N and Class Y shares of MidCap Fund to GMG
Fund's shareholders, MidCap Fund will promptly cause its transfer agent to:
(a) credit an appropriate number of Class A, Class B, Class C, Class N and
Class Y shares of MidCap Fund on the books of MidCap Fund to each Class A,
Class B, Class C, Class N and Class shareholder of GMG Fund in accordance
with a list (the "Shareholder List") of GMG Fund shareholders received from
GMG Fund; and (b) confirm an appropriate number of Class A, Class B, Class C,
Class N and Class Y shares of MidCap Fund to each Class A, Class B, Class C,
Class N and Class Y shareholder of GMG Fund; certificates for Class A shares
of MidCap Fund will be issued upon written request of a former shareholder of
GMG Fund but only for whole shares, with fractional shares credited to the
name of the shareholder on the books of MidCap Fund and only after any share
certificates for GMG Fund are returned to the transfer agent.
The Shareholder List shall indicate, as of the close of business on the
Valuation Date, the name and address of each shareholder of GMG Fund,
indicating his or her share balance. GMG Fund agrees to supply the
Shareholder List to MidCap Fund not later than the Closing Date.
Shareholders of GMG Fund holding certificates representing their shares shall
not be required to surrender their certificates to anyone in connection with
the reorganization. After the Closing Date, however, it will be necessary
for such shareholders to surrender their certificates in order to redeem,
transfer or pledge the shares of MidCap Fund which they received.
6. Within one year after the Closing Date, GMG Fund shall (a) either pay
or make provision for payment of all of its liabilities and taxes, and (b)
either (i) transfer any remaining amount of the cash reserve to MidCap Fund,
if such remaining amount (as reduced by the estimated cost of distributing it
to shareholders) is not material (as defined below) or (ii) distribute such
remaining amount to the shareholders of GMG Fund on the Valuation Date. Such
remaining amount shall be deemed to be material if the amount to be
distributed, after deduction of the estimated expenses of the distribution,
equals or exceeds one cent per share of GMG Fund outstanding on the Valuation
Date.
7. Prior to the Closing Date, there shall be coordination between the
parties as to their respective portfolios so that, after the Closing, MidCap
Fund will be in compliance with all of its investment policies and
restrictions. At the Closing, GMG Fund shall deliver to MidCap Fund two
copies of a list setting forth the securities then owned by GMG Fund.
Promptly after the Closing, GMG Fund shall provide to MidCap Fund a list
setting forth the respective federal income tax bases thereof.
8. Portfolio securities or written evidence acceptable to MidCap Fund of
record ownership thereof by The Depository Trust Company or through the
Federal Reserve Book Entry System or any other depository approved by GMG
Fund pursuant to Rule 17f-4 and Rule 17f-5 under the Act shall be endorsed
and delivered, or transferred by appropriate transfer or assignment
documents, by GMG Fund on the Closing Date to MidCap Fund, or at its
direction, to its custodian bank, in proper form for transfer in such
condition as to constitute good delivery thereof in accordance with the
custom of brokers and shall be accompanied by all necessary state transfer
stamps, if any. The cash delivered shall be in the form of certified or bank
cashiers' checks or by bank wire or intra-bank transfer payable to the order
of MidCap Fund for the account of MidCap Fund. Class A, Class B, Class C,
Class N and Class Y shares of MidCap Fund representing the number of Class A,
Class B, Class C, Class N and Class Y shares of MidCap Fund being delivered
against the assets of GMG Fund, registered in the name of GMG Fund, shall be
transferred to GMG Fund on the Closing Date. Such shares shall thereupon be
assigned by GMG Fund to its shareholders so that the shares of MidCap Fund
may be distributed as provided in Section 5.
If, at the Closing Date, GMG Fund is unable to make delivery under this
Section 8 to MidCap Fund of any of its portfolio securities or cash for the
reason that any of such securities purchased by GMG Fund, or the cash
proceeds of a sale of portfolio securities, prior to the Closing Date have
not yet been delivered to it or GMG Fund's custodian, then the delivery
requirements of this Section 8 with respect to said undelivered securities or
cash will be waived and GMG Fund will deliver to MidCap Fund by or on the
Closing Date with respect to said undelivered securities or cash executed
copies of an agreement or agreements of assignment in a form reasonably
satisfactory to MidCap Fund, together with such other documents, including a
due bill or due bills and brokers' confirmation slips as may reasonably be
required by MidCap Fund.
9. MidCap Fund shall not assume the liabilities (except for portfolio
securities purchased which have not settled and for shareholder redemption
and dividend checks outstanding) of GMG Fund, but GMG Fund will,
nevertheless, use its best efforts to discharge all known liabilities, so far
as may be possible, prior to the Closing Date. The cost of printing and
mailing the proxies and proxy statements will be borne by GMG Fund. GMG Fund
and MidCap Fund will bear the cost of their respective tax opinions. Any
documents such as existing prospectuses or annual reports that are included
in that mailing will be a cost of the Fund issuing the document. Any other
out-of-pocket expenses of MidCap Fund and GMG Fund associated with this
reorganization, including legal, accounting and transfer agent expenses, will
be borne by GMG Fund and MidCap Fund, respectively, in the amounts so
incurred by each.
10. The obligations of MidCap Fund hereunder shall be subject to the
following conditions:
A. The Board of Trustees of GMG Fund shall have authorized the execution
of the Agreement, and the shareholders of GMG Fund shall have approved the
Agreement and the transactions contemplated hereby, and GMG Fund shall have
furnished to MidCap Fund copies of resolutions to that effect certified by
the Secretary or the Assistant Secretary of GMG Fund; such shareholder
approval shall have been by the affirmative vote required by the
Massachusetts Law and its charter documents at a meeting for which proxies
have been solicited by the Proxy Statement and Prospectus (as hereinafter
defined).
B. MidCap Fund shall have received an opinion dated as of the Closing
Date from counsel to GMG Fund, to the effect that (i) GMG Fund is a business
trust duly organized, validly existing and in good standing under the laws of
the State of Massachusetts with full corporate powers to carry on its
business as then being conducted and to enter into and perform the Agreement;
and (ii) that all action necessary to make the Agreement, according to its
terms, valid, binding and enforceable on GMG Fund and to authorize
effectively the transactions contemplated by the Agreement have been taken by
GMG Fund. Massachusetts counsel may be relied upon for this opinion.
C. The representations and warranties of GMG Fund contained herein shall
be true and correct at and as of the Closing Date, and MidCap Fund shall have
been furnished with a certificate of the President, or a Vice President, or
the Secretary or the Assistant Secretary or the Treasurer or the Assistant
Treasurer of GMG Fund, dated as of the Closing Date, to that effect.
D. On the Closing Date, GMG Fund shall have furnished to MidCap Fund a
certificate of the Treasurer or Assistant Treasurer of GMG Fund as to the
amount of the capital loss carry-over and net unrealized appreciation or
depreciation, if any, with respect to GMG Fund as of the Closing Date.
E. The cash reserve shall not exceed 10% of the value of the net assets,
nor 30% in value of the gross assets, of GMG Fund at the close of business on
the Valuation Date.
F. A Registration Statement on Form N-14 filed by MidCap Fund under the
Securities Act of 1933, as amended (the "1933 Act"), containing a preliminary
form of the Proxy Statement and Prospectus, shall have become effective under
the 1933 Act.
G. On the Closing Date, MidCap Fund shall have received a letter from
Robert G. Zack or other senior executive officer of OppenheimerFunds, Inc.
acceptable to MidCap Fund, stating that nothing has come to his or her
attention which in his or her judgment would indicate that as of the Closing
Date there were any material, actual or contingent liabilities of GMG Fund
arising out of litigation brought against GMG Fund or claims asserted against
it, or pending or to the best of his or her knowledge threatened claims or
litigation not reflected in or apparent from the most recent audited
financial statements and footnotes thereto of GMG Fund delivered to MidCap
Fund. Such letter may also include such additional statements relating to
the scope of the review conducted by such person and his or her
responsibilities and liabilities as are not unreasonable under the
circumstances.
H. MidCap Fund shall have received an opinion, dated as of the Closing
Date, of Deloitte & Touche LLP (or an appropriate substitute tax expert), to
the same effect as the opinion contemplated by Section 11.E. of the Agreement.
I. MidCap Fund shall have received at the Closing all of the assets of GMG
Fund to be conveyed hereunder, which assets shall be free and clear of all
liens, encumbrances, security interests, restrictions and limitations
whatsoever.
11. The obligations of GMG Fund hereunder shall be subject to the
following conditions:
A. The Board of Trustees of MidCap Fund shall have authorized the
execution of the Agreement, and the transactions contemplated thereby, and
MidCap Fund shall have furnished to GMG Fund copies of resolutions to that
effect certified by the Secretary or the Assistant Secretary of MidCap Fund.
B. GMG Fund's shareholders shall have approved the Agreement and the
transactions contemplated hereby, by an affirmative vote required by the
Massachusetts Law and its charter documents and GMG Fund shall have furnished
MidCap Fund copies of resolutions to that effect certified by the Secretary
or an Assistant Secretary of GMG Fund.
C. GMG Fund shall have received an opinion dated as of the Closing Date
from counsel to MidCap Fund, to the effect that (i) MidCap Fund is a business
trust duly organized, validly existing and in good standing under the laws of
the Commonwealth of Massachusetts with full powers to carry on its business
as then being conducted and to enter into and perform the Agreement; (ii) all
actions necessary to make the Agreement, according to its terms, valid,
binding and enforceable upon MidCap Fund and to authorize effectively the
transactions contemplated by the Agreement have been taken by MidCap Fund;
and (iii) the shares of MidCap Fund to be issued hereunder are duly
authorized and when issued will be validly issued, fully-paid and
non-assessable, except as set forth under "Shareholder and Trustee Liability"
in MidCap Fund's Statement of Additional Information. Massachusetts counsel
may be relied upon for this opinion.
D. The representations and warranties of MidCap Fund contained herein
shall be true and correct at and as of the Closing Date, and GMG Fund shall
have been furnished with a certificate of the President, a Vice President or
the Secretary or the Assistant Secretary or the Treasurer or the Assistant
Treasurer of the Trust to that effect dated as of the Closing Date.
E. GMG Fund shall have received an opinion of Deloitte & Touche LLP to
the effect that the federal tax consequences of the transaction, if carried
out in the manner outlined in the Agreement and in accordance with (i) GMG
Fund's representation that there is no plan or intention by any GMG Fund
shareholder who owns 5% or more of GMG Fund's outstanding shares, and, to GMG
Fund's best knowledge, there is no plan or intention on the part of the
remaining GMG Fund shareholders, to redeem, sell, exchange or otherwise
dispose of a number of MidCap Fund shares received in the transaction that
would reduce GMG Fund shareholders' ownership of MidCap Fund shares to a
number of shares having a value, as of the Closing Date, of less than 50% of
the value of all of the formerly outstanding GMG Fund shares as of the same
date, and (ii) the representation by each of GMG Fund and MidCap Fund that,
as of the Closing Date, GMG Fund and MidCap Fund will qualify as regulated
investment companies or will meet the diversification test of Section
368(a)(2)(F)(ii) of the Code, will be as follows:
1. The transactions contemplated by the Agreement will qualify as a
tax-free "reorganization" within the meaning of Section 368(a)(1) of the
Code, and under the regulations promulgated thereunder.
2. GMG Fund and MidCap Fund will each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2) of the Code.
3. No gain or loss will be recognized by the shareholders of GMG
Fund upon the distribution of Class A, Class B, Class N and Class Y shares of
beneficial interest in MidCap Fund to the shareholders of GMG Fund pursuant
to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be
recognized by GMG Fund by reason of the transfer of substantially all its
assets in exchange for Class A, Class B, Class C, Class N and Class Y shares
of MidCap Fund.
5. Under Section 1032 of the Code no gain or loss will be recognized
by MidCap Fund by reason of the transfer of substantially all of GMG Fund's
assets in exchange for Class A, Class B, Class C, Class N and Class Y shares
of MidCap Fund and MidCap Fund's assumption of certain liabilities of GMG
Fund.
6. The shareholders of GMG Fund will have the same tax basis and
holding period for the Class A, Class B, Class C, Class N and Class Y shares
of beneficial interest in MidCap Fund that they receive as they had for GMG
Fund shares that they previously held, pursuant to Section 358(a) and
1223(1), respectively, of the Code.
7. The securities transferred by GMG Fund to MidCap Fund will have
the same tax basis and holding period in the hands of MidCap Fund as they had
for GMG Fund, pursuant to Section 362(b) and 1223(1), respectively, of the
Code.
F. The cash reserve shall not exceed 10% of the value of the net
assets, nor 30% in value of the gross assets, of GMG Fund at the close of
business on the Valuation Date.
G. A Registration Statement on Form N-14 filed by MidCap Fund under the
1933 Act, containing a preliminary form of the Proxy Statement and
Prospectus, shall have become effective under the 1933 Act.
H. On the Closing Date, GMG Fund shall have received a letter from
Robert G. Zack or other senior executive officer of OppenheimerFunds, Inc.
acceptable to GMG Fund, stating that nothing has come to his or her attention
which in his or her judgment would indicate that as of the Closing Date there
were any material, actual or contingent liabilities of MidCap Fund arising
out of litigation brought against MidCap Fund or claims asserted against it,
or pending or, to the best of his or her knowledge, threatened claims or
litigation not reflected in or apparent by the most recent audited financial
statements and footnotes thereto of MidCap Fund delivered to GMG Fund. Such
letter may also include such additional statements relating to the scope of
the review conducted by such person and his or her responsibilities and
liabilities as are not unreasonable under the circumstances.
I. GMG Fund shall acknowledge receipt of the Class A, Class B, Class C,
Class N and Class Y shares of MidCap Fund.
12. GMG Fund hereby represents and warrants that:
A. The audited financial statements of GMG Fund as of November 30, 2002
and unaudited financial statements as of May 31, 2003 heretofore furnished to
MidCap Fund, present fairly the financial position, results of operations,
and changes in net assets of GMG Fund as of that date, in conformity with
generally accepted accounting principles applied on a basis consistent with
the preceding year; and that from May 31, 2003 through the date hereof there
have not been, and through the Closing Date there will not be, any material
adverse change in the business or financial condition of GMG Fund, it being
agreed that a decrease in the size of GMG Fund due to a diminution in the
value of its portfolio and/or redemption of its shares shall not be
considered a material adverse change;
B. Contingent upon approval of the Agreement and the transactions
contemplated thereby by GMG Fund's shareholders, GMG Fund has authority to
transfer all of the assets of GMG Fund to be conveyed hereunder free and
clear of all liens, encumbrances, security interests, restrictions and
limitations whatsoever;
C. The Prospectus, as amended and supplemented, contained in GMG Fund's
Registration Statement under the 1933 Act, as amended, is true, correct and
complete, conforms to the requirements of the 1933 Act and does not contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading. The Registration Statement, as amended, was, as of the date of
the filing of the last Post-Effective Amendment, true, correct and complete,
conformed to the requirements of the 1933 Act and did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading;
D. There is no material contingent liability of GMG Fund and no
material claim and no material legal, administrative or other proceedings
pending or, to the knowledge of GMG Fund, threatened against GMG Fund, not
reflected in such Prospectus;
E. Except for the Agreement, there are no material contracts
outstanding to which GMG Fund is a party other than those ordinary in the
conduct of its business;
F. GMG Fund is a Massachusetts business trust duly organized, validly
existing and in good standing under the laws of the State of Massachusetts;
and has all necessary and material Federal and state authorizations to own
all of its assets and to carry on its business as now being conducted; and
GMG Fund is duly registered under the Act and such registration has not been
rescinded or revoked and is in full force and effect;
G. All federal and other tax returns and reports of GMG Fund required
by law to be filed have been filed, and all federal and other taxes shown due
on said returns and reports have been paid or provision shall have been made
for the payment thereof and to the best of the knowledge of GMG Fund no such
return is currently under audit and no assessment has been asserted with
respect to such returns; and
H. GMG Fund has elected that GMG Fund be treated as a regulated
investment company and, for each fiscal year of its operations, GMG Fund has
met the requirements of Subchapter M of the Code for qualification and
treatment as a regulated investment company and GMG Fund intends to meet such
requirements with respect to its current taxable year.
13. MidCap Fund hereby represents and warrants that:
A. The audited financial statements of MidCap Fund as of October 31, 2002
and unaudited financial statements as of April 30, 2003 heretofore furnished
to GMG Fund, present fairly the financial position, results of operations,
and changes in net assets of MidCap Fund, as of that date, in conformity with
generally accepted accounting principles applied on a basis consistent with
the preceding year; and that from April 30, 2003 through the date hereof
there have not been, and through the Closing Date there will not be, any
material adverse changes in the business or financial condition of MidCap
Fund, it being understood that a decrease in the size of MidCap Fund due to a
diminution in the value of its portfolio and/or redemption of its shares
shall not be considered a material or adverse change;
B. The Prospectus, as amended and supplemented, contained in MidCap Fund's
Registration Statement under the 1933 Act, is true, correct and complete,
conforms to the requirements of the 1933 Act and does not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading.
The Registration Statement, as amended, was, as of the date of the filing of
the last Post-Effective Amendment, true, correct and complete, conformed to
the requirements of the 1933 Act and did not contain any untrue statement of
a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading;
C. Except for this Agreement, there is no material contingent liability
of MidCap Fund and no material claim and no material legal, administrative or
other proceedings pending or, to the knowledge of MidCap Fund, threatened
against MidCap Fund, not reflected in such Prospectus;
D. There are no material contracts outstanding to which MidCap Fund is
a party other than those ordinary in the conduct of its business;
E. MidCap Fund is a business trust duly organized, validly existing and in
good standing under the laws of the Commonwealth of Massachusetts; MidCap Fund
has all necessary and material federal and state authorizations to own all its
properties and assets and to carry on its business as now being conducted; the
Class A, Class B, Class C, Class N and Class Y shares of MidCap Fund which it
issues to GMG Fund pursuant to the Agreement will be duly authorized, validly
issued, fully-paid and non-assessable, except as set forth under "Shareholder
& Trustee Liability" in MidCap Fund's Statement of Additional Information,
will conform to the description thereof contained in MidCap Fund's Registration
Statement and will be duly registered under the 1933 Act and in the states where
registration is required; and MidCap Fund is duly registered under the Act and
such registration has not been revoked or rescinded and is in full force and
effect;
F. All federal and other tax returns and reports of MidCap Fund
required by law to be filed have been filed, and all federal and other taxes
shown due on said returns and reports have been paid or provision shall have
been made for the payment thereof and to the best of the knowledge of MidCap
Fund, no such return is currently under audit and no assessment has been
asserted with respect to such returns and to the extent such tax returns with
respect to the taxable year of MidCap Fund ended October 31, 2002 have not
been filed, such returns will be filed when required and the amount of tax
shown as due thereon shall be paid when due;
G. MidCap Fund has elected to be treated as a regulated investment
company and, for each fiscal year of its operations, MidCap Fund has met the
requirements of Subchapter M of the Code for qualification and treatment as a
regulated investment company and MidCap Fund intends to meet such
requirements with respect to its current taxable year;
H. MidCap Fund has no plan or intention (i) to dispose of any of the
assets transferred by GMG Fund, other than in the ordinary course of
business, or (ii) to redeem or reacquire any of the Class A, Class B, Class
C, Class N and Class Y shares issued by it in the reorganization other than
pursuant to valid requests of shareholders; and
I. After consummation of the transactions contemplated by the
Agreement, MidCap Fund intends to operate its business in a substantially
unchanged manner.
14. Each party hereby represents to the other that no broker or
finder has been employed by it with respect to the Agreement or the
transactions contemplated hereby. Each party also represents and warrants to
the other that the information concerning it in the Proxy Statement and
Prospectus will not as of its date contain any untrue statement of a material
fact or omit to state a fact necessary to make the statements concerning it
therein not misleading and that the financial statements concerning it will
present the information shown fairly in accordance with generally accepted
accounting principles applied on a basis consistent with the preceding year.
Each party also represents and warrants to the other that the Agreement is
valid, binding and enforceable in accordance with its terms and that the
execution, delivery and performance of the Agreement will not result in any
violation of, or be in conflict with, any provision of any charter, by-laws,
contract, agreement, judgment, decree or order to which it is subject or to
which it is a party. MidCap Fund hereby represents to and covenants with GMG
Fund that, if the reorganization becomes effective, MidCap Fund will treat
each shareholder of GMG Fund who received any of MidCap Fund's shares as a
result of the reorganization as having made the minimum initial purchase of
shares of MidCap Fund received by such shareholder for the purpose of making
additional investments in shares of MidCap Fund, regardless of the value of
the shares of MidCap Fund received.
15. MidCap Fund agrees that it will prepare and file a Registration
Statement on Form N-14 under the 1933 Act which shall contain a preliminary
form of proxy statement and prospectus contemplated by Rule 145 under the
1933 Act. The final form of such proxy statement and prospectus is referred
to in the Agreement as the "Proxy Statement and Prospectus." Each party
agrees that it will use its best efforts to have such Registration Statement
declared effective and to supply such information concerning itself for
inclusion in the Proxy Statement and Prospectus as may be necessary or
desirable in this connection. GMG Fund covenants and agrees to liquidate and
dissolve under the laws of the State of Massachusetts, following the Closing,
and, upon Closing, to cause the cancellation of its outstanding shares.
16. The obligations of the parties shall be subject to the right of
either party to abandon and terminate the Agreement for any reason and there
shall be no liability for damages or other recourse available to a party not
so terminating this Agreement, provided, however, that in the event that a
party shall terminate this Agreement without reasonable cause, the party so
terminating shall, upon demand, reimburse the party not so terminating for
all expenses, including reasonable out-of-pocket expenses and fees incurred
in connection with this Agreement.
17. The Agreement may be executed in several counterparts, each of
which shall be deemed an original, but all taken together shall constitute
one Agreement. The rights and obligations of each party pursuant to the
Agreement shall not be assignable.
18. All prior or contemporaneous agreements and representations are
merged into the Agreement, which constitutes the entire contract between the
parties hereto. No amendment or modification hereof shall be of any force
and effect unless in writing and signed by the parties and no party shall be
deemed to have waived any provision herein for its benefit unless it executes
a written acknowledgment of such waiver.
19. MidCap Fund understands that the obligations of GMG Fund under
the Agreement are not binding upon any Trustee or shareholder of GMG Fund
personally, but bind only GMG Fund and GMG Fund's property. MidCap Fund
represents that it has notice of the provisions of the Declaration of Trust
of GMG Fund disclaiming shareholder and trustee liability for acts or
obligations of GMG Fund.
20. GMG Fund understands that the obligations of MidCap Fund under
the Agreement are not binding upon any trustee or shareholder of MidCap Fund
personally, but bind only MidCap Fund and MidCap Fund's property. GMG Fund
represents that it has notice of the provisions of the Declaration of Trust
of MidCap Fund disclaiming shareholder and trustee liability for acts or
obligations of MidCap Fund.
IN WITNESS WHEREOF, each of the parties has caused the Agreement to be
executed and attested by its officers thereunto duly authorized on the date
first set forth above.
OPPENHEIMER SELECT MANAGERS
GARTMORE MILLENNIUM GROWTH
FUND II
By: ______________________
Robert G. Zack
Vice President and
Secretary
OPPENHEIMER MIDCAP FUND
By: ______________________
Robert G. Zack
Secretary
EXHIBIT B
PRINCIPAL SHAREHOLDERS
A. Major Shareholders of MidCap Fund. As of June 18, 2003, the only
persons who owned of record or who were known by MidCap Fund to own
beneficially 5% or more of any class of that Fund's outstanding shares,
and their holdings of that class as of that date, were the following:
[TBS]
B. Major Shareholders of GMG Fund. As of June 18, 2003, the only persons
who owned of record or who were known by GMG Fund to own beneficially 5%
or more of any class of that Fund's outstanding shares, and their holdings
of that class as of that date, were the following:
[TBS]
STATEMENT OF ADDITIONAL INFORMATION
TO PROSPECTUS AND PROXY STATEMENT
PART B
Acquisition of the Assets of the
OPPENHEIMER SELECT MANAGERS GARTMORE MILLENNIUM GROWTH FUND II
By and in exchange for Shares of the
OPPENHEIMER MIDCAP FUND
This Statement of Additional Information to this Prospectus and Proxy
Statement (the "SAI") relates specifically to the proposed delivery of
substantially all of the assets of Oppenheimer Select Managers Gartmore
Millennium Growth Fund II ("GMG Fund") for shares of Oppenheimer MidCap Fund
("MidCap Fund").
This SAI consists of this Cover Page and the following documents: (i)
audited financial statements for the 12-month period ended November 30, 2002,
and financial statements for the six-month period ended May 31, 2003,
respectively of GMG Fund; (ii) audited financial statements for the 12-month
period ended October 31, 2002, and financial statements for the six-month
period ended April 30, 2003, respectively of MidCap Fund; (iii) the
Prospectus of GMG Fund dated March 28, 2003, as supplemented May 7, 2003 (iv)
the Statement of Additional Information of GMG Fund dated March 28, 2003; and
(v) the Statement of Additional Information of MidCap Fund dated December 23,
2002, as supplemented February 11, 2003.
This SAI is not a Prospectus; you should read this SAI in conjunction
with the Prospectus and Proxy Statement dated July 7, 2003, relating to the
above-referenced transaction. You can request a copy of the Prospectus and
Proxy Statement by calling 1.800.708.7780 or by writing OppenheimerFunds
Services at P.O. Box 5270, Denver, Colorado 80217. The date of this SAI is
July 7, 2003.
OPPENHEIMER MIDCAP GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
- -------------------------
Reference is made to the provisions of Article Seventh of Registrant's
Amended and Restated Declaration of Trust, filed by cross-reference to
Exhibit 16(1) to this Registration Statement, and incorporated herein by
reference.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to trustees, officers and controlling persons of
Registrant pursuant to the foregoing provisions or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
Item 16. Exhibits
- ------------------
(1) Amended and Restated Declaration of Trust dated December 5, 2002:
Previously filed with Post-Effective Amendment No. 8 to Registrant's
registration statement, (Reg. No. 333-31533), 12/19/02, and
incorporated herein by reference.
(2) By-Laws dated 6/18/97: Previously filed with Registrant's Initial
registration statement (Reg. No. 333-31533), 7/18/97, and incorporated
herein by reference.
(3) N/A
(4) Agreement and Plan of Reorganization: See Exhibit A to Part A of the
Registration Statement.
(5) (i) Specimen Class A Share Certificate: Previously filed with
Registrant's Initial Registration Statement, (Reg. No. 333-31533),
7/18/97, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously filed with
Registrant's Initial Registration Statement, (Reg. No. 333-31533),
7/18/97, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously filed with
Registrant's Initial Registration Statement, (Reg. No. 333-31533),
7/18/97, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously filed with
Registrant's Post-Effective Amendment No. 5, (Reg. No. 333-31533),
12/6/00, and incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously filed with
Registrant's Initial Registration Statement, (Reg. No. 333-31533),
7/18/97, and incorporated herein by reference.
(6) Investment Advisory Agreement dated 11/17/97: Previously filed with
Registrant's Pre-Effective Amendment No. 2 (Reg. No. 333-31533),
11/3/97, and incorporated herein by reference.
(7) (i) General Distributor's Agreement dated 11/17/97, Previously filed
with Registrant's Pre-Effective Amendment No. 2 (Reg. No. 333-31533),
11/3/97, and incorporated herein by reference.
(ii) Form of Dealer Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.
(iii) Form of Broker Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.
(iv) Form of Agency Agreement of OppenheimerFunds Distributor, Inc.:
Previously filed with Post-Effective Amendment No. 45 to the
Registration Statement of Oppenheimer High Yield Fund (Reg. No.
2-62076), 10/26/01, and incorporated herein by reference.
(v) Form of Trust Company Fund/SERV Purchase Agreement of
OppenheimerFunds Distributor, Inc.: Previously filed with
Post-Effective Amendment No. 45 to the Registration Statement of
Oppenheimer High Yield Fund (Reg. No. 2-62076), 10/26/01, and
incorporated herein by reference.
(vi) Form of Trust Company Agency Agreement of OppenheimerFunds
Distributor, Inc.: Previously filed with Post-Effective Amendment No.
45 to the Registration Statement of Oppenheimer High Yield Fund (Reg.
No. 2-62076), 10/26/01, and incorporated herein by reference.
(8) Form of Deferred Compensation Plans for Disinterested
Trustees/Directors:
Form of Deferred Compensation Plan for Disinterested
Trustees/Directors: Previously filed with Post-Effective Amendment No.
43 to the Registration Statement of Oppenheimer Quest For Value Funds
(Reg. No. 333-31533), 12/21/98, and incorporated herein by reference.
(9) (i) Amendment dated August 28, 2002 to the Global Custodial Services
Agreement dated May 3, 2001 between Registrant and Citibank, N.A.:
Previously filed with Post-Effective Amendment No. 29 to the
Registration Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
11/22/02, and incorporated herein by reference.
(ii) Global Custodial Services Agreement dated May 3, 2001 between
Registrant and Citibank, N.A.: Previously filed with Post-Effective
Amendment No. 33 to the Registration Statement of Centennial Money
Market Trust (Reg. No. 2-65245), 10/25/01, and incorporated herein by
reference
(10) (i) Service Plan and Agreement for Class A shares dated 11/17/97:
Previously filed with Registrant's Pre-Effective Amendment No. 2 (Reg.
No. 333-31533), 11/3/97, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service Plan and
Agreement for Class B shares dated 2/3/98: Previously filed with
Registrant's Post-Effective Amendment No. 1 (Reg. No. 333-31533),
5/11/98, and incorporated herein by reference.
(iii) Amended and Restated Distribution and Service Plan and
Agreement for Class C shares dated 2/3/98: Previously filed with
Registrant's Post-Effective Amendment No. 1 (Reg. No. 333-31533),
5/11/98, and incorporated herein by reference.
(iv) Form of Distribution and Service Plan and Agreement for Class
N shares: Previously filed with Registrant's Post-Effective
Amendment No. 5, 12/6/00 and incorporated herein by reference.
(11) Opinion and Consent of Counsel: To be filed by Amendment.
(12) Tax Opinion Relating to the Reorganization: Draft Tax Opinion of
Deloitte and Touche LLP To be filed by Amendment.
(13) N/A.
(14) (i) Consent of Deloitte and Touche LLP: Draft - To be filed by
Amendment.
(ii) Consent of KPMG LLP: Draft - To be filed by Amendment.
(15) N/A.
(16) (i) Power of Attorney (including Certified Board resolution) for
Robert G. Galli: Previously filed with Post-Effective Amendment No.
43 to the Registration Statement of Oppenheimer Quest For Value
Funds (Reg. No. 33-15489), 12/21/98, and incorporated herein by
reference.
(ii) Power of Attorney for Brian W. Wixted: Previously filed with
Post-Effective Amendment No. 5 to the Registration Statement of
Oppenheimer Quest Capital Value Fund, Inc., (Reg. No. 333-16881),
2/22/00, and incorporated herein by reference.
(iii) Powers of Attorney for Brian Wruble and John V. Murphy:
Previously filed with Post Effective Amendment No. 49 to the
Registration Statement of Oppenheimer Quest Value Fund, Inc., (Reg.
2-65223), 2/26/02, and incorporated herein by reference.
Item 17. Undertakings
- ----------------------
(1) N/A.
(2) N/A.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant 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 19th day of May, 2003.
OPPENHEIMER MIDCAP FUND
By: /s/ John V. Murphy*
-------------------------------------------
John V. Murphy, President &
Principal Executive Officer
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/ Thomas W. Courtney* Chairman of the May 19, 2003
- ---------------------------- Board of Trustees
Thomas W. Courtney
/s/ John V. Murphy* President & Principal
- -----------------------------Executive Officer
May 19, 2003
John V. Murphy
/s/ Brian W. Wixted* Treasurer and Chief
- -------------------------- Financial and May 19, 2003
Brian W. Wixted Accounting Officer
/s/ Paul Y. Clinton* Trustee May 19, 2003
- -----------------------
Paul Y. Clinton
/s/ Robert G. Galli*
- ------------------------ Trustee May 19, 2003
Robert G. Galli
/s/ Lacy B. Herrmann* Trustee May 19, 2003
- ---------------------------
Lacy B. Herrmann
/s/ Brian Wruble* Trustee May 19, 2003
- ---------------------
Brian Wruble
*By: /s/ Robert G. Zack
- ----------------------------------------- May 19, 2003
Robert G. Zack, Attorney-in-Fact
OPPENHEIMER MIDCAP FUND
EXHIBIT INDEX
Exhibit No. Description
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16(12) Draft Tax Opinion Relating to Reorganization
16(14)(i) Draft Independent Auditors' Consent of Deloitte and
Touche LLP
16(14)(ii) Draft Independent Auditors' Consent of KPMG LLP
Proxy Card
Oppenheimer Select Managers Gartmore Millennium Growth Fund II
Proxy For a Special Shareholders Meeting of shareholders To Be Held on AUGUST
29, 2003
The undersigned, revoking prior proxies, hereby appoints Brian Wixted, Philip
Vottiero, Kate Ives and Philip Masterson, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to vote shares held in the name of the undersigned on the
record date at the Special Meeting of Shareholders of Oppenheimer Select
Managers Gartmore Millennium Growth Fund II (the "Fund") to be held at 6803
South Tucson Way, Centennial, Colorado, 80112, on August 29, 2003, at 1:00
P.M. Mountain time, or at any adjournment thereof, upon the proposal
described in the Notice of Meeting and accompanying Proxy Statement, which
have been received by the undersigned.
This proxy is solicited on behalf of the Fund's Board of Trustees, and the
proposal (set forth on the reverse side of this proxy card) has been proposed
by the Board of Trustees. When properly executed, this proxy will be voted as
indicated on the reverse side or "FOR" a proposal if no choice is indicated.
The proxy will be voted in accordance with the proxy holders' best judgment
as to any other matters that may arise at the Meeting.
VOTE VIA THE TELEPHONE: 1-800-597-7836
CONTROL NUMBER: 999 9999 9999 999
Note: Please sign this proxy exactly as your
name or names appear hereon. Each joint owner
should sign. Trustees and other fiduciaries
should indicate the capacity in which they
sign. If a corporation, partnership or other
entity, this signature should be that of a duly
authorized individual who should state his or
her title.
Signature
Signature of joint owner, if any
Date
PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
The Proposal:
To approve an Agreement and Plan of Reorganization between Oppenheimer MidCap
Fund ("MidCap Fund"), and Oppenheimer Select Managers Gartmore Millennium
Growth Fund II ("GMG Fund") and the transactions contemplated thereby,
including: (a) the transfer of substantially all the assets of GMG Fund to
MidCap Fund in exchange for Class A, Class B, Class C, Class N and Class Y
shares of MidCap Fund, (b) the distribution of such shares of MidCap Fund to
the corresponding Class A, Class B, Class C, Class N and Class Y shareholders
of GMG Fund in complete liquidation of GMG Fund, and (c) the cancellation of
the outstanding shares of GMG Fund.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]
FOR [___] AGAINST [___] ABSTAIN [___]
John V. Murphy OppenheimerFunds Logo
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President & 498 Seventh Avenue, 10th Floor
Chief Executive Officer New York, NY 10018
July 14, 2003 800.225.5677
www.oppenheimerfunds.com
Dear Oppenheimer Select Managers Gartmore Millennium Growth Fund II
Shareholder,
One of the things we are proud of at OppenheimerFunds, Inc. is our commitment
to our Fund shareholders. I am writing to you today to let you know about a
positive change that has been proposed for Oppenheimer Select Managers
Gartmore Millennium Growth Fund II.
After careful consideration, the Board of Trustees has determined that it
would be in the best interest of shareholders of Oppenheimer Select Managers
Gartmore Millennium Growth Fund II ("GMG Fund") to reorganize into another
Oppenheimer fund, Oppenheimer MidCap Fund ("MidCap Fund"). A shareholder
meeting has been scheduled in August, and all GMG Fund shareholders of record
as of June 18, 2003 are being asked to vote either in person or by proxy, on
the proposed reorganization. You will find a notice of the meeting, a ballot
card, a proxy statement detailing the proposal, a MidCap Fund prospectus and
a postage-paid return envelope enclosed for your use.
Why does the Board of Trustees recommend this change?
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GMG Fund and MidCap Fund have similar investment objectives. GMG Fund
seeks long-term capital appreciation and MidCap Fund seeks capital
appreciation. In seeking their investment objectives, GMG Fund and MidCap
Fund utilize a similar investing strategy. GMG Fund invests primarily in
securities of growth companies that are creating fundamental changes in the
economy and MidCap Fund looks for, among other characteristics, established
growth companies that are well-positioned to take advantage of product or
technology advances in their industry or related growth sector.
Among other factors, the GMG Fund Board considered that the expense ratio of
MidCap Fund has been lower than the expense ratio of GMG fund. Although past
performance is not predictive of future results, shareholders of GMG Fund
would have an opportunity to become shareholders of a fund with a better
long-term performance history.
How do you vote?
No matter how large or small your investment, your vote is important, so
please review the proxy statement carefully. To cast your vote, simply mark,
sign and date the enclosed proxy ballot and return it in the postage-paid
envelope today. Remember, it can be costly for the Fund--and ultimately for
you as a shareholder--to remail ballots if not enough responses are received
to conduct the meeting.
If you have any questions about the proposal, please feel free to contact
your financial advisor or call us at 1.800.225.5677. As always, we
appreciate your confidence in OppenheimerFunds and look forward to serving
you for many years to come.
Sincerely,
John V. Murphy
Enclosures
Telephone Voting Instructions
1.800.597.7836
Vote your OppenheimerFunds proxy over the phone
Voting your proxy is important. And now
OppenheimerFunds has made it easy. Vote at your
convenience, 24 hours a day, and save postage
costs, ultimately reducing fund expenses. Read
your Proxy Card carefully. To exercise your
proxy, just follow these simple steps:
1. Call the toll free number: 1.800.597.7836.
2. Enter the 14-digit Control Number, located on your Proxy Card.
3. Follow the voice instructions.
If vote by phone, please do not mail your Proxy Card.
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Oppenheimer Cash Reserves, Oppenheimer Capital Income
Fund, Oppenheimer Champion Income Fund, Oppenheimer High Yield Fund,
Oppenheimer International Bond Fund, Oppenheimer Integrity Funds, Oppenheimer
Limited-Term Government Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer
Main Street Opportunity Fund, Oppenheimer Main Street Small Cap Fund,
Oppenheimer Municipal Fund, Oppenheimer Real Asset Fund, Oppenheimer Select
Managers, Oppenheimer Senior Floating Rate Fund, Oppenheimer Strategic Income
Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer Variable Account Funds
and Panorama Series Fund, Inc. (the "Funds"), to sign on his behalf any and
all proxy statements under the Securities Act of 1933, as amended, (including
any amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ John Murphy
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John Murphy
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Select Managers, Oppenheimer
Strategic Income Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer
Variable Account Funds and Panorama Series Fund, Inc. (the "Funds"), to sign
on her behalf any and all proxy statements under the Securities Act of 1933,
as amended, (including any amendments and supplements thereto), and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, and any and all
Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities Act of 1933, the Investment
Company Act of 1940 and any amendments and supplements thereto, and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully as to all intents and purposes as she might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
and each of them, may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Beverly L. Hamilton
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Beverly L. Hamilton
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Select Managers, Oppenheimer
Strategic Income Fund, Oppenheimer Total Return Fund, Inc., Oppenheimer
Variable Account Funds and Panorama Series Fund, Inc. (the "Funds"), to sign
on his behalf any and all proxy statements under the Securities Act of 1933,
as amended, (including any amendments and supplements thereto), and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, and any and all
Registration Statements (including any post-effective amendments to
Registration Statements) under the Securities Act of 1933, the Investment
Company Act of 1940 and any amendments and supplements thereto, and other
documents in connection thereunder, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and
each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises, as
fully as to all intents and purposes as he might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents,
and each of them, may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Robert J. Malone
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Robert J. Malone
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ James C. Swain
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James C. Swain
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ William L. Armstrong
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William L. Armstrong
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Robert G. Avis
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Robert G. Avis
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ George C. Bowen
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George C. Bowen
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Edward L. Cameron
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Edward L. Cameron
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Jon S. Fossel
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Jon S. Fossel
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ Sam Freedman
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Sam Freedman
KNOW ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
appoints Robert G. Zack and Katherine P. Feld his true and lawful
attorneys-in-fact and agents, and each of them, with full power of
substitution and resubstitution, for him in his capacity as an Officer and
Trustee/Director of Centennial America Fund, L.P., Centennial California Tax
Exempt Trust, Centennial Government Trust, Centennial Money Market Trust,
Centennial New York Tax Exempt Trust, Centennial Tax Exempt Trust,
Oppenheimer Cash Reserves, Oppenheimer Capital Income Fund, Oppenheimer
Champion Income Fund, Oppenheimer High Yield Fund, Oppenheimer International
Bond Fund, Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government
Fund, Oppenheimer Main Street Fund, Inc., Oppenheimer Main Street Opportunity
Fund, Oppenheimer Main Street Small Cap Fund, Oppenheimer Municipal Fund,
Oppenheimer Real Asset Fund, Oppenheimer Senior Floating Rate Fund,
Oppenheimer Select Managers, Oppenheimer Strategic Income Fund, Oppenheimer
Total Return Fund, Inc., Oppenheimer Variable Account Funds and Panorama
Series Fund, Inc. (the "Funds"), to sign on his behalf any and all proxy
statements under the Securities Act of 1933, as amended, (including any
amendments and supplements thereto), and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, and any and all Registration Statements
(including any post-effective amendments to Registration Statements) under
the Securities Act of 1933, the Investment Company Act of 1940 and any
amendments and supplements thereto, and other documents in connection
thereunder, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, and each of them,
may lawfully do or cause to be done by virtue hereof.
Dated: May 12, 2003
/s/ F. William Marshall, Jr.
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F. William Marshall, Jr.