OppenheimerFunds, Inc. 498 Seventh Avenue New York, New York 10018 June 19, 2003 VIA EDGAR - --------- Securities and Exchange Commission SEC Filer Support Mail Stop 0-7; Securities Operations Center 6432 General Green Way Alexandria, VA 22312 Re: Form N-14 Registration Statement/Proxy Oppenheimer Select Managers QM Active Balanced Fund/Oppenheimer Multiple Strategies Fund Dear Madam/Sir: Enclosed for filing with the Securities and Exchange Commission (the "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 Multiple Strategies 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 QM Active Balanced Fund, a separate open-end investment company. The prospectus/proxy statement included in this filing had previously been filed with the Commission (Registration No. 333-105374, referred to as the "Previous Filing") on May 19, 2003, which filing was withdrawn on June 19, 2003. The prospectus and proxy statement included in this filing incorporates the comments given by the Commission with respect to the Previous Filing. We plan to file a pre-effective amendment to this registration statement to file the remaining items not included in this filing. We also will file separately, a request to accelerate the effectiveness of this registration/proxy statement pursuant to Rule 461 of the 1933 Act, seeking effectiveness on June 30, 2003. The solicitation of Oppenheimer Select Managers QM Active Balanced Fund shareholders is expected to commence promptly thereafter. Thank you for your attention to this matter. Please contact me if you have any questions or comments. Sincerely, /s/ Peter E.Pisapia ------------------------------- Assistant Vice President and Assistant Counsel T:(212) 323-0248 Fax: (212)323-4071 ppisapia@oppenheimerfunds.com
Registration No. As filed with the Securities and Exchange Commission on June 20, 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 MULTIPLE STRATEGIES 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 and Class N shares of Oppenheimer Multiple Strategies Fund. No filing fee is due because of reliance on Section 24(f) of the Investment Company Act of 1940. - ------------------------------------------------------------------------------ The Registrant hereby amends the Registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), shall determine. 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 QM Active Balanced Fund and Prospectus for Oppenheimer Multiple Strategies Fund Exhibit A - Agreement and Plan of Reorganization between Oppenheimer Select Mangers QM Active Balanced Fund and Oppenheimer Multiple Strategies Fund Exhibit B - Principal Shareholders Part B Statement of Additional Information Part C Other Information Signatures Exhibits OPPENHEIMER SELECT MANAGERS QM ACTIVE BALANCED FUND 6803 South Tucson Way, Centennial CO 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 QM Active Balanced Fund: Notice is hereby given that a Special Meeting of the Shareholders of Oppenheimer Select Managers QM Active Balanced Fund ("QMAB 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 QM Active Balanced Fund ("QMAB Fund") and Oppenheimer Multiple Strategies Fund ("MS Fund'), and the transactions contemplated thereby, including (a) the transfer of all the assets of QMAB Fund to MS Fund in exchange for Class A, Class B, Class C and Class N shares of MS Fund, (b) the distribution of these shares of MS Fund to the corresponding Class A, Class B, Class C and Class N shareholders of QMAB Fund in complete liquidation of QMAB Fund, (c) the cancellation of the outstanding class shares of QMAB Fund and (d) the liquidation of outstanding Class Y shares of QMAB 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 QMAB 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 QM ACTIVE BALANCED FUND 6803 South Tucson Way, Centennial CO 80112 1.800.708.7780 COMBINED PROSPECTUS AND PROXY STATEMENT DATED JULY 7, 2003 Acquisition of the Assets of OPPENHEIMER SELECT MANAGERS QM ACTIVE BALANCED FUND By and in exchange for Class A, Class B, Class C, and Class N shares of OPPENHEIMER MULTIPLE STRATEGIES FUND This combined Prospectus and Proxy Statement solicits proxies from the shareholders of Oppenheimer Select Managers QM Active Balanced Fund ("QMAB 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 QMAB Fund and Oppenheimer Multiple Strategies Fund ("MS Fund"). This combined Prospectus and Proxy Statement constitutes the Prospectus of MS Fund and the Proxy Statement of QMAB Fund filed on Form N-14 with the Securities and Exchange Commission ("SEC"). If shareholders vote to approve the Reorganization Agreement and the Reorganization, the net assets of QMAB Fund will be acquired by and in exchange for shares of MS 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 QMAB Fund is soliciting these proxies on behalf of QMAB 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 MS Fund equal in value to the value as of the Valuation Date (as defined in the Agreement and Plan of Reorganization: the business day preceding the Closing Date of the Reorganization) of your Class A shares of QMAB Fund; Class B shares of MS Fund equal in value to the value as of the Valuation Date of your Class B shares of QMAB Fund; Class C shares of MS Fund equal in value to the value as of the Valuation Date of your Class C shares of QMAB Fund; and Class N shares of MS Fund equal in value to the value as of the Valuation Date of your Class N shares of QMAB Fund. Class Y shares of QMAB Fund have been liquidated. QMAB Fund will then be liquidated and de-registered under the Investment Company Act of 1940 (the "Investment Company Act"). MS Fund's investment objective is to seek high total investment return consistent with preservation of principal. MS Fund invests in equity securities, such as common stocks of U.S and foreign companies. It invests in debt securities, including bonds and notes issued by domestic and foreign companies (which can include lower-grade, high-yield securities), securities issued or guaranteed by the U.S. Government and its agencies and instrumentalities, including mortgage-related securities (these are referred to as "U.S. Government securities"), and debt obligations of foreign governments. MS Fund also invests in money market instruments, which are obligations that have a maturity of 13 months or less, including short-term U.S. Government securities, corporate and bank debt obligations and commercial paper. This Prospectus and Proxy Statement gives information about Class A, Class B, Class C and Class N shares of MS 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 OppenheimerFunds Services free of charge (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 September 30, 2002, and financial statements for the six-month period ended March 31, 2003, respectively, of MS Fund; (ii) audited financial statements for the 12-month period ended November 30, 2002, and financial statements for the six-month period ended May 31, 2003 (to be filed upon availability), respectively, of QMAB Fund; (iii) MS Fund Statement of Additional Information, dated November 22, 2002, as supplemented February 12, 2003; and (iv) QMAB Fund Statement of Additional Information. The Prospectus of MS Fund, dated November 22, 2002, as supplemented January 13, 2003, is attached to and considered a part of this Prospectus and Proxy Statement and is intended to provide you with information about MS Fund. 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. As with all mutual funds, the SEC 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. This Prospectus and Proxy Statement is dated July 7, 2003. 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 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 What are the capitalizations of the Funds and what would the capitalizations be after the Reorganization?...........................................................12 How have the Funds performed?................................................13 What are other Key Features of the Funds?....................................20 Investment Management and Fees.........................................20 Transfer Agency and Custody Services...................................20 Distribution Services..................................................21 Purchases, Redemptions, Exchanges and other Shareholder Services..................... 21 Dividends and Distributions............................................21 What are the Principal Risks of an Investment in QMAB Fund and MS Fund?.........21 Reasons for the Reorganization Information about the Reorganization How will the Reorganization be carried out?..................................23 Who will pay the Expenses of the Reorganization?.............................24 What are the Tax Consequences of the Reorganization?.........................25 What should I know about Class A, Class B, Class C and Class N shares of MS Fund?........................................................................25 Comparison of Investment Objectives and Policies Are there any significant differences between the investment objectives and strategies of the Funds?................................................................26 What are the main risks associated with an investment in the Funds?.............................. 26 How do the investment policies of the Funds compare?.........................26 What are the fundamental investment restrictions of the Funds?...............31 How do the Account Features and Shareholder Services for the Funds Compare?............... 32 Investment Management..................................................32 Distribution...........................................................33 Purchases and Redemptions..............................................34 Shareholder Services...................................................34 Dividends and Distributions............................................34 Voting Information How many votes are necessary to approve the Reorganization Agreement?....................... 35 How do I ensure my vote is accurately recorded?..............................35 Can I revoke my proxy?.......................................................36 What other matters will be voted upon at the Meeting?....................... 36 Who is entitled to vote?.....................................................36 What other solicitations will be made?.......................................36 Are there any appraisal rights?..............................................37 Information about MS Fund.......................................................37 Information about QMAB Fund.....................................................37 Principal Shareholders..........................................................38 Exhibit A - Agreement and Plan of Reorganization by and between Oppenheimer Select Managers QM Active Balanced Fund and Oppenheimer Multiple Strategies Fund Exhibit B - Principal Shareholders Enclosures: Prospectus of Oppenheimer Multiple Strategies Fund dated November 22, 2002, as supplemented January 13, 2003 Semi-Annual Report of Oppenheimer Multiple Strategies Fund dated March 31, 2003 (available without charge upon request, by calling 1.800.708.7780). 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 MS Fund which accompanies this Prospectus and Proxy Statement and is incorporated herein by reference. If shareholders of QMAB Fund approve the Reorganization, the net assets of QMAB Fund will be transferred to MS Fund, in exchange for an equal value of shares of MS Fund. The shares of MS Fund will then be distributed to QMAB Fund shareholders and QMAB Fund will be liquidated. As a result of the Reorganization, you will cease to be a shareholder of QMAB Fund and will become a shareholder of MS Fund. For federal income tax purposes, the holding period of your QMAB shares will be carried over to the holding period for shares you receive in connection with the Reorganization. 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." 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, QMAB Fund, with and into MS Fund so that shareholders of QMAB 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 and Class N shares offered under identical sales charge arrangements. The Board considered that Class Y shares of QMAB Fund would be redeemed by the record date and will no longer be offered for sale. 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 QMAB Fund with and into MS Fund is recommended by the Manager based on the fact that both funds have similar investment practices and industry sector weightings. At a meeting held on April 28, 2003, the Board of Trustees of QMAB Fund approved a reorganization transaction that will, if approved by shareholders, result in the transfer of the net assets of QMAB Fund to MS Fund, in exchange for an equal value of shares of MS Fund. The shares of MS Fund will then be distributed to QMAB Fund shareholders and QMAB Fund will subsequently be liquidated. As a result of the Reorganization, you will cease to be a shareholder of QMAB Fund and will become a shareholder of MS 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 MS Fund equal in value to the value as of the Valuation Date of your Class A shares of QMAB Fund; Class B shares of MS Fund equal in value to the value as of the Valuation Date of your Class B shares of QMAB Fund; Class C shares of MS Fund equal in value to the value as of the Valuation Date of your Class C shares of QMAB Fund; and Class N shares of MS Fund equal in value to the value as of the Valuation Date of your Class N shares of QMAB Fund. All Class Y shares of QMAB Fund will be redeemed by the record date and will no longer be offered for sale. 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 QMAB Fund are subject to a CDSC, your MS Fund shares will continue to be subject to the same CDSC applicable to your shares, and the period during which you held your QMAB Fund shares will carryover to your MS Fund shares for purposes of determining the CDSC holding period. For the reasons set forth in the "Reasons for the Reorganization" section, the Board of QMAB Fund has determined that the Reorganization is in the best interests of the shareholders of QMAB 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 QMAB 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 MS 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? QMAB Fund seeks income and long-term growth of capital and MS Fund seeks high total investment return consistent with preservation of principal. QMAB Fund is a balanced fund which means its investments normally are allocated among equity and debt securities and money market instruments. In seeking their investment objectives, QMAB Fund and MS Fund utilize a similar investing strategy. Both Funds invest primarily in a wide variety of equity securities, debt securities and money market instruments. 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 QMAB Fund also utilizes sub-advisers to manage the investment and reinvestment of the assets. MS 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. Its predecessor fund, OMC Growth & Income Trust, was organized on September 29, 1983. OMC Growth & Income Trust commenced operations in September 1983. QMAB 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, CO 80112. The Manager, located at 498 Seventh Avenue, New York, New York 10018, acts as investment advisor to both Funds. QMAB Fund's assets are managed by a sudadviser. MS Fund is managed by a team of individuals from the Manager's growth, value, global, high grade and high yield investment departments. The portfolio management team is primarily responsible for the selection of the Fund's portfolio securities. The portfolio managers for QMAB Fund are Michael Lenarcic and John Van Belle. Both Mr. Lenarcic and Mr. Van Belle are employed by Prudential Investment Management, the Fund's sub-advisor. They have been the Fund's portfolio managers since February 8, 2002. 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? QMAB Fund and MS 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 QMAB Fund with the fees and expenses of investing in shares of MS Fund. The pro forma expenses of the surviving MS Fund show what the fees and expenses are expected to be after giving effect to the Reorganization. All amounts shown are a percentage of each class of shares of the Funds. PRO FORMA FEE TABLE For the 12 month period ended 3/31/03 - ------------------------------------------------------------------------------------ Pro Forma QMAB Fund MS Fund Surviving MS Fund Class A shares Class A Shares 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) None1 None1 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 0.95% 0.72% 0.72% - ------------------------------------------------------------------------------------ Distribution and/or Service (12b-1) Fees 0.02% 0.20% 0.20% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Other Expenses5 0.64% 0.20% 0.20% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Total Fund Operating Expenses 1.61% 1.12% 1.12% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Pro Forma QMAB Fund MS Fund Surviving MS Fund Class B shares Class B Shares 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 0.95% 0.72% 0.72% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Distribution and/or Service (12b-1) Fees 1.00% 1.00% 1.00% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Other Expenses5 0.56% 0.31% 0.31% - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------ Total Fund Operating Expenses 2.51% 2.03% 2.03% - ------------------------------------------------------------------------------------ - ----------------------------------------------------------------------------------- Pro Forma QMAB Fund MS Fund Surviving MS 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 0.95% 0.72% 0.72% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Distribution and/or Service (12b-1) Fees 1.00% 1.00% 1.00% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Other Expenses5 0.36% 0.25% 0.25% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Total Fund Operating Expenses 2.31% 1.97% 1.97% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Pro Forma QMAB Fund MS Fund Surviving MS Fund Class N shares Class N Shares 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 0.95% 0.72% 0.72% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Distribution and/or Service (12b-1) Fees 0.50% 0.50% 0.50% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Other Expenses5 0.35% 0.36% 0.36% - ----------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------- Total Fund Operating Expenses 1.80% 1.58% 1.58% - ----------------------------------------------------------------------------------- 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. 3. "Other Expenses" include transfer agent fees and custodial, accounting and legal expenses. The Transfer Agent has voluntarily undertaken to the Funds to limit the transfer agent 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. With that expense assumption and the transfer agent waiver, 5. "Total Annual Operating Expenses" for QMAB Fund were 2.25% for Class B, 2.25% for Class C, 1.75% for Class N and 1.19% for Class Y. Class A is unchanged. After the waiver, the actual "Other Expenses" and "Total Annual Operating Expenses" for MS Fund as percentages of average daily net assets were unchanged for all classes. With that expense assumption and the transfer agent waiver, "Total Annual Operating Expenses" for the combined funds were 1.96% for Class Y. Class A, B, C and N are unchanged. Examples The examples below are intended to help you compare the cost of investing in each Fund and the proposed surviving MS 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 ----------------------- QMAB Fund - -------------------------------------------------------------------------------- If shares are redeemed: 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $729 $1,054 $1,401 $2,376 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $754 $1,082 $1,535 $2,4211 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $334 $721 $1,235 $2,646 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $283 $566 $975 $2,116 - -------------------------------------------------------------------------------- QMAB Fund - -------------------------------------------------------------------------------- If shares are not 1 year 3 years 5 years 10 years redeemed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $729 $1,054 $1,401 $2,376 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $254 $782 $1,335 $2,4211 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $234 $721 $1,235 $2,646 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $183 $566 $975 $2,116 - -------------------------------------------------------------------------------- MS Fund - -------------------------------------------------------------------------------- If shares are redeemed: 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $683 $911 $1,156 $1,860 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $706 $937 $1,293 $1,9081 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $300 $618 $1,062 $2,296 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $261 $499 $860 $1,878 - -------------------------------------------------------------------------------- MS Fund - -------------------------------------------------------------------------------- If shares are not 1 year 3 years 5 years 10 years redeemed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $683 $911 $1,156 $1,860 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $206 $637 $1,093 $1,9081 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $200 $618 $1,062 $2,296 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $161 $499 $860 $1,878 - -------------------------------------------------------------------------------- Pro Forma Surviving MS Fund - -------------------------------------------------------------------------------- If shares are redeemed: 1 year 3 years 5 years 10 years - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $683 $911 $1,156 $1,860 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $706 $937 $1,293 $1,9081 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $300 $618 $1,062 $2,296 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $261 $499 $860 $1,878 - -------------------------------------------------------------------------------- Pro Forma Surviving MS Fund - -------------------------------------------------------------------------------- If shares are not 1 year 3 years 5 years 10 years redeemed: - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class A $683 $911 $1,156 $1,860 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class B $206 $637 $1,093 $1,9081 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class C $200 $618 $1,062 $2,296 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Class N $161 $499 $860 $1,878 - -------------------------------------------------------------------------------- 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 charge. 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 MS Fund and QMAB Fund is set forth in each Fund's Prospectus under the section "The Fund's Past Performance." MS Fund's Prospectus accompanies this Prospectus and Proxy Statement and is incorporated by reference. The financial statements of MS Fund and additional information with respect to its performance during its fiscal year ended September 30, 2002, including a discussion of factors that materially affected its performance and relevant market conditions during that fiscal year, is set forth in MS Fund's audited financial statements dated as of September 30, 2002, that are included in the Proxy Statement of Additional Information and incorporated herein by reference. These documents are available upon request. See section entitled "Information About MS Fund." The financial statements of QMAB 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 QMAB 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 QMAB Fund." What are the capitalizations of the Funds and what would the capitalization be after the Reorganization? The following table sets forth the capitalizations (unaudited) of QMAB Fund and MS Fund and indicates the pro forma combined capitalization as of March 31, 2003 as if the Reorganization had occurred on that date. As of April 30, 2003 the value of the assets of QMAB Fund was less than 10% of the value of the assets of MS Fund. Net Asset Shares Value Net Assets Outstanding Per Share QMAB Fund Class A $4,787,027 594,325 $8.05 Class B $ 545,378 68,232 $7.99 Class C $ 593,823 74,093 $8.01 Class N $ 456,131 56,669 $8.05 Class Y $ 812 100 $8.12 TOTAL $6,383,171 793,419 MS Fund Class A $494,484,889 45,083,558 $10.97 Class B $ 54,404,880 5,019,843 $10.84 Class C $ 36,047,450 3,313,615 $10.88 Class N $ 1,378,267 126,175 $10.92 TOTAL $586,315,486 53,543,191 MS Fund (Pro Forma Surviving Fund) Class A $499,271,916 45,520,005 $10.97 Class B $ 54,950,258 5,070,164 $10.84 Class C $ 36,641,273 3,368,201 $10.88 Class N $ 1,834,398 167,932 $10.92 TOTAL $592,697,845 54,126,302 *Reflects the issuance of 436,447 Class A shares, 50,321 Class B shares, 54,586 Class C shares and 41,757 Class N shares of MS Fund in a tax-free exchange for the net assets of QMAB Fund, aggregating $6,383,171. 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 ten most recent full calendar years (for QMAB Fund, since that Fund's inception); and (ii) a table showing how the average annual total returns of the Funds' shares, both before and after taxes, compare to those of broad-based market indices. 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, and do not reflect the impact of state or local taxes. 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. Each Funds' past investment performance, before and after taxes, is not necessarily an indication of how each 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 QM Active Balanced 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 QMAB Fund (not annualized) before taxes for Class A shares was -1.35%. During the period shown in the bar chart, the highest return for Oppenheimer Select Managers QM Active Balanced Fund (not annualized) before taxes for a calendar quarter was 5.21% (4th Qtr'02) and the lowest return (not annualized) before taxes for a calendar quarter was -11.11% (3rdQtr'02). [See appendix to Prospectus and Proxy statement for data in bar chart showing annual total returns for Oppenheimer Multiple Strategies 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 MS Fund (not annualized) before taxes for Class A shares was -1.12%. During the period shown in the bar chart, the highest return for Oppenheimer Multiple Strategies Fund (not annualized) before taxes for a calendar quarter was 11.15% (4thQtr'98) and the lowest return (not annualized) before taxes for a calendar quarter was -11.03% (3rdQtr'01). Average annual total returns for the Funds for the periods ended December 31, 2002 are as follows: - ---------------------------------------------------------------------------------- QMAB Fund 1 Year 5 Years (or life of class, if less) - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class A Shares (inception 2/16/01) -17.47% Return Before Taxes Return After Taxes on Distributions -12.08% Return After Taxes on Distributions -17.82% -12.47% And Sale of Fund Shares -10.64% -9.73% - ---------------------------------------------------------------------------------- S&P 500 Index (reflects no deduction for fees, expenses or taxes) (from 2/28/01) -22.09% -15.80% - ---------------------------------------------------------------------------------- Lehman Brothers Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) (from 2/28/01) 9.84% 8.76% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class B Shares (inception 2/16/01) -17.46% -11.93% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class C Shares (inception 2/16/01) -14.01% -9.98% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class N Shares (inception 3/1/01) -13.49% -8.46% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class Y Shares (inception 2/16/01) -12.32% -9.09% - --------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- MS Fund 1 Year 5 Years 10 Years (or life of class, if less) - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class A Shares (inception -15.75% 1.57% 4/24/87) Return Before Taxes Return After Taxes on Distributions Return After Taxes on 7.69% Distributions -16.57% -0.69% 4.99% And Sale of Fund Shares -9.57% 0.63% 5.30% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- S&P 500 Index (from 12/31/92) -22.09% -0.58% 9.34% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Lehman Brothers Aggregate Bond 10.25% 7.55% 7.51% Index (reflects no deduction for fees, expenses or taxes)(from 12/31/92) - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class B Shares (inception -15.73% 1.65% 6.39% 8/29/95) - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class C Shares (inception12/1/93) -12.22% 1.93% 6.76% - ---------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------- Class N Shares (inception 3/1/01) -11.83% -6.78% N/A - ---------------------------------------------------------------------------------- Average annual total returns for the Funds for the periods ended March 31, 2003 are as follows: - --------------------------------------------------------------------------------- QMAB Fund 1 Year 5 Years (or life of class, if less)1 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class A Shares (inception 2/16/01) -19.18% -11.31% Return Before Taxes Return After Taxes on Distributions Return After Taxes on Distributions And Sale of Fund -19.52% -11.65% Shares -11.77% -9.07% - --------------------------------------------------------------------------------- S&P 500 Index (reflects no deduction for fees, expenses or taxes) (from 2/28/01 -24.75% -3.76% - --------------------------------------------------------------------------------- Lehman Brothers Government/Credit Bond Index (reflects no deduction for fees, expenses or taxes) (from 2/28/01) 11.74% 8.45% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class B Shares (inception 2/16/01) -19.03% -10.80% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class C Shares (inception 2/16/01) -15.64% -9.49% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class N Shares (inception 3/1/01) -15.10% -8.08% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class Y Shares (inception 2/16/01) -13.83% -8.54% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- MS Fund 1 Year 5 Years 2 10 Years (or life of class, if less) - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class A Shares (inception -17.15% -0.06% 7.07% 4/24/87) Return Before Taxes Return After Taxes on Distributions Return After Taxes on -2.25% Distributions -17.88% -0.64% 4.40% And Sale of Fund Shares -10.52% 4.79% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- S&P 500 Index (from 3/31/93) -24.75% -3.76% 8.53% - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Lehman Brothers Aggregate 11.69% 7.51% 7.23% Bond Index (reflects no deduction for fees, expenses or taxes) (from 3/31/93) - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class B Shares (inception -17.19% 0.00% 6.02% 8/29/95) - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class C Shares -13.71% 0.30% 6.43% (inception12/1/93) - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- Class N Shares (inception -13.46% -6.58% N/A 3/1/01) - --------------------------------------------------------------------------------- QMAB 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 S&P 500(R)Index and the Lehman Brothers Government/Credit Bond Index. The S&P 500(R)Index is an unmanaged index of equity securities and the Lehman Brothers Government /Credit Bond Index is an unmanaged index of intermediate and long-term government and investment grade corporate debt securities. The indices' 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 indices. MS 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 2% (5 years); and for Class C, the 1% contingent deferred sales charge for the 1-year period. Because Class B shares convert to Class A shares 72 months after purchase, Class B "life-of-class" performance does not include any contingent deferred sales charge and uses Class A performance for the period after conversion. 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 500(R)Index, an unmanaged index of U.S. equity securities, and to the Lehman Brothers Aggregate Bond Index, an unmanaged index of U.S. corporate, government and mortgage-backed securities. The performance of the indices includes reinvestment of income but does not reflect transaction costs, expenses, or taxes. The Fund's investments vary from the securities in the indices. How has Multiple Strategies Fund Performed? - Below is a discussion, by OppenheimerFunds, Inc., of Multiple Strategies Fund's performance during its fiscal year ended September 30, 2002, followed by a graphical comparison of Multiple Strategies Fund's performance to an appropriate broad-based market indices. Management's Discussion of Performance - During Multiple Strategies Fund's fiscal year that ended September 30, 2002, Oppenheimer Multiple Strategies Fund's Class A performance (-13.83% after taking sales charges into account) was strongly influenced by changing economic and market conditions. Prices of interest rate-sensitive bonds rallied in the low interest rate-environment, offsetting losses among high yield fixed-income securities and emerging market bonds. In the stock portfolio, Multiple Strategies Fund benefited from its holdings of small- and mid-cap stocks, which generally performed better than their large-cap counterparts. Multiple Strategies also benefited from the portfolio manager's decision to emphasize the value style of investing over other investment approaches. Multiple Strategies Fund's portfolio holdings and allocations are subject to change. 1 The Average annual total returns for QMAB Fund for a 2 Year period ended March 31, 2003 were as follows: Class A Shares (inception 2/16.01) Return Before Taxes was -8.82%, Class A Shares Return After Taxes on Distributions was -9.19%, Class A Shares Return After Taxes on Distribution and Sale of Fund Shares was -7.15%, S&P 500 Index (from 2/28/01) was -13.15%, Lehman Brothers Government/Credit Bond Index (from 2/28/01) was 8.40%, Class B Shares (inception 2/16/01) was - -8.68%, Class C Shares (inception 2/16/01) was -6.78%, Class N Shares (inception 3/1/01) was -6.32%, and Class Y Shares (inception 2/16/01) was -5.85%. 2 The Average annual total returns for MS Fund for a 2 Year period ended March 31, 2003 were as follows: Class A Shares (inception 4/24/87) Return Before Taxes was -7.46%, Class A Shares Return After Taxes on Distributions was -8.63%, Class A Shares Return After Taxes on Distribution and Sale of Fund Shares was -6.29%, S&P 500 Index (from 3/31/93) was -13.15%, Lehman Brothers Aggregate Bond Index (from 3/31/93) was 8.47%, Class B Shares (inception 8/29/95) was -7.28%, Class C Shares (inception 12/1/93) was -5.47%, and Class N Shares (inception 3/1/01) was -5.12%. Comparing Multiple Strategies Fund's Performance to the Market - The graphs that follow show the performance of a hypothetical $10,000 investment in Class A, Class B, Class C and Class N shares of Multiple Strategies Fund held until September 30, 2002. In the case of Class A shares, performance is measured over a ten-year period. In the case of Class B shares, performance is measured from inception of the class on August 29, 1995. In the case of Class C shares, performance is measured from inception of the class on December 1, 1993. In the case of Class N shares, performance is measured from inception of the class on March 1, 2001. Multiple Strategies Fund's performance reflects the deduction of the 5.75% maximum initial sales charge on Class A shares, the 5% (1-year) and 2% (5-year) applicable contingent deferred sales charge for Class B, and the 1% (1-year) contingent deferred sales charge for Class C and Class N shares. The graphs assume that all dividends and capital gains distributions were reinvested in additional shares. Because Multiple Strategies Fund invests in a variety of equity and fixed-income securities, Multiple Strategies Fund's performance is compared to the performance of two indices: (i) the Standard & Poor's (S&P) 500 Index, a broad-based index of equity securities widely regarded as a general measure of the performance of the U.S. equity securities market; and (ii) the Lehman Brothers Aggregate Bond Index, an unmanaged index of U.S. Government Treasury and agency issues, investment grade corporate bond issues and fixed-rate mortgage-backed securities. That index is widely regarded as a measure of the performance of the domestic debt securities market. Index performance reflects the reinvestment of dividends but does not consider the effect of capital gains or transaction costs, and none of the data in the graphs that follow shoes the effect of taxes. Multiple Strategies Fund's performance reflects the effects of Fund business and operating expenses. While index comparisons may be useful to provide a benchmark for Multiple Strategies Fund's performance, it must be noted that Multiple Strategies Fund's investments are not limited to the securities or countries in the indices. Class A Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Multiple Strategies Fund (Class A), S&P 500 Index and Lehman Brothers Aggregate Bond Index. [Line Graph] - --------------------------------------------------------------------------------- Date Value of Investment in S&P 500 Index Lehman Brothers Aggregate Bond Fund Index - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1993 $9,425 $10,000 $10,000 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1993 $9,690 $10,048 $10,265 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1993 $10,092 $10,307 $10,533 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1993 $10,465 $10,545 $10,539 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1994 $10,133 $10,146 $10,237 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1994 $10,036 $10,189 $10,132 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1994 $10,492 $10,686 $10,193 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1994 $10,299 $10,684 $10,232 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1995 $10,988 $11,723 $10,748 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1995 $11,699 $12,841 $11,403 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1995 $12,371 $13,860 $11,627 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1995 $12,646 $14,694 $12,122 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1996 $13,159 $15,483 $11,907 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1996 $13,541 $16,177 $11,975 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1996 $14,065 $16,677 $12,196 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1996 $14,825 $18,066 $12,562 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1997 $14,929 $18,551 $12,492 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1997 $16,280 $21,787 $12,951 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1997 $17,647 $23,418 $13,381 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1997 $17,459 $24,091 $13,775 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1998 $18,719 $27,449 $13,989 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1998 $18,765 $28,360 $14,316 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1998 $16,816 $25,545 $14,921 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1998 $18,690 $30,980 $14,972 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1999 $18,921 $32,523 $14,897 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1999 $20,335 $34,812 $14,767 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1999 $19,555 $32,643 $14,867 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1999 $20,671 $37,497 $14,849 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2000 $21,848 $38,355 $15,176 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2000 $22,002 $37,337 $15,441 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2000 $22,157 $36,975 $15,906 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2000 $22,030 $34,084 $16,575 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2001 $21,792 $30,045 $17,078 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2001 $23,096 $31,803 $17,174 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2001 $20,547 $27,136 $17,966 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2001 $22,401 $30,036 $17,975 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2002 $22,525 $30,119 $17,991 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2002 $20,864 $26,086 $18,656 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2002 $18,785 $21,582 $19,511 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2002 $20,025 $23,400 $19,818 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2003 $19,801 $22,663 $20,094 - --------------------------------------------------------------------------------- Class B Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Multiple Strategies Fund (Class B), S&P 500 Index and Lehman Brothers Aggregate Bond Index. [Line Graph] - --------------------------------------------------------------------------------- Date Value of Investment in S&P 500 Index Lehman Brothers Aggregate Bond Fund Index - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 08/29/1995 $10,000 $10,000 $10,000 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1995 $10,241 $10,422 $10,097 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1995 $10,444 $11,049 $10,528 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1996 $10,825 $11,642 $10,341 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1996 $11,113 $12,163 $10,400 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1996 $11,526 $12,540 $10,592 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1996 $12,121 $13,584 $10,910 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1997 $12,176 $13,949 $10,849 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1997 $13,246 $16,382 $11,247 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1997 $14,332 $17,609 $11,621 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1997 $14,143 $18,114 $11,963 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1998 $15,144 $20,639 $12,149 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1998 $15,140 $21,324 $12,433 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1998 $13,544 $19,208 $12,959 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1998 $15,020 $23,295 $13,002 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1999 $15,176 $24,455 $12,938 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1999 $16,275 $26,175 $12,824 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1999 $15,623 $24,545 $12,911 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1999 $16,482 $28,194 $12,895 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2000 $17,379 $28,840 $13,180 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2000 $17,468 $28,074 $13,409 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2000 $17,545 $27,802 $13,814 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2000 $17,426 $25,628 $14,395 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2001 $17,195 $22,592 $14,831 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2001 $18,187 $23,913 $14,915 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2001 $16,166 $20,404 $15,603 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2001 17,624 $22,584 $15,610 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2002 17,722 $22,647 $15,625 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2002 16,415 $19,614 $16,202 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2002 14,780 $16,228 $15,944 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2002 15,755 $17,595 $17,211 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2003 15,579 $17,041 $17,450 - --------------------------------------------------------------------------------- Class C Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Multiple Strategies Fund (Class C), S&P 500 Index and Lehman Brothers Aggregate Bond Index. [Line Graph] - --------------------------------------------------------------------------------- Date Value of Investment in S&P 500 Index Lehman Brothers Aggregate Bond Fund Index - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/01/1993 $10,000 $10,000 $10,000 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1993 $10,219 $10,121 $10,054 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1994 $9,865 $9,738 $9,766 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1994 $9,746 $9,778 $9,665 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1994 $10,171 $10,256 $9,724 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1994 $9,963 $10,254 $9,761 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1995 $10,604 $11,251 $10,253 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1995 $11,261 $12,324 $10,878 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1995 $11,892 $13,302 $11,092 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1995 $12,124 $14,103 $11,564 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1996 $12,591 $14,859 $11,359 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1996 $12,925 $15,525 $11,424 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1996 $13,403 $16,005 $11,635 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1996 $14,101 $17,338 $11,984 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1997 $14,164 $17,804 $11,917 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1997 $15,415 $20,910 $12,355 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1997 $16,676 $22,476 $12,765 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1997 $16,468 $23,121 $13,141 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1998 $17,618 $26,344 $13,345 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1998 $17,625 $27,218 $13,657 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1998 $15,771 $24,517 $14,235 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1998 $17,481 $29,733 $14,283 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/1999 $17,662 $31,214 $14,212 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/1999 $18,951 $33,410 $14,087 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/1999 $18,180 $31,329 $14,183 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/1999 $19,176 $35,987 $14,165 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2000 $20,231 $36,811 $14,478 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2000 $20,320 $35,833 $14,730 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2000 $20,424 $35,486 15,174 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2000 $20,271 $32,712 15,812 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2001 $20,018 $28,836 16,292 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2001 $21,168 $30,522 16,384 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2001 $18,790 $26,044 17,139 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2001 $20,441 $28,827 17,147 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2002 $20,525 $28,906 17,163 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2002 $18,976 $25,036 17,797 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2002 $17,036 $20,713 18,613 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2002 $18,122 $22,458 18,906 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2003 $17,888 $21,751 19,169 - --------------------------------------------------------------------------------- Class N Shares Comparison of Change in Value of $10,000 Hypothetical Investments in: Multiple Strategies Fund (Class N), S&P 500 Index and Lehman Brothers Aggregate Bond Index. [Line Graph] - --------------------------------------------------------------------------------- Date Value of Investment in S&P 500 Index Lehman Brothers Aggregate Bond Fund Index - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/01/2001 $10,000 $10,000 $10,000 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2001 $9,640 $9,367 $10,050 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2001 $10,197 $9,915 $10,107 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2001 $9,070 $8,460 $10,573 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2001 $9,876 $9,364 $10,578 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2002 $9,930 $9,390 $10,588 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 06/30/2002 $9,190 $8,132 $10,979 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 09/30/2002 $8,266 $6,728 $11,482 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12/31/2002 $8,793 $7,295 $11,663 - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 03/31/2003 $8,678 $7,065 $11,825 - --------------------------------------------------------------------------------- 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, the Fund pays the Manager an advisory fee at an annual rate that declines on additional assets as the Fund grows. - --------------------------------------------------------------------------------------- QMAB Fund MS Fund - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- 0.95% of the first $300 million of average 0.75% of the first $200 million of annual net assets, average annual net assets, - --------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------- 0.90% of average annual net assets in 0.72% of the next $200 million, excess of $300 million. - --------------------------------------------------------------------------------------- ------------------------------------------- 0.69% of the next $200 million, ------------------------------------------- ------------------------------------------- 0.66% of the next $200 million, ------------------------------------------- ------------------------------------------- 0.60% of the next $700 million, and ------------------------------------------- ------------------------------------------- 0.58% of the average annual net assets in excess of $1.5 billion. ------------------------------------------- Based on average annual net assets of the respective Fund. The management fee for QMAB Fund for the twelve months ended March 31, 2003 was 0.95% of the average annual net assets for each class of shares. The management fee for MS Fund for the twelve months ended March 31, 2003 was 0.72% of the average annual net assets for each class of shares. The 12b-1 distribution plans for both Funds were substantially similar. - -------------------------------------------------------------------------- QMAB MS Fund Combined Pro Forma 03/31/03 Class A Class A Class A - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- Management Fee 0.95% 0.72% 0.72% - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- 12b-1 Fees 0.02%1 0.20% 0.20% - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- Other Expenses 0.64% 0.20% 0.20% - -------------------------------------------------------------------------- - -------------------------------------------------------------------------- Total Expenses 1.61% 1.12% 1.12% - -------------------------------------------------------------------------- "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 MS Fund on March 31, 2003 were $586,315,488, as compared to $6,383,174 for QMAB Fund. Effective upon the Closing of the Reorganization, the management fee rate for MS Fund is expected to be 0.72% 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 less than the "Other Expenses" of QMAB 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 QMAB Fund. JP Morgan Chase Bank, located at 4 Chase Metro Tech Center, Brooklyn, NY 11245, acts as custodian of the securities and other assets of MS 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 QMAB Fund and MS 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, except that QMAB Fund is only offered for sale to retirement plans. 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 - QMAB Fund declares dividends separately for each class of shares from net investment income annually and pays those dividends to shareholders in December on a date selected by the Board of the Fund. MS Fund declares dividends separately for each class of shares from net investment income on a quarterly basis in March, June, September and December on a date selected by the Board of the Fund. Both Funds may realize capital gains on the sale of portfolio securities. If they do, they will make distributions out of any short-term or long-term capital gains in December of each year. 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 QMAB FUND AND MS FUND? As with most investments, investments in MS Fund and QMAB 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 in stocks, the value of each Fund's portfolio will be affected by changes in the stock markets in which they invest. 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. Both Funds also invest in foreign securities which may be subject to special risks. The change in value of a foreign currency against the U.S. dollar will affect the U.S. dollar value of securities denominated in that foreign currency. The value of foreign investments may be affected by change in control regulations, currency devaluation, expropriation or nationalization of a company's assets, foreign taxes, delays in settlement of transactions, changes in governmental economic or monetary policy in the U.S. or abroad, or other political and economic factors. In addition, both Funds invest in debt securities whose values are subject to change when prevailing interest rates change. The change in values may cause the Funds' share prices to go up or down. Debt securities are also subject to credit risk. Credit risk is the risk that the issuer of a security might not make interest and principal payments on the security as they become due. If the issuer fails to pay interest, the Funds' income may be reduced, and if the issuer fails to repay principal, the value of that security and of the Funds' shares might fall. For more information about the risks of the Funds, see "What are the Main Risks Associated with Investments 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 QMAB 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 QMAB Fund is a relatively smaller fund with approximately $6,383,174 in net assets as of March 31, 2003. The Board anticipates that QMAB Fund's assets will not increase substantially in size in the near future. In comparison, MS Fund had approximately $586.3 million in net assets as of March 31, 2003. After the Reorganization, the shareholders of QMAB Fund would become shareholders of a larger fund that is anticipated to have lower overall operating expenses than QMAB Fund. There can be no assurances that lower operating expenses will continue into the future. Economies of scale may benefit shareholders of QMAB Fund. The Board reviewed the investment objective of both Funds. QMAB Fund seeks income and long-term growth of capital, while MS Fund seeks high total investment return consistent with preservation of principal. Additionally, the Board considered that both Funds invest in a variety of equity securities, debt securities and money market instruments. The Board noted that each Fund is designed for long-term investors and each generally invests in a mix of stocks, debt securities and money market securities. The investment strategies and policies are in general similar, though there are some differences noted below under "How do the investment policies of the Funds compare." The Board noted that MS Fund's management fee is currently lower than that of QMAB Fund. The Board also considered that MS Fund's performance has been better than that of QMAB 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 QMAB Fund's participation in the transaction is in the best interests of the Fund and its shareholders, notwithstanding that the lower pro forma expenses of the combined funds (relative to QMAB Fund) and the historically better performance of MS Fund is subject to change, and that the Reorganization would not result in a dilution of the interests of existing shareholders of QMAB Fund. After consideration of the above factors, and such other factors and information as the Board of QMAB Fund deemed relevant, the Board, including the Trustees who are not "interested persons" (as defined in the Investment Company Act) of either QMAB 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 QMAB Fund. The Board of MS Fund also determined that the Reorganization was in the best interests of MS Fund and its shareholders and that no dilution would result to those shareholders. MS Fund shareholders do not vote on the Reorganization. The Board of MS Fund, including the Independent Trustees, unanimously approved the Reorganization and the Reorganization Agreement. For the reasons discussed above, the Board, on behalf of QMAB Fund, recommends that you vote FOR the Reorganization Agreement. If shareholders of QMAB Fund do not approve the Reorganization Agreement, the Reorganization will not take place. INFORMATION ABOUT THE REORGANIZATION This is only a summary of the material terms 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 QMAB Fund approve the Reorganization Agreement, the Reorganization will take place after various conditions are satisfied by QMAB Fund and MS 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 QMAB Fund approve the Reorganization Agreement, QMAB Fund will deliver to MS Fund substantially all of its net assets on the closing date. In exchange, shareholders of QMAB Fund will receive Class A, Class B, Class C and Class N MS Fund shares that have a value equal to the dollar value of the assets delivered by QMAB Fund to MS Fund. Class Y shares of QMAB Fund were liquidated prior to the merger. QMAB Fund will then be liquidated and its outstanding shares will be cancelled. The stock transfer books of QMAB Fund will permanently be 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 QMAB Fund. Redemption requests received after that time will be considered requests to redeem shares of MS Fund. Shareholders of QMAB Fund who vote their Class A, Class B, Class C and Class N shares in favor of the Reorganization will be electing in effect to redeem their shares of QMAB Fund at net asset value on the Valuation Date, after QMAB Fund subtracts a cash reserve, and reinvests the proceeds in Class A, Class B, Class C and Class N shares of MS Fund at net asset value. The cash reserve is that amount retained by QMAB Fund, which is deemed sufficient in the discretion of the Board for the payment of the Fund's outstanding debts, taxes, and expenses of liquidation. The cash reserve will consist of approximately $16,000 cash. This amount of cash reserve are reflected in the pro forma presentation of NAV. MS Fund is not assuming any debts of QMAB Fund except debts for unsettled securities transactions and outstanding dividend and redemption checks. Any debts paid out of the cash reserve will be those debts, taxes or expenses of liquidation incurred by QMAB Fund on or before the Closing Date. QMAB Fund will recognize capital gains or losses on any sales of portfolio securities made prior to the Reorganization. The sales contemplated in the Reorganization are anticipated to be in the ordinary course of business of QMAB Fund's activities. Under the Reorganization Agreement, within one year after the Closing Date, QMAB 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 MS Fund, if such remaining amount is not material (as defined below) or (ii) distribute such remaining amount to the shareholders of QMAB 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 QMAB Fund shares outstanding on the Valuation Date. In order to qualify for this rebate, it is not necessary for a shareholder of QMAB Fund to continue to hold shares of the combined entity after the Closing Date. If the cash reserve is insufficient to satisfy any of QMAB Fund's liabilities, the Manager will assume responsibility for any such unsatisfied liability. Within one year after the Closing Date, QMAB Fund will complete its liquidation. Under the Reorganization Agreement, either QMAB Fund or MS 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 QMAB Fund. Who Will Pay the Expenses of the Reorganization? The cost of printing and mailing the proxies and this Prospectus and Proxy Statement will be borne by QMAB Fund. Those printing costs and mailing costs are estimated to be $7,791 and $11,046 respectively. 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 approximate cost of the Reorganization is $38,591 for QMAB Fund, and $11,500 for MS Fund. 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 QMAB Fund and MS Fund, it is expected to be the opinion of Deloitte & Touche LLP, tax advisor to QMAB Fund, that shareholders of QMAB 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 MS Fund, and that shareholders of MS Fund will not recognize any gain or loss upon receipt of QMAB Fund's assets. If this type of tax opinion is not forthcoming by the Closing Date, the Fund may still choose to go forward with the reorganization, pending re-solicitation of shareholders and 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, QMAB Fund will pay a dividend which will have the effect of distributing to QMAB Fund's shareholders all of QMAB 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 QMAB 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 and Class N shares of MS Fund? The rights of shareholders of both Funds are substantially the same. Both Funds are organized as Massachusetts business trusts. The Declarations of Trust and By-Laws are substantially similar with respect to rights voting for the election of Trustees, and rights for mergers, liquidations and distributions, and redemptions. Shareholders of MS Fund have voting rights that are greater on certain significant matters that shareholders of QMAB Fund do not have. Class A, Class B, Class C and Class N shares of MS Fund will be distributed to shareholders of Class A, Class B, Class C and Class N shares of QMAB Fund, respectively, in connection with the Reorganization. Class Y shares of QMAB Fund were liquidated prior to the merger. 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 MS 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 MS Fund will be recorded electronically in each shareholder's account. MS Fund will then send a confirmation to each shareholder. Shareholders of Class A shares of QMAB Fund holding certificates representing their shares will not be required to surrender their certificates in connection with the Reorganization. However, former Class A shareholders of QMAB Fund whose shares are represented by outstanding share certificates will not be allowed to redeem, transfer or pledge class shares of MS Fund they receive in the Reorganization until the certificates for the exchanged QMAB Fund have been returned to the Transfer Agent. Shareholders of Class B, Class C, Class N and Class Y shares of QMAB Fund do not have certificates representing their shares. Their shares will be cancelled. Like QMAB Fund, MS Fund does not routinely hold annual shareholder meetings. COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES This section describes key investment policies of QMAB Fund and MS Fund, and certain noteworthy differences between the investment objectives and policies of the two Funds. For a complete description of MS Fund's investment policies and risks, please review its prospectus and Statement of Additional Information dated November 22, 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 QMAB Fund should consider the differences in investment objectives, policies and risks of the Funds. Further information about MS 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 QMAB Fund" and "Information about MS Fund." QMAB Fund's investment objective is to seek income and long-term growth of capital and MS Fund's investment objective is to seek high total investment return consistent with preservation of principal. 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. Particular investments and investment strategies also have risks. There is also the risk that poor securities selection by the Manager will cause the Funds 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? In selecting securities for MS Fund, MS Fund's portfolio managers use different investment styles to carry out an asset allocation strategy that seeks broad diversification across asset classes. They normally maintain a balanced mix of stocks, debt securities and cash, although MS Fund has no requirements to weight the portfolio holdings in a fixed proportion. Therefore, the portfolio's mix of equity and debt securities and cash will change over time as the portfolio managers seek relative values and opportunities in different asset classes. Because the goal of total return looks for an increase in the overall portfolio value from a combination of capital growth and income, MS Fund invests in stocks mainly for their capital appreciation potential and in debt securities for income. The income from debt securities and money market instruments can also help the Fund preserve principal when stock markets are volatile. The portfolio managers of MS Fund employ both "growth" and "value" styles in selecting stocks. They employ fundamental analysis of a company's financial statements and management structure, operations and product development, as well as the industry of which the company is part. Value investing seeks stocks that are temporarily out of favor or undervalued in the market by various measures, such as the stock's price/earnings ratio. Growth investing seeks stocks that the manager believes have possibilities for increases in stock price because of strong earnings growth compared to the market, the development of new products or services or other favorable economic factors. In selecting securities for QMAB Fund, QMAB Fund's portfolio managers use a quantitative model. They manage the stock portion of QMAB Fund's portfolio using behavioral finance models to search for securities of companies believed to be underpriced, while maintaining a risk profile like the Standard & Poor's 500 Composite Stock Price Index. The portfolio managers allocate QMAB Fund's investments among equity and debt securities after assessing the relative values of these different types of investments under prevailing market conditions. The portfolio might hold stocks, bonds and money market instruments in different proportions at different times. While stocks and other equity securities are normally emphasized to seek growth of capital, the portfolio managers might buy bonds and other fixed-income securities, instead of stocks, when they think that (1) common stocks in general appear to be overvalued, (2) debt securities offer meaningful capital growth opportunities relative to common stocks, or (3) it is desirable to maintain liquidity pending investment in equity securities to seek capital growth opportunities. Each Fund attempts to reduce their exposure to market risks by diversifying their investments that is, by not holding a substantial amount of stock of any one company and by not investing too great a percentage of the Funds' assets in any one company. Neither Fund concentrates 25% or more of its assets in investments in any one industry. Both Funds can invest in companies in any particular capitalization range; however both Funds are primarily invested in large-cap ($9 billion to $25 billion) and mega-cap (above $25 billion) stocks. Other Equity Securities. While MS Fund emphasizes investments in common stocks, it can also buy preferred stocks, warrants and securities convertible into common stock, which may be subject to credit risks and interest rate risks. QMAB Fund invests in other equity securities such as non-convertible preferred stocks and securities convertible into common stock. 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. MS Fund will not invest more than 10% of its net assets in illiquid or restricted securities. QMAB Fund will not invest more than 15% of its net assets in illiquid of restricted securities. Certain restricted securities that are eligible for resale to qualified institutional purchasers may not be subject to those limits. The Manager or respective Adviser or Subadviser monitors holdings of illiquid securities on an ongoing basis to determine whether to sell any holdings to maintain adequate liquidity. Foreign Investing. QMAB Fund may invest up to 15% of its total assets in foreign equity securities and up to 20% of its total assets in debt securities of foreign issuers. MS Fund can buy securities in any country, including developed countries and emerging markets. MS Fund has no limits on the amount of its assets that can be invested in foreign securities; however, it normally expects to invest not more than 50% of its assets in foreign securities. 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. QMAB Fund and MS Fund can invest in emerging markets. Securities in emerging and developing markets present risks not found in more mature 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. Economies of developing countries may be more dependent on relatively few industries that may be highly vulnerable to local and global changes. These investments may be very speculative. 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" QMAB Fund can use. Options, futures contracts and other hedging instruments may be considered derivative investments for MS Fund. In addition to using derivatives for hedging, QMAB Fund might use other derivative investments because they offer the potential for increased income and principal value. MS Fund might use other derivative investments because they offer the potential for increased value. QMAB Fund and MS 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 MS Fund and the Adviser or Subadviser of QMAB Fund expected it to perform. 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. For QMAB 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. Hedging. Both Funds can buy and sell futures contracts, put and call options and forward contracts. These are all referred to as "hedging instruments." The Funds are not required to use hedging instruments 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. There are also special risks in particular hedging strategies. Options trading involves the payment of premiums, has special tax effects on the Funds and can increase portfolio turnover. If the Adviser or Sub-Adviser for QMAB Fund and the Manager for MS Fund use a hedging instrument at the wrong time or judged market conditions incorrectly, the hedge might fail and the strategy could reduce the Funds' 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. "Portfolio turnover" describes the rate at which the Funds traded their portfolio securities during their last fiscal year. Both Funds can engage in short-term trading to achieve their objective. Increased portfolio turnover affects brokerage costs the Funds pay. If QMAB 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 MS 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. These companies 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. MS Fund does not intend to invest more than 5% of its net assets in these securities. 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. QMAB Fund and MS Fund will not enter into a repurchase agreement that causes more than 15% and 10%, respectively, 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 MS Fund's net assets that may be subject to repurchase agreements having maturities of seven days or less. Loans of Portfolio Securities. To raise cash for liquidity purposes, MS Fund can lend its portfolio securities to brokers, dealers and other types of financial institutions approved by the Fund's Board of Trustees. As a fundamental policy, these loans are limited to not more than 25% of the value of MS Fund's total assets. MS Fund currently does not intend to engage in loans of securities, but if it does so, such loans will not likely exceed 5% of the Fund's total assets. There are some risks in connection with securities lending. MS Fund might experience a delay in receiving additional collateral to secure a loan, or a delay in recovery of the loaned securities if the borrower defaults. The Fund must receive collateral for a loan. When MS Fund lends securities, it receives amounts equal to the dividends or interest on loaned securities. It also receives one or more of (a) negotiated loan fees, (b) interest on securities used as collateral, and (c) interest on any short-term debt securities purchased with such loan collateral. Any of these types of interest may be shared with the borrower. MS Fund may also pay reasonable finder's, custodian and administrative fees in connection with these loans. The terms of the Fund's loans must meet applicable tests under the Internal Revenue Code and must permit the Fund to reacquire loaned securities on five (5) days' notice or in time to vote on any important matter. QMAB Fund is not authorized to lend portfolio securities. 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 Funds' principal investment strategies. For QMAB Fund they would be cash equivalents (such as commercial paper), money market instruments, short-term debt securities, U.S. government securities, repurchase agreements and purchase and sales contracts and could include other investment grade debt securities and short-term securities for cash management purposes. For MS Fund, they would be high-quality, short-term money market instruments, such as U.S. government securities, highly rated commercial paper, short-term corporate debt obligations, or repurchase agreements. MS 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, they might not achieve their investment objective. What are the fundamental investment restrictions of the Funds? Both QMAB Fund and MS Fund have certain additional investment restrictions that are fundamental policies, changeable only by shareholder approval. Both Funds' investment objectives are also fundamental policies. 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 QMAB 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 Statements 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. |_| MS Fund cannot lend money. However, it can buy debt securities that its investment policies and restrictions permit it to purchase. MS 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 agreements. |_| QMAB 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. For MS Fund, obligations of the U.S. government, its agencies and instrumentalities are not considered to be part of an "industry" for purposes of this restriction. |_| 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. For MS Fund, this includes futures contracts. However, QMAB Fund may purchase readily-marketable securities of companies holding real estate or interests in real estate. MS Fund may purchase debt securities secured by 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. |_| QMAB Fund cannot borrow money in excess of 33 1/3% of the value of its total assets. QMAB Fund may borrow only from banks and/or affiliated investment companies. With respect to this fundamental policy, QMAB 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. MS Fund does not have such a fundamental restriction. |_| MS Fund cannot borrow money in excess of 5% of the value of its total assets. It can borrow only as a temporary measure for extraordinary or emergency purposes. |_| MS Fund cannot invest in the securities issued by any company for the purpose of acquiring control or management of that company, except in connection with a merger, reorganization, consolidation or acquisition of assets. QMAB Fund does not have such a fundamental investment restriction. |_| MS Fund cannot invest in or hold securities of any issuer if officers and Trustees of MS Fund or the Manager individually beneficially own more than 1/2 of 1% of the securities of that issuer and together own more than 5% of the securities of that issuer. QMAB Fund does not have such a fundamental investment restriction. |_| MS Fund cannot buy securities on margin. However, this does not prohibit MS Fund from making margin deposits in connection with any of the hedging instruments permitted by any of its other investment policies. QMAB Fund does not have such a fundamental investment restriction. MS Fund cannot mortgage, hypothecate or pledge any of its assets to secure a debt. However, the escrow arrangements in connection with hedging instruments are not considered to involve a mortgage, hypothecation or pledge. QMAB Fund does not have such a fundamental investment restriction. 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 QMAB Fund, the Manager has retained Prudential Investment Management, the Sub-Advisor, to provide day-to-day portfolio management for QMAB Fund. The sub-advisory fee is paid by the Manager out of its management fee. Under the Investment Advisory Agreement for MS Fund and under the Subadvisory Agreement for QMAB Fund, the Manager, Adviser, or SubAdviser is authorized and directed to (i) regularly provide investment advice and recommendations to each Fund with respect to the Fund's 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 Fund; 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 the 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 and its subsidiaries and controlled affiliates 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, 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 QMAB Fund and MS 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 both Funds, 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 and Class C 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 at an annual rate of 0.75% of average annual net assets. Under each 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 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. Shares of QMAB Fund are offered for sale only to retirement plans. The procedures for purchases, exchanges and redemptions of shares of the Funds are nearly identical; however, for QMAB 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 from the beginning of the calendar month of their purchase, 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% will be deducted from the redemption proceeds. 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 and Class N shares of MS Fund received in the Reorganization will be issued at net asset value, without a sales charge and no CDSC will be imposed on any QMAB Fund shares exchanged for MS Fund shares as a result of the Reorganization. However, any CDSC that applies to QMAB Fund shares as of the date of the exchange will carry over to MS 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, (ix) telephone and Internet redemption and exchange privileges, and (x) for QMAB Fund only, wire redemptions of fund shares (for a fee). 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 - QMAB Fund declares dividends separately for each class of shares from net investment income on an annual basis and pays those dividends to shareholders in December on a date selected by the Board of Trustees of the Fund. MS Fund declares dividends separately for each class of shares from net investment income on a quarterly basis in March, June, September and December on a date selected by the Board of Trustees of the Fund. Dividends and the distributions paid on Class A, Class B, Class C, and Class N 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 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 QMAB 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 QMAB 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 QMAB 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 three (3) different 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 QMAB 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 QMAB 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 QMAB 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 QMAB 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 _________ outstanding shares of MS Fund, consisting of _________ Class A shares, _________ Class B shares, __________ Class C shares, and __________ Class N 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 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. For purposes of the Meeting, a majority of shares outstanding and entitled to vote, present in person or represented by proxy, constitutes a quorum. MS Fund shareholders do not vote on the Reorganization. What other solicitations will be made? QMAB 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 QMAB 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 QMAB 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 appraisal rights? No. Under the Investment Company 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 MS 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. INFORMATION ABOUT MULTIPLE STRATEGIES FUND Information about MS Fund (File no. 811-3864) is included in MS Fund's Prospectus dated November 22, 2002 as supplemented January 31, 2003, which is attached to and considered a part of this Prospectus and Proxy Statement. Additional information about MS Fund is included in the Fund's Statement of Additional Information dated November 30, 2002, and the Annual Report dated September 30, 2002, 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 MS Fund at OppenheimerFunds Services, P.O. Box 5270, Denver, CO 80217-5270. MS 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 Investment Company 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 QM ACTIVE BALANCED FUND Information about QMAB Fund (File no. 811-10153) is included in the current QMAB Fund Prospectus. This document has been filed with the SEC and is incorporated herein by reference. Additional information about QMAB Fund is also included in the Fund's Statement of Additional Information dated March 28, 2003, and the Annual Report dated November 30, 2002, 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 QMAB 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 QMAB 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 QMAB Fund, as a group, owned less than 1% of the outstanding voting shares of QMAB Fund. As of June 18, 2003, the only persons who owned of record or was known by QMAB 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 MS Fund, as a group, owned less than 1% of the outstanding voting shares of MS Fund. As of June 18, 2003, the only persons who owned of record or was known by MS 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 Multiple Strategies Fund Graphic material included in the Prospectus of Oppenheimer Multiple Strategies 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 ten 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 Multiple Strategies Fund - ---- ------------------------------------ Ended Class A Shares - ----- -------------- 12/31/93 16.30% 12/31/94 -1.59% 12/31/95 22.79% 12/31/96 17.23% 12/31/97 17.77% 12/31/98 7.05% 12/31/99 10.60% 12/31/00 6.57% 12/31/01 1.68% 12/31/02 -10.60% Appendix to Prospectus and Proxy Statement of Oppenheimer Select Managers QM Active Balanced Fund Graphic material included in the Prospectus of Oppenheimer Select Managers QM Active Balanced 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 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 - -------- Year Oppenheimer Select Managers QM Active Balanced - ---- ----------------------------------------------- Fund ---- Ended Class A Shares - ----- -------------- 12/31/02 -12.44% EXHIBITS TO THE COMBINED PROXY STATEMENT AND PROSPECTUS Exhibit - ------- A Agreement and Plan of Reorganization between Oppenheimer Select Managers QM Active Balanced Fund and Oppenheimer Multiple Strategies 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 QM Active Balanced Fund ("QMAB Fund"), a Massachusetts business trust and Oppenheimer Multiple Strategies Fund ("MS 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 QMAB Fund through the acquisition by MS Fund of substantially all of the assets of QMAB Fund in exchange for the voting shares of beneficial interest ("shares") of Class A, Class B, Class C, and Class N shares of MS Fund and the assumption by MS Fund of certain liabilities of QMAB Fund, for which Class A, Class B, Class C, and Class N shares of MS Fund are to be distributed by QMAB Fund pro rata to its shareholders in complete liquidation of QMAB 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 MS Fund of substantially all of the assets of QMAB Fund in exchange for Class A, Class B, Class C, and Class N shares of MS Fund and the assumption by MS Fund of certain liabilities of QMAB Fund, followed by the distribution of such Class A, Class B, Class C, and Class N shares of MS Fund to the Class A, Class B, Class C, and Class N shareholders of QMAB Fund in exchange for their Class A, Class B, Class C, and Class N shares of QMAB Fund, all upon and subject to the terms of the Agreement hereinafter set forth. Class Y shares of QMAB Fund will be redeemed prior to the merger. The share transfer books of QMAB 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 QMAB Fund; redemption requests received by QMAB Fund after that date shall be treated as requests for the redemption of the shares of MS 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 QMAB Fund on that date, excluding a cash reserve (the "cash reserve") to be retained by QMAB Fund sufficient in its discretion for the payment of the expenses of QMAB 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 MS Fund, in exchange for and against delivery to QMAB Fund on the Closing Date of a number of Class A, Class B, Class C, and Class N shares of MS Fund, having an aggregate net asset value equal to the value of the assets of QMAB Fund so transferred and delivered. 3. The net asset value of Class A, Class B, Class C, and Class N shares of MS Fund and the value of the assets of QMAB 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, and Class N shares of MS Fund and the Class A, Class B, Class C, and Class N shares of QMAB Fund shall be done in the manner used by MS Fund and QMAB Fund, respectively, in the computation of such net asset value per share as set forth in their respective prospectuses. The methods used by MS Fund in such computation shall be applied to the valuation of the assets of QMAB Fund to be transferred to MS Fund. QMAB 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 QMAB Fund's shareholders all of QMAB 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 South 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, QMAB Fund shall distribute on a pro rata basis to the shareholders of QMAB Fund as of the Valuation Date Class A, Class B, Class C, and Class N shares of MS Fund received by QMAB Fund on the Closing Date in exchange for the assets of QMAB Fund in complete liquidation of QMAB Fund; for the purpose of the distribution by QMAB Fund of Class A, Class B, Class C, and Class N shares of MS Fund to QMAB Fund's shareholders, MS Fund will promptly cause its transfer agent to: (a) credit an appropriate number of Class A, Class B, Class C, and Class N shares of MS Fund on the books of MS Fund to each Class A, Class B, Class C, and Class N shareholder of QMAB Fund in accordance with a list (the "Shareholder List") of QMAB Fund shareholders received from QMAB Fund; and (b) confirm an appropriate number of Class A, Class B, Class C, and Class N shares of MS Fund to each Class A, Class B, Class C, and Class N shareholder of QMAB Fund; certificates for Class A shares of MS Fund will be issued upon written request of a former shareholder of QMAB Fund but only for whole shares, with fractional shares credited to the name of the shareholder on the books of MS Fund and only after any share certificates for QMAB 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 QMAB Fund, indicating his or her share balance. QMAB Fund agrees to supply the Shareholder List to MS Fund not later than the Closing Date. Shareholders of QMAB 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 MS Fund which they received. 6. Within one year after the Closing Date, QMAB 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 MS 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 QMAB 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 QMAB 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, MS Fund will be in compliance with all of its investment policies and restrictions. At the Closing, QMAB Fund shall deliver to MS Fund two copies of a list setting forth the securities then owned by QMAB Fund. Promptly after the Closing, QMAB Fund shall provide to MS Fund a list setting forth the respective federal income tax bases thereof. 8. Portfolio securities or written evidence acceptable to MS Fund of record ownership thereof by The Depository Trust Company or through the Federal Reserve Book Entry System or any other depository approved by QMAB 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 QMAB Fund on the Closing Date to MS 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 MS Fund for the account of MS Fund. Class A, Class B, Class C, and Class N shares of MS Fund representing the number of Class A, Class B, Class C, and Class N shares of MS Fund being delivered against the assets of QMAB Fund, registered in the name of QMAB Fund, shall be transferred to QMAB Fund on the Closing Date. Such shares shall thereupon be assigned by QMAB Fund to its shareholders so that the shares of MS Fund may be distributed as provided in Section 5. If, at the Closing Date, QMAB Fund is unable to make delivery under this Section 8 to MS Fund of any of its portfolio securities or cash for the reason that any of such securities purchased by QMAB Fund, or the cash proceeds of a sale of portfolio securities, prior to the Closing Date have not yet been delivered to it or QMAB Fund's custodian, then the delivery requirements of this Section 8 with respect to said undelivered securities or cash will be waived and QMAB Fund will deliver to MS 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 MS Fund, together with such other documents, including a due bill or due bills and brokers' confirmation slips as may reasonably be required by MS Fund. 9. MS Fund shall not assume the liabilities (except for portfolio securities purchased which have not settled and for shareholder redemption and dividend checks outstanding) of QMAB Fund, but QMAB 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 QMAB Fund. QMAB Fund and MS 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 MS Fund and QMAB Fund associated with this reorganization, including legal, accounting and transfer agent expenses, will be borne by QMAB Fund and MS Fund, respectively, in the amounts so incurred by each. 10. The obligations of MS Fund hereunder shall be subject to the following conditions: A. The Board of Trustees of QMAB Fund shall have authorized the execution of the Agreement, and the shareholders of QMAB Fund shall have approved the Agreement and the transactions contemplated hereby, and QMAB Fund shall have furnished to MS Fund copies of resolutions to that effect certified by the Secretary or the Assistant Secretary of QMAB 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. MS Fund shall have received an opinion dated as of the Closing Date from counsel to QMAB Fund, to the effect that (i) QMAB 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 QMAB Fund and to authorize effectively the transactions contemplated by the Agreement have been taken by QMAB Fund. Massachusetts counsel may be relied upon for this opinion. C. The representations and warranties of QMAB Fund contained herein shall be true and correct at and as of the Closing Date, and MS 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 QMAB Fund, dated as of the Closing Date, to that effect. D. On the Closing Date, QMAB Fund shall have furnished to MS Fund a certificate of the Treasurer or Assistant Treasurer of QMAB Fund as to the amount of the capital loss carry-over and net unrealized appreciation or depreciation, if any, with respect to QMAB 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 QMAB Fund at the close of business on the Valuation Date. F. A Registration Statement on Form N-14 filed by MS 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, MS Fund shall have received a letter from Robert G. Zack or other senior executive officer of OppenheimerFunds, Inc. acceptable to MS 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 QMAB Fund arising out of litigation brought against QMAB 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 QMAB Fund delivered to MS 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. MS 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. MS Fund shall have received at the Closing all of the assets of QMAB 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 QMAB Fund hereunder shall be subject to the following conditions: A. The Board of Trustees of MS Fund shall have authorized the execution of the Agreement, and the transactions contemplated thereby, and MS Fund shall have furnished to QMAB Fund copies of resolutions to that effect certified by the Secretary or the Assistant Secretary of MS Fund. B. QMAB 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 QMAB Fund shall have furnished MS Fund copies of resolutions to that effect certified by the Secretary or an Assistant Secretary of QMAB Fund. C. QMAB Fund shall have received an opinion dated as of the Closing Date from counsel to MS Fund, to the effect that (i) MS 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 MS Fund and to authorize effectively the transactions contemplated by the Agreement have been taken by MS Fund; and (iii) the shares of MS 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 MS Fund's Statement of Additional Information. Massachusetts counsel may be relied upon for this opinion. D. The representations and warranties of MS Fund contained herein shall be true and correct at and as of the Closing Date, and QMAB 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. QMAB 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) QMAB Fund's representation that there is no plan or intention by any QMAB Fund shareholder who owns 5% or more of QMAB Fund's outstanding shares, and, to QMAB Fund's best knowledge, there is no plan or intention on the part of the remaining QMAB Fund shareholders, to redeem, sell, exchange or otherwise dispose of a number of MS Fund shares received in the transaction that would reduce QMAB Fund shareholders' ownership of MS 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 QMAB Fund shares as of the same date, and (ii) the representation by each of QMAB Fund and MS Fund that, as of the Closing Date, QMAB Fund and MS 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. QMAB Fund and MS 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 QMAB Fund upon the distribution of Class A, Class B, Class C, and Class N shares of beneficial interest in MS Fund to the shareholders of QMAB Fund pursuant to Section 354 of the Code. 4. Under Section 361(a) of the Code no gain or loss will be recognized by QMAB Fund by reason of the transfer of substantially all its assets in exchange for Class A, Class B, Class C, and Class N shares of MS Fund. 5. Under Section 1032 of the Code no gain or loss will be recognized by MS Fund by reason of the transfer of substantially all of QMAB Fund's assets in exchange for Class A, Class B, Class C, and Class N shares of MS Fund and MS Fund's assumption of certain liabilities of QMAB Fund. 6. The shareholders of QMAB Fund will have the same tax basis and holding period for the Class A, Class B, Class C, and Class N shares of beneficial interest in MS Fund that they receive as they had for QMAB Fund shares that they previously held, pursuant to Section 358(a) and 1223(1), respectively, of the Code. 7. The securities transferred by QMAB Fund to MS Fund will have the same tax basis and holding period in the hands of MS Fund as they had for QMAB 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 QMAB Fund at the close of business on the Valuation Date. G. A Registration Statement on Form N-14 filed by MS 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, QMAB Fund shall have received a letter from Robert G. Zack or other senior executive officer of OppenheimerFunds, Inc. acceptable to QMAB 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 MS Fund arising out of litigation brought against MS 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 MS Fund delivered to QMAB 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. QMAB Fund shall acknowledge receipt of the Class A, Class B, Class C, Class N and Class Y shares of MS Fund. 12. QMAB Fund hereby represents and warrants that: A. The audited financial statements of QMAB Fund as of November 30, 2002 and unaudited financial statements as of May 31, 2003 heretofore furnished to MS Fund, present fairly the financial position, results of operations, and changes in net assets of QMAB 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 QMAB Fund, it being agreed that a decrease in the size of QMAB 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 QMAB Fund's shareholders, QMAB Fund has authority to transfer all of the assets of QMAB 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 QMAB 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 QMAB Fund and no material claim and no material legal, administrative or other proceedings pending or, to the knowledge of QMAB Fund, threatened against QMAB Fund, not reflected in such Prospectus; E. Except for the Agreement, there are no material contracts outstanding to which QMAB Fund is a party other than those ordinary in the conduct of its business; F. QMAB 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 QMAB 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 QMAB 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 QMAB Fund no such return is currently under audit and no assessment has been asserted with respect to such returns; and H. QMAB Fund has elected that QMAB Fund be treated as a regulated investment company and, for each fiscal year of its operations, QMAB Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and QMAB Fund intends to meet such requirements with respect to its current taxable year. 13. MS Fund hereby represents and warrants that: A. The audited financial statements of MS Fund as of September 30, 2002 and unaudited financial statements as of March 31, 2003 heretofore furnished to QMAB Fund, present fairly the financial position, results of operations, and changes in net assets of MS 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 MS Fund, it being understood that a decrease in the size of MS 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 MS 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 MS Fund and no material claim and no material legal, administrative or other proceedings pending or, to the knowledge of MS Fund, threatened against MS Fund, not reflected in such Prospectus; D. There are no material contracts outstanding to which MS Fund is a party other than those ordinary in the conduct of its business; E. MS Fund is a business trust duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts; MS 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, and Class N shares of MS Fund which it issues to QMAB 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 MS Fund's Statement of Additional Information, will conform to the description thereof contained in MS Fund's Registration Statement and will be duly registered under the 1933 Act and in the states where registration is required; and MS 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 MS 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 MS 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 MS Fund ended September 30, 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. MS Fund has elected to be treated as a regulated investment company and, for each fiscal year of its operations, MS Fund has met the requirements of Subchapter M of the Code for qualification and treatment as a regulated investment company and MS Fund intends to meet such requirements with respect to its current taxable year; H. MS Fund has no plan or intention (i) to dispose of any of the assets transferred by QMAB Fund, other than in the ordinary course of business, or (ii) to redeem or reacquire any of the Class A, Class B, Class C, and Class N 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, MS 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. MS Fund hereby represents to and covenants with QMAB Fund that, if the reorganization becomes effective, MS Fund will treat each shareholder of QMAB Fund who received any of MS Fund's shares as a result of the reorganization as having made the minimum initial purchase of shares of MS Fund received by such shareholder for the purpose of making additional investments in shares of MS Fund, regardless of the value of the shares of MS Fund received. 15. MS 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. QMAB 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. MS Fund understands that the obligations of QMAB Fund under the Agreement are not binding upon any Trustee or shareholder of QMAB Fund personally, but bind only QMAB Fund and QMAB Fund's property. MS Fund represents that it has notice of the provisions of the Declaration of Trust of QMAB Fund disclaiming shareholder and trustee liability for acts or obligations of QMAB Fund. 20. QMAB Fund understands that the obligations of MS Fund under the Agreement are not binding upon any trustee or shareholder of MS Fund personally, but bind only MS Fund and MS Fund's property. QMAB Fund represents that it has notice of the provisions of the Declaration of Trust of MS Fund disclaiming shareholder and trustee liability for acts or obligations of MS 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 QM ACTIVE BALANCED FUND By: ______________________ Robert G. Zack Vice President and Secretary OPPENHEIMER MULTIPLE STRATEGIES FUND By: ______________________ Robert G. Zack Secretary EXHIBIT B PRINCIPAL SHAREHOLDERS A. Major Shareholders of MS Fund. As of June 18, 2003, the only persons who owned of record or who were known by MS 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 QMAB Fund. As of June 18, 2003, the only persons who owned of record or who were known by QMAB 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 QM ACTIVE BALANCED FUND By and in exchange for Shares of the OPPENHEIMER MULTIPLE STRATEGIES 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 QM Active Balanced Fund ("QMAB Fund") for shares of Oppenheimer Multiple Strategies Fund ("MS 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 (to be filed upon availability) for the six-month period ended May 31, 2003, respectively, of QMAB Fund; (ii) audited financial statements for the 12-month period ended September 30, 2002, and financial statements for the six-month period ended March 31, 2003, respectively, of MS Fund; (iii) the Prospectus of QMAB Fund dated March 28, 2003, as supplemented May 7, 2003; (iv) the Statement of Additional Information of QMAB Fund dated March 28, 2003; and (iv) the Statement of Additional Information of MS Fund dated November 30, 2002, as supplemented February 12, 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 MULTIPLE STRATEGIES 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 3/6/97: Previously filed with Registrant's Post-Effective Amendment No. 29 to Registrant's registration statement, (Reg. No. 2-86903), 11/24/97, and incorporated herein by reference. (2) Amended and Restated By-Laws dated 6/4/98: Previously filed with Registrant's Post-Effective Amendment No. 32 to Registrant's registration statement, (Reg. No. 2-86903), 1/29/99, and incorporated herein by reference. (3) N/A (4) Agreement and Plan of Reorganization: See Exhibit A to Part A of the Registration Statement: Filed herewith. (5) (i) Specimen Class A Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 37 to Registrant's Registration Statement, (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (ii) Specimen Class B Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 37 to Registrant's Registration Statement, (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (iii)Specimen Class C Share Certificate: Previously filed with Registrant's Post-Effective Amendment No. 37 to Registrant's Registration Statement, (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (iv) Specimen Class N Share Certificate: Previously filed with Registrant's Post Effective Amendment No. 37 to Registrant's Registration Statement, (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (6) (i) Amended and Restated Investment Advisory Agreement dated 12/11/97: Previously filed with Registrant's Post-Effective Amendment No. 30 to Registrant's Registration Statement (Reg. No. 2-86903), 1/22/98, and incorporated herein by reference. (7) (i) General Distributor's Agreement dated 12/10/92: Previously filed with Registrant's Post-Effective Amendment No. 15 to Registrant's Registration Statement, (Reg. No. 2-86903), 4/19/93, refiled with Registrant's Post-Effective Amendment No. 20, 3/2/95, pursuant to Item 102 of Regulation S-T 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: (i) Amended and Reinstated Retirement Plan for Non-Interested Trustees or Directors dated 8/9/01: Previously filed with Post-Effective Amendment No. 34 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590), 10/25/01, and incorporated herein by reference. (ii) Form of Deferred Compensation Plan for Disinterested Trustees/Directors: Previously filed with Post-Effective Amendment No. 26 to the Registration Statement of Oppenheimer Gold & Special Minerals Fund (Reg. No. 2-82590), 10/28/98, and incorporated herein by reference. (9) Global Custody Agreement dated August 16, 2002 between Registrant and JP Morgan Chase Bank: Previously filed with Post-Effective Amendment No. 9 to the Registration Statement of Oppenheimer International Bond Fund (Reg. No. 33-58383), 11/21/02, and incorporated herein by reference. (10) (i) Amended and Restated Service Plan and Agreement for Class A shares dated 4/11/02: Previously filed with Registrant's Post-Effective Amendment No. 37 to Registrant's Registration Statement (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (ii) Distribution and Service Plan and Agreement for Class B shares dated 2/12/98: Previously filed with Registrant's Post-Effective Amendment No. 30 to Registrant's Registration Statement (Reg. No. 2-86903), 1/22/98, and incorporated herein by reference. (iii) Distribution and Service Plan and Agreement for Class C shares dated 2/12/98: Previously filed with Registrant's Post-Effective Amendment No. 30 to Registrant's Registration Statement (Reg. No. 2-86903), 1/22/98, and incorporated herein by reference. (iv) Distribution and Service Plan and Agreement for Class N shares dated 10/12/00: Previously filed with Registrant's Post-Effective Amendment No. 37 to Registrant's Registration Statement (Reg. No. 2-86903), 11/21/02, and incorporated herein by reference. (11) Opinion and Consent of Counsel: Opinion of Mayer, Brown, Rowe & Maw: Filed herewith. (12) Tax Opinion Relating to the Reorganization: Draft Tax Opinion of Deloitte and Touche LLP: Filed herewith. (13) N/A. (14) (i) Consent of Deloitte and Touche LLP: To be filed by Amendment. (ii) Consent of KPMG LLP: To be filed by Amendment. (15) N/A. (16) (i) Powers of Attorney for all Trustees/Directors and Principal Officers except for Joel W. Motley and John V. Murphy (including Certified Board Resolutions): Previously filed with Pre-Effective Amendment No. 1 to the Registration Statement of Oppenheimer Emerging Growth Fund (Reg. No. 333-44176), 10/5/00, and incorporated herein by reference. (ii) Power of Attorney for John Murphy (including Certified Board Resolution): Previously filed with Post-Effective Amendment No. 41 to the Registration Statement of Oppenheimer U.S. Government Trust (Reg. No. 2-76645), 10/22/01, and incorporated herein by reference. (iii) Power of Attorney for Joel W. Motley (including Certified Board Resolution): Previously filed with Post-Effective Amendment No. 8 to the Registration Statement of Oppenheimer International Small Company Fund (Reg. 333-31537), 10/22/02, and incorporated herein by reference. Item 17. Undertakings - ---------------------- (1) N/A. (2) N/A. (3) The undersigned registrant agrees to file a final tax opinion relating to the Reorganization within a reasonable time within the Closing Date. (4) Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the 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 Act and will be governed by the final adjudication of such issue. 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 19 day of June 2003. OPPENHEIMER MULTIPLE STRATEGIES FUND By: /s/ John V. Murphy* ------------------------------------------- John V. Murphy, President, Principal Executive Officer & Trustee 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/ Clayton K. Yeutter* Chairman of the June 19, 2003 - ----------------------------- Board of Trustees Clayton K. Yeutter /s/ Donald W. Spiro* Vice Chairman of the June 19, 2003 - ----------------------------- Board and Trustee Donald W. Spiro /s/ John V. Murphy * President, Principal June 19, 2003 - ------------------------------Executive Officer John V. Murphy and Trustee /s/ Brian W. Wixted* Treasurer, Principal June 19, 2003 - ------------------------------Financial and Brian W. Wixted Accounting Officer /s/ Robert G. Galli* Trustee June 19, 2003 - ---------------------------------- Robert G. Galli /s/ Phillip A. Griffiths Trustee June 19, 2003 - --------------------------------- Phillip A. Griffiths /s/ Benjamin Lipstein* Trustee June 19, 2003 - --------------------------------- Benjamin Lipstein /s/ Joel W. Motley* Trustee June 19, 2003 - --------------------------------- Joel W. Motley /s/ Elizabeth B. Moynihan* Trustee June 19, 2003 - --------------------------------- Elizabeth B. Moynihan /s/ Kenneth A. Randall* Trustee June 19, 2003 - --------------------------------- Kenneth A. Randall /s/ Edward V. Regan* Trustee June 19, 2003 - --------------------------------- Edward V. Regan /s/ Russell S. Reynolds, Jr.* Trustee June 19, 2003 - --------------------------------- Russell S. Reynolds, Jr. *By: /s/ Robert G. Zack June 19, 2003 - ----------------------------------------- Robert G. Zack, Attorney-in-Fact
OPPENHEIMER MULTIPLE STRATEGIES FUND EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 16(11) Opinion and Consent of Counsel 16(12) Draft Tax Opinion Relating to Reorganization