DRAFT
[Date]
Oppenheimer Multiple Strategies Fund
6803 S. Tucson Way
Centennial, Colorado 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between OSM
Balanced Millennium Growth Fund II (Balanced) and Oppenheimer Multiple
Strategies Fund (Strategies) which is attached as Exhibit A of [name of
registrant] Registration Statement under the Securities Act of 1933 on Form
N-14 filed with the Securities and Exchange Commission on [filing date]
concerning the acquisition by Strategies of substantially all of the assets
of Balanced solely for voting shares of beneficial interest in Strategies,
followed by the distribution of such shares in exchange for all of the
outstanding shares of Balanced.
Section 368(a)(1)(C), IRC provides that, when determining whether the
exchange is solely for stock, the assumption by Strategies of a liability of
Balanced shall be disregarded.
The managements of both Strategies and Balanced have represented to us that
there is no plan or intention by any shareholder of Balanced who owns 5% or
more of the outstanding shares of Balanced and, to the best of their
knowledge, there is no plan or intention on the part of the remaining
shareholders of Balanced to redeem, sell, exchange, or otherwise dispose of
Strategies shares to Strategies, other than in the ordinary course of
business.
Management of each fund has further represented to us that, as of the date of
the exchange, both Strategies and Balanced will qualify as regulated
investment companies or will meet the diversification test of Section
368(a)(2)(F)(ii), IRC, and that a significant portion (as contemplated by
Regulation Section 1.368-1(d)(3), IRC) of Balanced's existing assets will
continue to be held beyond the date of the transaction and liquidated only in
the ordinary course of business.
In our opinion, the federal tax consequences of the transaction, if carried
out in the manner outlined in the Agreement and in accordance with the above
representations, should be as follows:
1. The transactions contemplated by the Agreement should qualify as a
tax-free "reorganization" within the meaning of Section 368(a)(1) of
the Internal Revenue Code of
1986, as amended, and under the regulations promulgated thereunder.
2. Strategies and Balanced should each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2).
3. No gain or loss should be recognized by the shareholders of Balanced
upon the distribution of shares of beneficial interest in Strategies to
the shareholder of Balanced pursuant to Section 354.
4. Under Section 361(a) no gain or loss should be recognized by Balanced
by reason of the transfer of its assets solely in exchange for shares
of Strategies.
5. Under Section 1032 no gain or loss should be recognized by Strategies
by reason of the transfer of Balanced assets solely in exchange for
shares of Strategies.
6. The stockholders of Balanced should have the same tax basis and holding
period for the shares of beneficial interest in Strategies that they
receive as they had for the stock of Balanced that they previously
held, pursuant to Sections 358(a) and 1223(1), respectively.
7. The securities transferred by Balanced to Strategies should have the
same tax basis and holding period in the hands of Strategies as they
had for Balanced, pursuant to Sections 362(b) and 1223(1), respectively.
This opinion is based solely upon:
a. the representation, information, documents, and facts that we have
included or referenced in this opinion letter;
b. our assumption (without independent verification) that all of the
representations and all of the originals, copies, and signatures
of documents reviewed by us are accurate, true, and authentic;
c. our assumption (without independent verification) that here will be
timely execution and delivery of and performance as required by
the representations and documents;
d. the understanding that only the specific Federal income tax issues and
tax consequences opined upon herein are covered by this tax
opinion, and not other federal state, or local taxes of any kind
were considered;
e. the law, regulations, cases, rulings, and other tax authority in effect
as of the date of this letter. If there are significant changes
in or to the foregoing tax authorities (for which we shall no
responsibility to advise you), such changes may result in our
opinion being rendered invalid or necessitate (upon your request)
a reconsideration of the opinion;
f. your understanding that this opinion is not binding or the IRS or the
courts and should not be considered a representation, warranty,
or guarantee that the IRS or the courts will concur with our
opinion; and
g. your understanding that this opinion letter is solely for your benefit,
is limited to the described transaction, and may not be relied
upon by any other person or entity
Very truly yours,
DRAFT
[Date]
OSM QM Active Balanced Fund
6803 S. Tucson Way
Centennial, Colorado 80112
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between OSM QM
Active Balanced (Balanced) and Oppenheimer Multiple Strategies Fund
(Strategies) which is attached as Exhibit A of [name of registrant]
Registration Statement under the Securities Act of 1933 on Form N-14 filed
with the Securities and Exchange Commission on [filing date] concerning the
acquisition by Strategies of substantially all of the assets of Balanced
solely for voting shares of beneficial interest in Strategies, followed by
the distribution of such shares in exchange for all of the outstanding shares
of Balanced.
Section 368(a)(1)(C), IRC provides that, when determining whether the
exchange is solely for stock, the assumption by Strategies of a liability of
Balanced shall be disregarded.
The managements of both Strategies and Balanced have represented to us that
there is no plan or intention by any shareholder of Balanced who owns 5% or
more of the outstanding shares of Balanced and, to the best of their
knowledge, there is no plan or intention on the part of the remaining
shareholders of Balanced to redeem, sell, exchange, or otherwise dispose of
Strategies shares to Strategies, other than in the ordinary course of
business.
Management of each fund has further represented to us that, as of the date of
the exchange, both Strategies and Balanced will qualify as regulated
investment companies or will meet the diversification test of Section
368(a)(2)(F)(ii), IRC, and that a significant portion (as contemplated by
Regulation Section 1.368-1(d)(3), IRC) of Balanced's existing assets will
continue to be held beyond the date of the transaction and liquidated only in
the ordinary course of business.
In our opinion, the federal tax consequences of the transaction, if carried
out in the manner outlined in the Agreement and in accordance with the above
representations, should be as follows:
8. The transactions contemplated by the Agreement should qualify as a
tax-free "reorganization" within the meaning of Section 368(a)(1) of
the Internal Revenue Code of
1986, as amended, and under the regulations promulgated thereunder.
9. Strategies and Balanced should each qualify as a "party to a
reorganization" within the meaning of Section 368(b)(2).
10. No gain or loss should be recognized by the shareholders of Balanced
upon the distribution of shares of beneficial interest in Strategies to
the shareholder of Balanced pursuant to Section 354.
11. Under Section 361(a) no gain or loss should be recognized by Balanced
by reason of the transfer of its assets solely in exchange for shares
of Strategies.
12. Under Section 1032 no gain or loss should be recognized by Strategies
by reason of the transfer of Balanced assets solely in exchange for
shares of Strategies.
13. The stockholders of Balanced should have the same tax basis and holding
period for the shares of beneficial interest in Strategies that they
receive as they had for the stock of Balanced that they previously
held, pursuant to Sections 358(a) and 1223(1), respectively.
14. The securities transferred by Balanced to Strategies should have the
same tax basis and holding period in the hands of Strategies as they
had for Balanced, pursuant to Sections 362(b) and 1223(1), respectively.
Very truly yours,