As filed with the Securities and Exchange Commission on
September 10, 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. 1 / X /
---
POST-EFFECTIVE AMENDMENT NO.__/ /
OPPENHEIMER GROWTH 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 10148
(212) 323-0250
(Name and Address of Agent for Service)
As soon as practicable after the Registration Statement
becomes effective.
(Approximate Date of Proposed Public Offering)
Title of Securities Being Registered: Class A, Class B,
Class C, Class N and Class Y shares of Oppenheimer Growth
Fund.
It is proposed that this filing will become effective on
September 12, 2003 pursuant to Rule 488.
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
Shareholder Letter - Incorporated by Reference to the
Initial Registration Statement to Registrant's Registration
Statement on Form N-14 (Reg. No. 333-107165), filed July
18, 2003.
Part A
Proxy Statement for Mercury Advisors Focus Growth Fund, a
Series of Oppenheimer Select Managers and the Prospectus
for Oppenheimer Growth Fund including Exhibit A - Agreement
and Plan of Reorganization between Mercury Advisors Focus
Growth Fund, a Series of Oppenheimer Select Managers and
Oppenheimer Growth Fund - Filed herewith.
Notice of Meeting: Incorporated by Reference to the
Registrant's Initial Registration Statement on Form N-14
(Reg. No. 333-107165), filed July 18, 2003.
Proxy Card: Filed herewith.
Voting Instructions: Incorporated by Reference to the
Registrant's Initial Registration Statement on Form N-14
(Reg. No. 333-107165), filed July 18, 2003.
Part B
Statement of Additional Information: Incorporated by
reference, in its entirety to Part B of Form N-14, filed
with the Registrant's Initial Registration Statement on
Form N-14 (Reg. No. 333-107165), filed July 18, 2003.
Part C
Other Information
Signatures
Exhibits
MERCURY ADVISORS FOCUS GROWTH FUND,
a Series of OPPENHEIMER SELECT MANAGERS
6803 South Tucson Way, Centennial CO 80112
1.800.708.7780
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held
October 31, 2003
To the Shareholders of Mercury Advisors Focus Growth Fund,
a series of Oppenheimer Select Managers:
Notice is hereby given that a Special Meeting of the
Shareholders of Mercury Advisors Focus Growth Fund, a
series of Oppenheimer Select Managers, ("MAFG Fund") a
registered management investment company, will be held at
6803 South Tucson Way, Centennial, CO 80112 at 1:00 P.M.,
Mountain time, on October 31, 2003, or any adjournments
thereof (the "Meeting"), for the following purposes:
1. To approve an Agreement and Plan of Reorganization
between MAFG Fund and Oppenheimer Growth Fund ("Growth
Fund"), and the transactions contemplated thereby,
including (a) the transfer of all the assets of Mercury
Advisors Focus Growth Fund to Growth Fund in exchange for
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund, (b) the distribution of these shares of Growth
Fund to the corresponding Class A, Class B, Class C, Class
N and Class Y shareholders of MAFG Fund in complete
liquidation of Mercury Advisors Focus Growth Fund and (c)
the cancellation of the outstanding shares of MAFG 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 August
12, 2003 are entitled to notice of, and to vote at, the
Meeting. The Proposal is more fully discussed in the
Prospectus and Proxy Statement. 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
Mercury Advisors Focus Growth Fund, a series of Oppenheimer
Select Managers recommends a vote in favor of the
Proposal. WE URGE YOU TO MARK, SIGN, DATE, AND MAIL THE
ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Robert G. Zack, Secretary
September 12, 2003
- ------------------------------------------------------------------------------
Shareholders who do not expect to attend the Meeting are
requested to indicate voting instructions on the enclosed
proxy and to mark, 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 Growth Fund
6803 South Tucson Way, Centennial CO 80112
1.800.708.7780
COMBINED PROSPECTUS AND PROXY STATEMENT
DATED SEPTEMBER 12, 2003
Acquisition of the Assets of Mercury Advisors Focus
Growth Fund,
a series of Oppenheimer Select Managers
By and in exchange for Class A, Class B, Class C, Class N
and Class Y shares of
Oppenheimer Growth Fund
This combined Prospectus and Proxy Statement solicits
proxies from the shareholders of MAFG 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 MAFG
Fund and Growth Fund. This combined Prospectus and Proxy
Statement constitutes the Prospectus of Growth Fund and the
Proxy Statement of MAFG 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 MAFG Fund will be
acquired by and in exchange for shares of Growth 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 October 31, 2003 or any adjournment
thereof. The Board of Trustees of MAFG Fund is soliciting
these proxies on behalf of MAFG Fund. This Prospectus and
Proxy Statement will first be sent to shareholders on or
about September 12, 2003.
If the shareholders vote to approve the
Reorganization Agreement, you will receive Class A shares
of Growth Fund equal in value to the value as of the
business day preceding the Closing Date (as such term is
defined in the Reorganization Agreement, attached hereto as
Exhibit A) of the Reorganization (the "Valuation Date") of
your Class A shares of MAFG Fund; Class B shares of Growth
Fund equal in value to the value as of the Valuation Date
of your Class B shares of MAFG Fund; Class C shares of
Growth Fund equal in value to the value as of the Valuation
Date of your Class C shares of MAFG Fund; Class N shares of
Growth Fund equal in value to the value as of the Valuation
Date of your Class N shares of MAFG Fund; and Class Y
shares of Growth Fund equal in value to the value as of the
Valuation Date of your Class Y shares of MAFG Fund. MAFG
Fund will then be liquidated and de-registered under the
Investment Company Act of 1940 (the "Investment Company
Act").
Growth Fund's investment objective is to seek capital
appreciation. Growth Fund invests mainly in common stocks
of growth companies. Growth Fund currently focuses on
stocks of companies having a large or mid-size market
capitalization, but this focus could change over time. The
Fund can invest in domestic companies and foreign
companies, although most of its investments are in stocks
of U.S. companies. Normally the Fund invests in between 20
- - 60 companies across relatively few industries to focus
the portfolio.
This Prospectus and Proxy Statement gives information
about Class A, Class B, Class C, Class N and Class Y shares
of Growth 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
September 12, 2003 (the "Proxy Statement of Additional
Information") has been filed with the Securities and
Exchange Commission ("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 free of charge by written request to OppenheimerFunds
Services (the "Transfer Agent") at P.O. Box 5270, Denver,
Colorado, 80217 or by calling the toll-free number
1.800.708.7780. The Proxy Statement of Additional
Information incorporates by reference the following
documents: (i) audited financial statements for the
12-month period ended August 31, 2002 and unaudited
financial statements for the six-month period ended
February 28, 2003 of Growth Fund; (ii) audited financial
statements for the 12-month period ended November 30, 2002
and unaudited financial statements for the sixth-month
period ended May 31, 2003 of MAFG Fund; (iii) Growth Fund's
Statement of Additional Information dated October 23, 2002,
revised February 12, 2003, supplemented July 18, 2003; and
(iv) a Prospectus for MAFG Fund, dated March 28, 2003, as
supplemented May 7, 2003 and May 19, 2003 and the Statement
of Additional Information for MAFG Fund dated March 28,
2003.
The Prospectus of Growth Fund dated October 23, 2002,
as supplemented May 1, 2003, is enclosed herewith and
considered a part of this Prospectus and Proxy Statement
and is intended to provide you with information about
Growth Fund.
The following documents have been filed with the SEC
and are available without charge upon written request to
OppenheimerFunds Services (the "Transfer Agent") or by
calling the toll-free number shown above: (i) a Prospectus
for MAFG Fund, dated March 28, 2003, as supplemented May 7,
2003 and May 19, 2003; (ii) a Statement of Additional
Information for MAFG Fund, dated March 28, 2003; and (iii)
a Statement of Additional Information for Growth Fund,
dated October 23, 2002, revised February 12, 2003, as
supplemented July 18, 2003.
Mutual fund shares are not deposits or obligations of any
bank, and are not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other U.S. government
agency. Mutual fund shares involve investment risks
including the possible loss of principal.
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 September 12,
2003.
TABLE OF CONTENTS
COMBINED PROSPECTUS AND PROXY STATEMENT
Page
----
SYNOPSIS
What am I being asked to vote on?.........................................................
What are the general tax consequences of the
Reorganization?........................
COMPARISONS OF SOME IMPORTANT FEATURES
How do the investment objectives and policies of the
Funds compare?...............
Who manages the Funds?.....................................................................
What are the fees and expenses of each Fund and those
expected after the
Reorganization?.............................................................................
Where can I find more financial information about the
Funds?...........................
What are the capitalizations of the Funds and what would
the capitalizations be after the
Reorganization?..............................................................................
How have the Funds performed?.............................................................
What are other Key Features of the Funds?
..................................................
Investment Management and Fees...................................................
Transfer Agency and Custody Services
.............................................
Distribution Services...................................................................
Purchases, Redemptions, Exchanges and other
Shareholder Services..........
Dividends and Distributions..........................................................
WHAT ARE THE PRINCIPAL RISKS OF AN INVESTMENT IN MAFG FUND
AND GROWTH FUND?..........................
REASONS FOR THE REORGANIZATION
INFORMATION ABOUT THE REORGANIZATION
How will the Reorganization be Carried Out?
..................................................
Who will pay the Expenses of the Reorganization?
...........................................
What are the Tax Consequences of the Reorganization?
.....................................
What should I know about Class A, Class B, Class C,
Class N and Class Y shares of
each Fund?...................................................................................
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
Are there any significant differences between the
investment objectives and strategies of
the Funds?.....................................................................................
What are the Main Risks Associated with an Investment in
the Funds?.....................
How do the Investment Policies of the Funds
compare?..................................
What are the Fundamental Investment Restrictions of the
Funds?........................
How do the Account Features and Shareholder Services for
the Funds Compare?....
Investment Management............................................................
Distribution..............................................................................
Purchases and Redemptions..........................................................
Shareholder Services..................................................................
Dividends and Distributions.........................................................
VOTING INFORMATION
How many votes are necessary to approve the
Reorganization Agreement?...........
How do I ensure my vote is accurately recorded?
..........................................
Can I revoke my proxy?.....................................................................
What other matters will be voted upon at the Meeting?
..................................
Who is entitled to vote?......................................................................
What other solicitations will be made?....................................................
Are there any appraisal rights?.............................................................
INFORMATION ABOUT GROWTH FUND
INFORMATION ABOUT MAFG FUND
PRINCIPAL SHAREHOLDERS
Exhibit A - Agreement and Plan of Reorganization by and
between Mercury Advisors Focus Growth Fund, a series of
Oppenheimer Select Managers and Oppenheimer Growth Fund
Enclosures:
Prospectus of Oppenheimer Growth Fund dated October 23,
2002, as supplemented May 1, 2003.
Semi-Annual Report of Oppenheimer Growth Fund dated
February 28, 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 Growth Fund which
accompanies this Prospectus and Proxy Statement and is
incorporated herein by reference.
If shareholders of MAFG Fund approve the
Reorganization, the net assets of MAFG Fund will be
transferred to Growth Fund, in exchange for an equal value
of shares of Growth Fund. The shares of Growth Fund will
then be distributed to MAFG Fund shareholders and MAFG Fund
will be liquidated. As a result of the Reorganization, you
will cease to be a shareholder of MAFG Fund and will become
a shareholder of Growth Fund. For federal income tax
purposes, the holding period of your MAFG Fund 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 administrator, OppenheimerFunds, Inc.
("OFI" or "Manager"), proposed to the Board of Trustees a
reorganization of your Fund, MAFG Fund, with and into
Growth Fund so that shareholders of MAFG Fund may become
shareholders of a substantially larger fund advised by the
same investment advisor with generally more favorable
long-term performance, and investment objectives and
policies similar to those of their current Fund. The Board
considered the differences in investment focus, discussed
below. The Board also considered the fact that the
surviving fund has the potential for lower overall
operating expenses. In addition, the Board considered that
both Funds have Class A, Class B, Class C, Class N and
Class Y shares offered under identical sales charge
arrangements. The Board also considered that the
Reorganization would 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 MAFG Fund with and into Growth
Fund is recommended by the OFI based on the fact that both
funds have similar investment practices and relatively
similar investment strategies.
At a meeting held on April 28, 2003, the Board of
Trustees of MAFG Fund approved a reorganization transaction
that will, if approved by shareholders, result in the
transfer of the net assets of MAFG Fund to Growth Fund, in
exchange for an equal value of shares of Growth Fund. The
shares of Growth Fund will then be distributed to MAFG Fund
shareholders and MAFG Fund will subsequently be
liquidated. As a result of the Reorganization, you will
cease to be a shareholder of MAFG Fund and will become a
shareholder of Growth Fund. This exchange will occur on
the Closing Date of the Reorganization.
Approval of the Reorganization means you will receive
Class A shares of Growth Fund equal in value to the value
as of the Valuation Date of your Class A shares of MAFG
Fund; Class B shares of Growth Fund equal in value to the
value as of the Valuation Date of your Class B shares of
MAFG Fund; Class C shares of Growth Fund equal in value to
the value as of the Valuation Date of your Class C shares
of MAFG Fund; Class N shares of Growth Fund equal in value
to the value as of the Valuation Date of your Class N
shares of MAFG Fund; and Class Y shares of Growth Fund
equal in value as of the Valuation Date of your Class Y
shares of MAFG Fund. The shares you receive will be issued
at net asset value without a sales charge or the payment of
a contingent deferred sales charge ("CDSC") although if
your shares of MAFG Fund are subject to a CDSC, your Growth
Fund shares will continue to be subject to the same CDSC
applicable to your shares and the period during which you
held your MAFG Fund shares will carry over to your Growth
Fund shares for purposes of determining the CDSC holding
period.
For the reasons set forth in the "Reasons for the
Reorganization" section below, the Board of MAFG Fund has
determined that the Reorganization is in the best interests
of the shareholders of MAFG 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 MAFG 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 Growth 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?
Both Funds have similar investment objectives.
Through its master/feeder structure described below, MAFG
Fund seeks long-term capital appreciation while Growth Fund
seeks capital appreciation.
In seeking its investment objective, MAFG Fund
invests all of its assets in the Master Focus Twenty Trust
(the "Master Fund"), a mutual fund that has the same goals
as the Fund. The Master Fund invests at least 65% of its
total assets in equity securities. The Master Fund
normally invests in 20 to 30 companies having a market
capitalization greater than $5 billion. All investments
are made by the Master Fund. This structure is sometimes
referred to as a "master/feeder" structure. Growth Fund
normally invests in the common stocks of "growth companies"
currently focusing on stocks of between 20 and 60 companies
having a market capitalization of $2 billion and above
across relatively few industries. Currently, the Manager
implements that investment approach by looking for:
companies that have exceptional revenue growth, companies
with above-average earnings growth, companies that can
sustain exceptional revenue and earnings growth and
companies that are well established as leaders in high
growth markets.
Please refer to the Semi-Annual and 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 Growth Fund is the responsibility of the Manager. Fund
Asset Management L.P., doing business as Mercury Advisors,
the investment adviser to the Master Fund (the "Adviser")
handles the day-to-day portfolio management of the Master
Fund which MAFG Fund invests. OFI maintains certain
books and records on behalf of MAFG Fund and prepares
certain reports pursuant to an Administrative Agreement
with the Master Fund on behalf of MAFG Fund. Growth Fund
is an open-end, diversified management investment company
with an unlimited number of authorized shares of beneficial
interest. It was organized as a Maryland corporation in
1972 and reorganized as a Massachusetts business trust in
July 1988. MAFG Fund, is a series of Oppenheimer Select
Managers, an open-end, non-diversified 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 S. Tucson Way, Centennial,
CO 80112.
The Manager, located at 498 Seventh Avenue, New York,
New York 10018, acts as investment advisor to Growth Fund.
MAFG Fund is managed by the Adviser, which is located at
800 Scudders Road, Plainsboro, NJ 08536.
The portfolio manager for Growth Fund is Bruce
Bartlett. Mr. Bartlett is a Vice President of the Fund and
a Senior Vice President of the Manager and is a portfolio
manager of other Oppenheimer funds. Mr. Bartlett became the
Fund's portfolio manager in December 1998. Prior to joining
the Manager in April 1995, Mr. Bartlett was a Vice
President and Senior Portfolio Manager with First of
America Investment Corporation.
The portfolio manager of MAFG Fund is Michael S.
Hahn, who is employed by the Advisor. Mr. Hahn has been
the portfolio manager of MAFG Fund and of the Master Fund
since November 2001. He has been a portfolio manager of
Merrill Lynch Investment managers since 2000 and was an
associated portfolio manager from 1999-2000. Mr. Hahn was
a portfolio manager and analyst for the PBHG family of
mutual funds from 1996-1999.
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?
MAFG Fund and Growth Fund each pay a variety of
expenses directly for administration, distribution of their
shares and other services and in the case of Growth Fund,
management of assets. MAFG Fund pays indirectly through
its investment in the Master Fund for management of its
assets. 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 MAFG Fund with the fees and expenses of
investing in shares of Growth Fund. The pro forma expenses
of the surviving Growth Fund show what the fees and
expenses are expected to be after giving effect to the
Reorganization.
PRO FORMA FEE TABLE
For the 12 month period ended 3/31/03
- ----------------------------------------------------------------------------------
Pro Forma
MAFG Fund Growth Fund Surviving Growth
Class A shares Class A Shares Fund
Class A shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) 5.75% 5.75% 5.75%
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower
of the original offering None 1 None 1 None 1
price or redemption proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.60% 0.65% 0.65%
- ----------------------------------------------------------------------------------
Distribution and/or Service 0.25% 0.23% 0.23%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses5 1.58% 0.46% 0.46%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 2.43% 1.34% 1.34%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Pro Forma
MAFG Fund Growth Fund Surviving
Class B shares Class B Shares Growth Fund
Class B shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) None None None
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower
of the original offering 5%2 5%2 5%2
price or redemption proceeds)
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.60% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses5 1.61% 0.47% 0.47%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 3.21% 2.12% 2.12%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Pro Forma
MAFG Fund Growth Fund Surviving Growth
Class C Shares Class C Shares Fund
Class C Shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load)
on purchases (as a % of None None None
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower 1%3 1%3 1%3
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 0.60% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service 1.00% 1.00% 1.00%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses5 1.71% 0.45% 0.45%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 3.31% 2.10% 2.10%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Pro Forma
MAFG Fund Growth Fund Surviving Growth
Class N shares Class N Shares Fund
Class N shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) None None None
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower
of the original offering 1%4 1%4 1%4
price or redemption proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (deducted from Fund assets) (as a percentage of
average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.60% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service 0.50% 0.50% 0.50%
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses5 2.02% 0.11% 0.11%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 3.12% 1.26% 1.26%
Expenses
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Pro Forma
MAFG Fund Growth Fund Surviving Growth
Class Y Shares Class Y Shares Fund
Class Y Shares
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Shareholder Transaction Expenses (charges paid directly from a shareholder's
investment):
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Sales Charge (Load) None None None
on purchases (as a % of
offering price)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Maximum Deferred Sales Charge
(Load) (as a % of the lower
of the original offering None None None
price or redemption proceeds)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Annual Fund Operating Expenses (as a percentage of average daily net assets)
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Management Fees 0.60% 0.65% 0.65%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Distribution and/or Service N/A N/A N/A
(12b-1) Fees
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Other Expenses5 7.99% 0.53% 0.53%
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Total Annual Operating 8.59% 1.18% 1.18%
Expenses
- ----------------------------------------------------------------------------------
1. A contingent deferred sales charge may apply to
redemptions of investments of $1 million or more
($500,000
for retirement plan accounts) of Class A shares. See
"How to Buy Shares" in each Fund's Prospectus.
2. Applies to redemptions within the first year after
purchase. The contingent deferred sales charge
declines to 1% in the sixth year and is eliminated
after that.
3. Applies to shares redeemed within 12 months of
purchase.
4. Applies to shares redeemed within 18 months of
retirement plan's first purchase of Class N shares.
5. Expenses may vary in future years. "Other Expenses"
include transfer agent fees and custodial, accounting
and legal expenses. For MAFG Fund, "Other Expenses"
also include administration fees paid to the OFI and
the Fund's pro rata share of the expenses of the
Master Fund. "Other Expenses" are based on, among
other things, the fees the Funds would have paid if
the transfer agent had not waived a portion of its fee
under a voluntary undertaking to the Funds to limit
these fees to 0.35% of average daily net assets per
fiscal year for all classes. After that waiver, the
actual "Other Expenses" and "Total Annual Operating
Expenses" for Growth Fund were 0.42% and 1.30% for
Class A shares, 0.45% and 2.10% for Class B shares and
0.45% and 1.10% for Class Y shares. Class C and Class
N shares were unchanged. "Other Expenses" and "Total
Annual Operating Expenses" for MAFG Fund were further
reduced by a voluntary expense assumption undertaken
by OFI. With that expense assumption and the
transfer agent waiver, "Total Annual Operating
Expenses" for MAFG Fund were 1.72% for Class A shares,
2.46% for Class B shares, 2.48% for Class C shares,
1.97% for Class N shares and 0.81% for Class Y
shares. After the waiver, the actual "Other Expenses"
and "Total Annual Operating Expenses" as percentages
of average daily net assets for the combined fund were
0.42% and 1.30% for Class A shares, 0.45% and 2.10%
for Class B shares and 0.45% and 1.10% for Class Y
shares. Class C and Class N shares were unchanged.
The management fee listed for MAFG Fund is the fee
paid by the Master Fund and incurred indirectly by MAFG
Fund. MAFG Fund does not pay a management fee directly to
the Adviser. The Adviser has entered into a contractual
arrangement with the Master Fund to provide that the
management fee for the Master Fund, when combined with
administrative fees of certain funds that invest in the
Master Fund (other than this Fund), will not exceed a
specific amount. As a result of this contractual
arrangement the Adviser currently receives management fees
of 0.60% of the average daily net assets of the Master
Fund. This arrangement has a one-year term and is
renewable.
- ------------------------------------------------------------
Examples
These examples below are intended to help you compare
the cost of investing in each Fund and the proposed
surviving Growth Fund. These examples assume that you
invest $10,000 in a class of shares 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
-----------------------
MAFG Fund
- --------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $807 $1,289 $1,796 $3,182
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $824 $1,289 $1,878 $3,1701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $434 $1,018 $1,726 $3,604
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $415 $ 963 $1,635 $3,430
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $844 $2,042 $3,527 $6,796
- --------------------------------------------------------------------------------
- ------------------------------------------------------------
MAFG Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $807 $1,289 $1,796 $3,182
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $324 $ 989 $1,678 $3,1701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $334 $1,018 $1,726 $3,604
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $315 $ 963 $1,635 $3,430
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $844 $2,042 $3,527 $6,796
- --------------------------------------------------------------------------------
Growth Fund
- --------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $715 $964 $1,339 $2,0701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $313 $658 $1,129 $2,431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $228 $400 $ 692 $1,523
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $120 $375 $ 649 $1,432
- --------------------------------------------------------------------------------
Growth Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $215 $664 $1,139 $2,0701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $213 $658 $1,129 $2,431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $128 $400 $ 692 $1,523
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $120 $375 $ 649 $1,432
- --------------------------------------------------------------------------------
Pro Forma Surviving Growth Fund
- --------------------------------------------------------------------------------
If shares are redeemed: 1 year 3 years 5 years 10 years
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $715 $964 $1,339 $2,0701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $313 $658 $1,129 $2,431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $228 $400 $ 692 $1,523
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $120 $375 $ 649 $1,432
- --------------------------------------------------------------------------------
Pro Forma Surviving Growth Fund
- --------------------------------------------------------------------------------
If shares are not 1 year 3 years 5 years 10 years
redeemed:
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class A $704 $975 $1,267 $2,095
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class B $215 $664 $1,139 $2,0701
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class C $213 $658 $1,129 $2,431
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class N $128 $400 $ 692 $1,523
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Class Y $120 $375 $ 649 $1,432
- --------------------------------------------------------------------------------
In the "If shares are redeemed" examples, 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" examples, the
Class A expenses include the sales charge, but Class B,
Class C and Class N expenses do not include the contingent
deferred sales charges. There is no sales charge on Class
Y shares.
1 Class B expenses for years 7 through 10 are based on
Class A expenses, since Class B shares automatically
convert to Class A after 6 years.
- -------------------------------------------------------------
Where can I find more financial information about the Funds?
Performance information for both Growth Fund and MAFG
Fund is set forth in each Fund's Prospectus under the
section "The Fund's Past Performance." Growth Fund's
Prospectus accompanies this Prospectus and Proxy Statement
and is incorporated by reference.
The financial statements of Growth Fund and
additional information with respect to its performance
during its fiscal year ended August 31, 2002 (and the six
month semi-annual period ended February 28, 2003),
including a discussion of factors that materially affected
its performance and relevant market conditions during that
fiscal year are set forth in Growth Fund's Annual Report
dated as of August 31, 2002 (and with the exception of that
discussion, in its Semi-Annual Report dated February 28,
2003) 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 Growth Fund."
The financial statements of MAFG Fund and additional
information with respect to the Fund's performance during
its fiscal year ended November 30, 2002 (and the six month
semi-annual period ended May 31, 2003), including a
discussion of factors that materially affected its
performance and relevant market conditions during that
fiscal year is set forth in MAFG Fund's Annual Report dated
as of November 30, 2002 (and with the exception of that
discussion, in its Semi-Annual Report dated May 31, 2003),
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 MAFG Fund."
What are the capitalizations of the Funds and what would
the capitalization be after the Reorganization?
The following table sets forth the capitalization
(unaudited) of MAFG Fund and Growth Fund as of March 31,
2003 and indicates the pro forma combined capitalization as
of March 31, 2003 as if the Reorganization had occurred on
that date.
As of March 31, 2003, the value of the assets of MAFG
Fund was less than 10% of the value of the assets of Growth
Fund.
Net
Asset
Shares
Value
Net Assets Outstanding
Per Share
MAFG Fund
Class A $1,793,017 773,533 $2.32
Class B $ 774,807 339,752 $2.28
Class C $ 597,308 261,943 $2.28
Class N $ 74,061 32,055 $2.31
Class Y $ 235 100 $2.35
-------------- ----------
TOTAL $3,239,428 1,407,383
Growth Fund
Class A $1,022,985,552 46,002,874 $22.24
Class B $ 256,756,346 12,310,904 $20.86
Class C $ 68,159,153 3,214,405 $21.20
Class N $ 5,465,885 245,260 $22.29
Class Y $ 57,378,361 2,573,084 $22.30
---------------- ---------
TOTAL $1,410,745,297 64,346,527
Growth Fund
(Pro Forma Surviving Fund)*
Class A $1,024,778,569 46,083,505 $22.24
Class B $ 257,531,153 12,348,054 $20.86
Class C $ 68,756,461 3,242,574 $21.20
Class N $ 5,539,946 248,583 $22.29
Class Y $ 57,378,596 2,573,095 $22.30
---------------- ---------
TOTAL $1,413,984,725 64,495,811
*Reflects the issuance of 80,631 Class A shares, 37,150
Class B shares, 28,169 Class C shares, 3,323 Class N, and
11 Class Y shares of Growth Fund in a tax-free exchange for
the net assets of MAFG Fund, aggregating $3,239,428.
- ------------------------------------------------------------
How have the Funds performed?
The past performance information for each Fund is set
forth below and in each Fund's 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 MAFG 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 Fund's past investment performance,
before and after taxes, is not necessarily an indication of
how each Fund will perform in the future.
Annual total returns for MAFG Fund (Class A) (as of
12/31/02), are as follows:
[See appendix to Prospectus and Proxy Statement for data in
bar chart showing annual total returns for MAFG 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 6/30/03, the cumulative
return for MAFG Fund (not annualized) before taxes for
Class A shares was 21.46%. During the period shown in the
bar chart, the highest return (not annualized) before taxes
for a calendar quarter for MAFG Fund was 2.19% (4thQtr'02)
and the lowest return (not annualized) before taxes for a
calendar quarter was -20.56% (3rdQtr'02).
Annual total returns for Growth Fund (Class A) (as of
12/31/02) are as follows:
[See appendix to Prospectus and Proxy Statement for data in
bar chart showing annual total returns for Growth 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 6/30/03, the cumulative
return for Growth Fund (not annualized) before taxes for
Class A shares was 9.01%. During the period shown in the
bar chart, the highest return (not annualized) before taxes
for a calendar quarter for the Growth Fund was 30.16% (4th
Q'99) and the lowest return (not annualized) before taxes
for a calendar quarter was -25.55% (4th Q'00).
Average annual total returns for the Funds for the period
ended December 31, 2002 are as follows:
- ----------------------------------------------------------
MAFG Fund Life of Class
- ----------------------------- 1 Year
- ----------------------------------------------------------
- ----------------------------------------------------------
Class A Shares (inception
2/16/01) -42.51% -55.45%
Return Before Taxes -42.51% -55.45%
Return After Taxes on -25.89% -40.68%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ----------------------------------------------------------
NASDAQ Composite Index -31.53% -22.91%
(from 2/28/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
S&P Barra Growth Index -23.59% -15.48%
(from 2/28/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class B Shares (inception -42.50% -55.32%
2/16/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class C Shares (inception -40.08% -54.33%
2/16/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class N Shares (inception -39.62% -49.92%
3/1/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class Y Shares (inception -39.06% -53.91%
2/16/01)
- ----------------------------------------------------------
- ------------------------------------------------------------------------
Growth Fund 1 Year 5 Years 10 Years
(or life of (or life of
class, if class, if
less) less)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class A Shares (inception
03/15/73) -29.98% -5.24% 4.69%
Return Before Taxes -29.98% -6.27% 2.68%
Return After Taxes on -18.25% -3.85% 3.49%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
S&P 500 Index (from 12/31/92) -22.09% -0.58% 9.34%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class B Shares (inception -30.05% -5.18% 5.24%
08/17/93)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class C Shares (inception -27.08% -4.86% 1.75%
11/01/95)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class N Shares (inception -25.49% -21.40% N/A
3/1/01)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class Y Shares (inception -25.60% -3.88% 5.93%
06/01/94)
- ------------------------------------------------------------------------
Average annual total returns for the Funds for the period
ended June 30, 2003 are as follows:
- ----------------------------------------------------------
MAFG Fund 1 Year
Life of Class
- ----------------------------------------------------------
- ----------------------------------------------------------
Class A Shares (inception
2/16/01) -7.06% -42.71%
Return Before Taxes -7.06% -42.71%
Return After Taxes on -4.59% -33.74%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ----------------------------------------------------------
NASDAQ Composite Index (from 10.91% -20.30%
2/28/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
S&P 500 Barra Growth Index 2.32% -14.10%
(from 2/28/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class B Shares (inception -7.01% -42.45%
2/16/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class C Shares (inception -3.09% -41.70%
2/16/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class N Shares (inception -2.73% -37.01%
3/1/01)
- ----------------------------------------------------------
- ----------------------------------------------------------
Class Y Shares (inception -0.70% -41.00%
2/16/01)
- ----------------------------------------------------------
- ------------------------------------------------------------------------
Growth Fund 1 Year 5 Years
(or life of 10 Years
class, if
less)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class A Shares (inception
03/15/73) -11.84% -5.26% 5.75%
Return Before Taxes -11.84% -6.29% 3.72%
Return After Taxes on -7.70% -4.52% 4.15%
Distributions
Return After Taxes on
Distributions and Sale of
Fund Shares
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
S&P 500 Index (from 6/30/93) 0.25% -1.61% 10.04%
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class B Shares (inception -11.85% -5.18% 5.89%
08/17/93)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class C Shares (inception -8.15% -4.88% 2.74%
11/01/95)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class N Shares (inception -6.57% -14.34% N/A
3/1/01)
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
Class Y Shares (inception -6.30% -3.89% 6.62%
06/01/94)
- ------------------------------------------------------------------------
MAFG 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 Barra Growth Index and
the NASDAQ Composite Index. The S&P 500 Barra Growth Index
is a widely recognized, unmanaged index of common stock
prices. The NASDAQ Composite Index is an unmanaged
broad-based index comprised of common stocks. The index
performance includes reinvestment of income but does not
reflect transaction costs, expenses or taxes. The Fund will
have investments vary from those in the index.
Growth 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-year); and
for Class C and Class N, 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
10-year or "life-of-class" performance does not include any
contingent deferred sales charge and uses Class A
performance for the period after conversion. There is no
sales charge for Class Y shares. The returns measure the
performance of a hypothetical account and assume that all
dividends and capital gains distributions have been
reinvested in additional shares. The performance of the
Fund's Class A shares is compared to the S&P 500 Index, an
unmanaged index of equity securities. The index performance
includes reinvestment of income but does not reflect
transaction costs. The Fund's investments vary from those
in the index.
- -------------------------------------------------------------
How Has Growth Fund Performed? - Below is a
discussion by the Manager of Growth Fund's performance
during its fiscal year ended August 31, 2002, followed by a
graphical comparison of Growth Fund's performance to an
appropriate broad-based market index.
Management's Discussion of Performance - During the
one-year period that ended August 31, 2002, Growth Fund's
performance outperformed its benchmark and the majority of
its peers amid widespread declines in stock prices. The
Fund's above-average performance can be attributed to a
disciplined investment strategy that focuses on the quality
and sustainability of a company's growth, rather than on
the sheer magnitude of its growth. Growth Fund's
best-performing stocks were concentrated in the health care
area, particularly among health care services and medical
products companies and market-sensitive financials. Other
attractive areas of investment proved to be consumer
products companies and market-sensitive financials. Growth
Fund's relative performance was hurt by declines in capital
goods holdings, cable industry holdings, and individual
stocks in a variety of other sectors.
Comparing Growth Fund's Performance to the Market -
The graphs that follow show the performance of a
hypothetical $10,000 investment in each class of shares of
Growth Fund held until August 31, 2002. Class A performance
is shown for a 10-year period. For each other class,
performance is measured from inception of the class: from
August 17, 1993 for Class B, from November 1, 1995 for
Class C shares, from March 1, 2001 for Class N, and from
June 1, 1994 for Class Y shares. Growth Fund's performance
reflects the deduction of the maximum initial sales charge
on Class A shares, the applicable contingent deferred sales
charge on Class B, Class C and Class N shares, and
reinvestment of all dividends and capital gain
distributions. Growth Fund's performance is compared to the
performance of the Standard & Poor's 500 Index ("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. Index performance reflects
the reinvestment of dividends but does not reflect
transaction costs, and none of the data in the graphs that
follow shows the effect of taxes. Growth Fund's performance
reflects the effects of Fund business and operating
expenses. While index comparisons may be useful to provide
a benchmark for Growth Fund's performance, it must be noted
that Growth Fund's investments are not limited to the
securities in the index shown.
Class A Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class A) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1992 9,425 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1992 9,977 10,315
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1992 11,173 10,834
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1993 11,153 11,306
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1993 11,016 11,361
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1993 11,233 11,653
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1993 11,476 11,923
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1994 11,228 11,472
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 11,045 11,520
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 11,783 12,082
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 11,749 12,080
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 12,882 13,255
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 14,298 14,518
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 15,495 15,671
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 15,856 16,614
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 16,803 17,505
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 17,300 18,290
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/19961 17,434 17,852
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 19,737 20,839
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 20,478 21,872
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 21,718 23,584
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 23,541 25,104
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 23,232 26,778
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 24,705 29,524
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 25,008 30,814
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 20,806 27,142
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 24,500 33,120
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 25,880 35,358
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 26,922 37,295
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 29,001 37,947
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 32,953 40,040
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 44,082 39,504
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 37,899 41,200
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 48,461 44,135
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 33,287 38,348
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 29,216 36,267
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 27,269 36,854
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 24,291 33,377
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 24,832 33,665
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 23,679 32,819
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 22,927 31,755
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 20,219 27,373
- ----------------------------------------------------------------------
1. The Fund changed its fiscal year from June to August.
- ------------------------------------------------------------
Class B Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class B) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/17/1993 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1993 10,217 9,923
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1993 10,414 10,153
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1994 10,161 9,769
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 9,980 9,810
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 10,625 10,288
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 10,571 10,287
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 11,557 11,287
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 12,796 12,363
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 13,837 13,345
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 14,126 14,147
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 14,937 14,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 15,349 15,575
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/19961 15,443 15,202
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 17,445 17,745
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 18,064 18,625
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 19,121 20,083
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 20,683 21,377
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 20,372 22,803
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 21,621 25,141
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 21,841 26,240
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 18,136 23,113
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 21,313 28,204
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 22,468 30,109
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 23,324 31,759
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 25,087 32,314
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 28,506 34,096
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 38,134 33,640
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 32,785 35,084
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 41,921 37,583
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 28,795 32,656
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 25,274 30,883
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 23,590 31,383
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 21,013 28,422
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 21,481 28,667
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 20,484 27,947
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 19,833 27,041
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 17,490 23,310
- ----------------------------------------------------------------------
1. The Fund changed its fiscal year from June to August.
Class C Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class C) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/01/1995 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 10,128 10,640
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 10,711 11,211
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 11,006 11,713
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/19961 11,073 11,432
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 12,507 13,345
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 12,952 14,007
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 13,710 15,104
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 14,830 16,077
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 14,607 17,149
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 15,502 18,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 15,662 19,734
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 13,001 17,382
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 15,280 21,211
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 16,107 22,643
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1988 16,726 23,884
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 17,977 24,301
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 20,389 25,642
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 27,225 25,299
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 23,360 26,385
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 29,819 28,264
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 20,441 24,559
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 17,908 23,226
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 16,681 23,602
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 14,831 21,375
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 15,133 21,559
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 14,403 21,018
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 13,917 20,336
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 12,252 17,530
- ----------------------------------------------------------------------
1. The Fund changed its fiscal year from June to August.
Class N Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class N) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/01/2001 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 9,246 10,162
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 8,231 9,203
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 8,406 9,283
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 8,011 9,049
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 7,752 8,756
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 6,764 7,548
- ----------------------------------------------------------------------
Class Y Shares
Comparison of Change in Value of $10,000 Hypothetical
Investments in:
Growth Fund (Class Y) and S&P 500 Index.
[Line Graph]
- ----------------------------------------------------------------------
Date Value of Investment in S&P 500 Index
Fund
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/01/1994 10,000 10,000
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1994 9,487 9,755
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1994 10,132 10,231
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1994 10,103 10,230
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1995 11,077 11,224
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1995 12,294 12,294
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
09/30/1995 13,328 13,271
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
12/31/1995 13,641 14,069
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
03/31/1996 14,456 14,824
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
06/30/1996 14,889 15,489
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/19961 15,009 15,117
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1996 17,000 17,647
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1997 17,648 18,522
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1997 18,728 19,972
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1997 20,316 21,259
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1997 20,065 22,677
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1998 21,350 25,002
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1998 21,630 26,095
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1998 18,005 22,985
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1998 21,213 28,047
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/1999 22,421 29,942
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/1999 23,332 31,583
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/1999 25,161 32,135
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/1999 28,603 33,907
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/29/2000 38,284 33,453
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2000 32,940 34,889
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2000 42,159 37,375
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2000 28,963 32,475
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2001 25,437 30,712
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2001 23,766 31,209
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2001 21,176 28,264
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
11/30/2001 21,675 28,508
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
02/28/2002 20,680 27,792
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
05/31/2002 20,038 26,891
- ----------------------------------------------------------------------
- ----------------------------------------------------------------------
08/31/2002 17,682 23,181
- ----------------------------------------------------------------------
1. The Fund changed its fiscal year from June to August.
Total returns and the ending account values in the
graphs include changes in share price and reinvestment
of dividends and capital gains distributions in a
hypothetical investment for the periods shown. Past
performance does not predict future performance. The
Fund's total returns shown do not reflect the deduction
of income taxes on an individual's investment. Taxes
may reduce your actual investment returns on income or
gains paid by the Fund or any gains you may realize if
you sell your shares.
- ----------------------------------------------------------
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 Growth 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.
The Management Fees received by the Adviser of MAFG
Fund and paid indirectly by MAFG Fund are described below.
MAFG Fund does note directly pay a management fee to OFI,
however, the Master Fund pays the Adviser a management fee
at the annual rate of 0.60% of its average daily net
assets. The fees and expenses that the Master Fund pays,
including the management fee it pays to the Adviser, are
passed directly through to MAFG Fund in proportion to the
number of shares of the Master Fund owned by MAFG Fund.
- ---------------------------------------------------------------------------------
MAFG Fund Growth Fund
- ---------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------
The Adviser is entitled to receive 0.75% of the first $200 million of average
a monthly management fee at the annual net assets of the Fund,
annual contractual rate of 0.60%
of the average daily net assets of
the Master Fund. MAFG invests all
of its assets in shares of the
Master Fund. Accordingly, all
portfolio management occurs at the
level of the Master Fund. The
Master Fund has entered into an
investment management agreement
with the Adviser. The Adviser has
entered into a contractual
arrangement with the Master Fund
that provides that the management
fee for the Master Fund, when
combined with administration fees
of certain funds that invest in
the Master Fund (other than MAFG
Fund), will not exceed a specific
amount.
- ---------------------------------------------------------------------------------
----------------------------------------------
0.72% of the next $200 million,
----------------------------------------------
----------------------------------------------
0.69% of the next $200 million,
----------------------------------------------
----------------------------------------------
0.66% of the next $200 million,
----------------------------------------------
----------------------------------------------
0.60% of the next $700 million,
----------------------------------------------
----------------------------------------------
0.58% of the next $1.0 billion,
----------------------------------------------
----------------------------------------------
0.56% of the next $2.0 billion, and
----------------------------------------------
----------------------------------------------
0.54% of the average annual net assets in
excess of $4.5 billion.
----------------------------------------------
- ------------------------------------------------------------
As indicated in the table below, the management fee
for MAFG Fund for the twelve months ended March 31, 2003
was an annual rate of 0.60% of the average annual daily net
assets of the Master Fund. The management fee for Growth
Fund for the twelve months ended March 31, 2003 was 0.65%
of the average annual net assets for each class of shares.
The 12b-1 distribution plans for both Funds are
substantially similar.
Annual Fund Operating Expense table
for the 12 months ended March 31, 2003
(as a percentage of average daily net assets)
- -------------------------------------------------------------------------------
MAFG Fund Combined Pro
Growth Fund Forma Growth Fund
Class A Shares Class A Shares Class A Shares
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Management Fee 0.60% 0.65% 0.65%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Distribution and/or 0.25%
Service (12b-1) fees 0.23% 0.23%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Other Expenses 1.58% 0.46% 0.46%
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Total Annual Operating 1.34% 1.34%
Expenses 2.43%
- -------------------------------------------------------------------------------
"Other Expenses" include transfer agent fees and custodial,
accounting and legal expenses the Funds pay. This chart is
for illustrative purposes only.
- ------------------------------------------------------------
OppenheimerFunds, Inc. has entered into an
Administration Agreement with MAFG Fund whereby
OppenheimerFunds, Inc. will maintain certain books and
records on behalf of the Fund and prepare certain reports.
OppenheimerFunds, Inc. shall also be responsible for filing
with the SEC any state securities regulators certain
disclosure documents. Under the Agreement, the Fund pays an
Administration Fee to OppenheimerFunds, Inc. of 0.50% of
the average annual net assets of each such Fund. The
Adviser has entered into a sub-administration agreement
with OppenheimerFunds, Inc. Under that agreement, the
Adviser maintains certain books and records and prepares
certain reports on behalf of MAFG Fund.
The net assets under management for Growth Fund on
March 31, 2003 were $1,410,745,297 as compared to
$3,239,428 for MAFG Fund. Effective upon the Closing of
the Reorganization, the management fee rate for the
surviving Fund is expected to be 0.65% of average annual
net assets based on combined assets of the Funds as of
March 31, 2003. Additionally, the "Other Expenses" and
"Total Annual Operating Expenses" of the surviving Fund are
expected to be substantially less than the "Other Expenses"
and "Total Annual Operating Expenses" of MAFG 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 a fixed fee
basis for both Funds. The terms of the transfer agency
agreement for both Funds are substantially similar.
Citibank, N.A., located at 111 Wall Street, New York,
NY 10005, acts as custodian of the securities and other
assets of both MAFG Fund and Growth 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 service plans under Rule 12b-1 of
the Investment Company Act for their Class A shares and
distribution and service plans under Rule 12b-1 for their
Class B, Class C and Class N shares.
The 12b-1 fees for Class A shares of both MAFG Fund
and Growth 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 the other classes of both Funds are
Distribution and Service plan fees which include a service
fee of 0.25% of average annual net assets for Class B,
Class C and Class N shares and an asset-based sales charge
of 0.75% of average annual net assets for Class B and Class
C shares and 0.25% of average annual net assets for Class N
shares.
For a detailed description of each Fund's
distribution-related services, see the section below titled
"Comparison of Investment Objectives and Policies - How do
the Account Features and Shareholder Services for the Funds
Compare?"
Purchases, Redemptions, Exchanges and other
Shareholder Services - Both Funds have nearly the same
requirements and restrictions in connection with purchases,
redemptions and exchanges. In addition, each Fund also
offers the same types of shareholder services. More
detailed information regarding purchases, redemptions,
exchanges and shareholder services can be found below in
the section below titled "Comparison of Investment
Objectives and Policies - How do the Account Features and
Shareholder Services for the Funds Compare?"
Dividends and Distributions - Both Funds declare
dividends separately for each class of shares from net
investment income annually and pay those dividends to
shareholders in December on a date selected by the Board of
each Fund. Both Funds may realize capital gains on the
sale of portfolio holdings. If they do, they will make
distributions out of any short-term or long-term capital
gains in December of each year. There can be no assurance
that either Fund will pay any dividends or capital gains
distributions in a particular 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 MAFG FUND
AND GROWTH FUND?
In evaluating whether to approve the Reorganization
and invest in Growth Fund, shareholders should carefully
consider the following risk factors, the other information
set forth in this Prospectus and Proxy Statement and the
more complete description of risk factors set forth in the
documents incorporated by reference herein, including the
Prospectuses of the Funds and their respective Statements
of Additional Information.
General
The main investment risks of the Funds are
substantially similar. All investments have risks to some
degree. Both Funds' investments are subject to changes in
their value from a number of factors described below. There
is also the risk that poor security selection by the
Manager or the Adviser will cause the Funds to underperform
other funds having similar objectives.
These risks collectively form the risk profiles of
the Funds, and can affect the value of the Funds'
investments, investment performance and prices per share.
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. There is no
assurance that either fund will achieve its investment
objective.
Risks of Investing in Stocks. Stocks fluctuate in price,
and their short-term volatility at times may be great.
Because both Funds invest primarily in common stocks of
U.S. companies, the value of each Fund's portfolio will be
affected by changes in the U.S. stock markets. Market risk
will affect the Funds' net asset values per share, which
will fluctuate as the values of the Funds' portfolio
securities change. The prices of individual stocks do not
all move in the same direction uniformly or at the same
time. Different stock markets may behave differently from
each other. Because both Funds can buy foreign stocks, they
could both be affected by changes in foreign stock markets.
Other factors can affect a particular stock's price,
such as poor earnings reports by the issuer, loss of major
customers, major litigation against the issuer, or changes
in government regulations affecting the issuer or its
industry.
The Manager may increase the relative emphasis of
Growth Fund's investments in a particular industry from
time to time. Stocks of issuers in a particular industry
may be affected by changes in economic conditions, changes
in government regulations, availability of basic resources
or supplies, or other events that affect that industry more
than others. To the extent that Growth Fund increases the
relative emphasis of its investments in a particular
industry, its share values may fluctuate in response to
events affecting that industry.
Sector Risk. To the extent that the Funds concentrate
their investments in a specific sector or relatively few
industry sectors, there is the possibility that the
investments within those sectors will decline in price due
to industry specific market or economic developments.
There is the possibility that each Fund's share price will
be more volatile than funds that have broader sector
exposure.
Risks of Foreign Investing. Both Funds can buy foreign
equity and debt securities. While foreign securities offer
special investment opportunities, they are subject to
special risks that can reduce the Funds' share prices and
returns.
The change in value of a foreign currency against the
U.S. dollar will result in a change in the U.S. dollar
value of securities denominated in that foreign currency.
Currency rate changes can also affect the distributions the
Fund makes from the income it receives from foreign
securities. Foreign investing can result in higher
transaction and operating costs for the Fund. Foreign
issuers are not subject to the same accounting and
disclosure requirements to which U.S. companies are
subject. The value of foreign investments may be affected
by exchange control regulations, 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. ADRs may
not necessarily be denominated in the same currency as the
securities into which they may be converted.
How Risky are the Funds Overall? The risks described above
collectively form the overall risk profile of the Funds,
and can affect the value of the Funds' investments, their
investment performance and their prices per share.
Particular investments and investment strategies have
risks. Both Funds are also subject to the risk that the
stocks the Manager or Adviser selects will underperform the
stock market, the relevant indices or other funds with
similar investment objectives and investment strategies.
By focusing on a comparatively smaller number of
investments and industry sectors, Growth Fund's risk is
increased because each investment has a greater effect on
its performance.
In the short term, the stock markets can be volatile,
and the prices of the Funds' shares can go up and down
substantially. Growth stocks may be more volatile than
other equity investments. Growth Fund generally does not
use income-oriented investments to help cushion the Fund's
total return from changes in stock prices.
REASONS FOR THE REORGANIZATION
At a meeting of the Board of Trustees of MAFG Fund
held April 28, 2003, the Board considered whether to
approve the proposed Reorganization and reviewed and
discussed with OFI and independent legal counsel the
materials provided by OFI 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
MAFG Fund is a relatively smaller fund with approximately
$3.2 million in net assets as of April 23, 2003. The Board
anticipates that MAFG Fund's assets will not increase
substantially in size in the near future and that its
expense ratio might remain high as fixed expenses are borne
by a relatively small fund. In comparison, Growth Fund had
approximately $1.4 billion in net assets as of April 23,
2003. After the Reorganization, the shareholders of MAFG
Fund would become shareholders of a larger fund that is
anticipated to have lower overall operating expenses than
MAFG Fund. There can be no assurances that lower operating
expenses will continue into the future. Economies of scale
may benefit shareholders of MAFG Fund.
The Board considered the fact that both Funds have
similar investment objectives of seeking capital
appreciation. MAFG Fund invests in the Master Fund that
has the same goals as the Fund. The Master Fund will
invest at least 65% of its assets in equity securities.
Growth Fund currently focuses on stocks of companies having
a large or mid-size market capitalization meaning above $2
million. MAFG Fund invests in the common stock of
approximately 20 to 30 companies that have earnings growth
and capital appreciation potential and currently emphasizes
common stocks of companies with large stock market
capitalizations (greater than $5 billion). It currently
emphasizes companies having a large market capitalization
meaning greater than $5 billion. The Board noted that each
Fund is designed for long-term investors.
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 MAFG 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
MAFG Fund) and the historically better performance of
Growth Fund are subject to change and that the
Reorganization would not result in a dilution of the
interests of existing shareholders of MAFG Fund.
After consideration of the above factors, and such
other factors and information as the Board of MAFG Fund
deemed relevant, the Board, including the Trustees who are
not "interested persons" (as defined in the Investment
Company Act) of either MAFG Fund or OFI (the "Independent
Trustees"), unanimously approved the Reorganization and the
Reorganization Agreement and voted to recommend its
approval to the shareholders of MAFG Fund.
The Board of Growth Fund also determined that the
Reorganization was in the best interests of Growth Fund and
its shareholders and that no dilution would result to those
shareholders. Growth Fund shareholders do not vote on the
Reorganization. The Board of Growth Fund, including the
Independent Trustees, unanimously approved the
Reorganization and the Reorganization Agreement.
For the reasons discussed above, the Board, on behalf
of MAFG Fund, recommends that you vote FOR the
Reorganization Agreement. If shareholders of MAFG Fund do
not approve the Reorganization Agreement, the
Reorganization will not take place.
INFORMATION ABOUT THE REORGANIZATION
This is only a summary of the Reorganization Agreement.
You should read the actual form of Reorganization
Agreement. It is attached as Exhibit A.
How Will the Reorganization be Carried Out?
If the shareholders of MAFG Fund approve the
Reorganization Agreement, the Reorganization will take
place after various conditions are satisfied by MAFG Fund
and Growth Fund, including delivery of certain documents.
The Closing Date is presently scheduled for November 7,
2003 and the Valuation Date is presently scheduled for
November 6, 2003.
If shareholders of MAFG Fund approve the
Reorganization Agreement, MAFG Fund will deliver to Growth
Fund substantially all of its net assets on the Closing
Date. In exchange, shareholders of MAFG Fund will receive
Class A, Class B, Class C, Class N and Class Y Growth Fund
shares that have a value equal to the dollar value of the
assets delivered by MAFG Fund to Growth Fund. MAFG Fund
will then be liquidated and its outstanding shares will be
cancelled. The stock transfer books of MAFG 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 MAFG
Fund. Redemption requests received after that time will be
considered requests to redeem shares of Growth Fund.
Shareholders of MAFG Fund who vote their Class A,
Class B, Class C, Class N and Class Y shares in favor of
the Reorganization will be electing in effect to redeem
their shares of MAFG Fund at net asset value on the
Valuation Date, after MAFG Fund subtracts a cash reserve,
and reinvest the proceeds in Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund at net asset
value. The cash reserve is that amount retained by MAFG
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 is
estimated to be approximately $24,000 cash. Any debts paid
out of the cash reserve will be those debts, taxes or
expenses of liquidation incurred by the MAFG Fund on or
before the Closing Date. Growth Fund is not assuming any
debts of MAFG Fund except debts for unsettled securities
transactions and outstanding dividend and redemption
checks. MAFG 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 MAFG Fund's activities.
Under the Reorganization Agreement, within one year
after the Closing Date, MAFG 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 Growth Fund, if such remaining amount is not
material (as defined below) or (ii) distribute such
remaining amount to the shareholders of MAFG 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 MAFG Fund shares outstanding on the Valuation
Date. In order to qualify for this rebate, it is not
necessary for a shareholder of MAFG Fund to continue to
hold shares of the combined entity after the Closing Date.
If the cash reserve is insufficient to satisfy any of MAFG
Fund's liabilities, OFI will assume responsibility for any
such unsatisfied liability. Within one year after the
Closing Date, MAFG Fund will complete its liquidation.
Under the Reorganization Agreement, either MAFG Fund
or Growth 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
MAFG 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 MAFG Fund.
Those printing and mailing costs are estimated to be
$11,247 and $3,337, respectively. With respect to the
Reorganization the Manager will bear the cost of the tax
opinion and audits for Growth Fund, while MAFG Fund will
bear the cost of its respective tax opinion. 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 $44,800 for
MAFG Fund and $11,425 for Growth Fund.
The Manager and the Board of Trustees for Growth Fund
believe the shareholders of Growth Fund will benefit from
the proposed merger by acquiring securities without
transaction costs that Growth Fund would otherwise want to
acquire for its portfolio and by adding a shareholder
account base that will present additional marketing
opportunities to Growth Fund. Nonetheless, the Board asked
the Manager whether it would be willing to absorb Growth
Fund's portion of the Reorganization costs in light of the
relatively small amount of assets and shareholder accounts
that Growth Fund would acquire as a result of the
reorganization. While the estimated reorganization costs
are anticipated to be only slightly greater than the cost
of acquiring MAFG Fund's securities on the open market
using reasonable estimates (that could ultimately be more
or less than estimated), the Manager agreed to absorb
Growth Fund's portion of the reorganization costs in order
to avoid any possibility of dilution of the interests of
Growth Fund's shareholders. Those costs are estimated to
be $11,425.
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 MAFG Fund and Growth Fund, it
is expected to be the opinion of Deloitte & Touche LLP, tax
advisor to MAFG Fund, that shareholders of MAFG 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 Growth Fund, and that shareholders of Growth Fund
will not recognize any gain or loss upon receipt of MAFG
Fund's assets. In addition, neither Fund is expected to
recognize a gain or loss as a result of the Reorganization.
The holding period of Growth Fund shares received in that
exchange will include the period that MAFG Fund shares were
held (provided such shares were held as a capital asset on
the Closing Date). 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.
Immediately prior to the Valuation Date, MAFG Fund
will pay a dividend which will have the effect of
distributing to MAFG Fund's shareholders all of MAFG 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 MAFG Fund's
shareholders as ordinary income and capital gain,
respectively.
You will continue to be responsible for tracking the
purchase cost and holding period of your shares and should
consult your tax advisor regarding the effect, if any, of
the Reorganization in light of your individual
circumstances. You should also consult your tax advisor as
to state and local and other tax consequences, if any, of
the Reorganization because this discussion only relates to
federal income tax consequences.
What should I know about Class A, Class B, Class C, Class N
and Class Y shares of each Fund?
The rights of shareholders of both Funds are
substantially the same. Both Funds are organized as
Massachusetts business trusts. Both Funds Declaration of
Trusts and By-Laws are substantially similar with respect
to voting rights for the election of Trustees and rights
for mergers, liquidations and distributions and
redemptions. Shareholders of Growth Fund have voting
rights that are greater on significant matters that
shareholders of MAFG Fund do not have. Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund will be
distributed to shareholders of Class A, Class B, Class C,
Class N and Class Y shares of MAFG Fund, respectively, in
connection with the Reorganization. Each share will be
fully paid and nonassessable when issued, will have no
preemptive or conversion rights and will be transferable on
the books of Growth 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 Growth Fund will be recorded electronically in
each shareholder's account. Growth Fund will then send a
confirmation to each shareholder. Shareholders of Class A
shares of MAFG 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 MAFG Fund whose shares are
represented by outstanding share certificates will not be
allowed to redeem, transfer, or pledge shares of Growth
Fund they receive in the Reorganization until the
certificates for the exchanged MAFG Fund have been returned
to the Transfer Agent. Shareholders of Class B, Class C,
Class N and Class Y shares of MAFG Fund do not have
certificates representing their shares. Their shares will
be cancelled.
Like MAFG Fund, Growth Fund does not routinely hold
annual shareholder meetings.
COMPARISON OF INVESTMENT OBJECTIVES AND POLICIES
This section describes key investment policies of
MAFG Fund and Growth Fund, and certain noteworthy
differences between the investment objectives and policies
of the two Funds. For a complete description of Growth
Fund's investment policies and risks, please review its
Prospectus dated October 23, 2002 as supplemented July 18,
2003 and the Statement of Additional Information dated
October 23, 2002 revised February 12, 2003 as supplemented
March 31, 2003. That Prospectus is attached to this
Prospectus and Proxy Statement as an enclosure and is
incorporated herein by reference.
Are there any significant differences between the
investment objectives and strategies of the Funds?
In considering whether to approve the Reorganization,
shareholders of MAFG Fund should consider the differences
in investment objectives, policies and risks of the Funds.
Additional information about both Funds is set forth their
respective Statements of Additional Information and Annual
Reports, which may be obtained upon request to the Transfer
Agent. See "Information about MAFG Fund" and "Information
about Growth Fund."
MAFG Fund and Growth Fund have similar investment
objectives. Growth Fund seeks capital appreciation. MAFG
Fund seeks long-term capital appreciation. MAFG Fund
invests in equity securities, mainly 20 to 30 companies
having a market capitalization greater than $5 billion.
Growth Fund invests primarily in common stocks of U.S.
companies and focuses the portfolio by investing in between
20 to 60 companies having a market capitalization of $2
billion and above. Furthermore, both Funds may invest in
foreign securities.
What are the Main Risks Associated with an Investment in
the Funds?
Like all investments, an investment in both of the
Funds involves risk. There is no assurance that either
Fund will meet its investment objective. The achievement
of the Funds' goals depends upon market conditions,
generally, and on the portfolio manager's analytical and
portfolio management skills. The risks described below
collectively form the risk profiles of the Funds, and can
affect the value of the Funds' investments, investment
performance and prices per share. There is also the risk
that poor securities selection by the Manager or Adviser
will cause the Fund to underperform other funds having a
similar objective. These risks mean that you can lose
money by investing in either Fund. When you redeem your
shares, they may be worth more or less than what you paid
for them.
How Do the Investment Policies of the Funds Compare?
MAFG Fund invests primarily in large-cap stocks and
currently focuses on common stock of 20 to 30 companies the
Adviser believes has earnings growth and capital
appreciation potential. Growth Fund invests mainly in
common stocks of U.S. companies. To focus its portfolio,
Growth Fund normally invests in between 20 and 60 companies
of relatively few industries having a large capitalization
or mid-size capitalization, although this could change over
time.
Through its master/feeder structure MAFG Fund invests
all of its assets in the Master Fund that has the same
goals as the Fund. All investments are made by the Master
Fund. The Fund is non-diversified. The Fund's investment
results will correspond directly to the investment results
of the Master Fund. As such, MAFG Fund is vulnerable to
the effects of economic changes that effect shares of the
Master Fund.
Risks of Growth Stocks. MAFG Funds invests in stocks of
growth companies, particularly newer companies, which may
offer opportunities for greater long-term capital
appreciation but may be more volatile than stocks of
larger, more established companies. They have greater risks
if the company's earnings growth or stock price fails to
increase as expected.
Other Equity Securities. Both Funds emphasize investments
in common stocks. However, they can both buy preferred
stocks and securities convertible into common stock. MAFG
Fund may also invest in American Depository Receipts
("ADRs"), European Depository Receipts ("EDRs"), warrants
and rights that can be exercised to obtain stock, and real
estate investment trusts.
Risks of Non-Diversification. MAFG is "non-diversified."
That means that compared to funds that are diversified,
MAFG Fund can invest a greater portion of its net assets in
the securities of one issuer, such as the Master Fund. As
such, MAFG Fund is vulnerable to the effects of economic
changes that affect shares of the Master Fund. In
contrast, Growth Fund is diversified and is not subject to
the risks of non-diversification.
Industry Focus. Stocks of issuers in a particular industry
might be affected by changes in economic conditions or by
changes in government regulations, availability of basic
resources or supplies, or other events that affect that
industry more than others. To the extent that the Funds
have a greater emphasis on investments in a particular
industry, their share values may fluctuate in response to
events affecting that industry.
Cyclical Opportunities. Both Funds may also seek to take
advantage of changes in the business cycle by investing in
companies that are sensitive to those changes if the
Manager or Adviser believes they have growth potential. For
example, when the economy is expanding, companies in the
consumer durables and technology sectors may benefit and
offer long-term growth opportunities. Other cyclical
industries include insurance and forest products, for
example. The Funds focus on seeking growth over the long
term, but may seek to take tactical advantage of short-term
market movements or events affecting particular issuers or
industries.
Foreign Investing. Growth Fund can purchase foreign equity
and debt securities. Growth Fund currently limits its
investments in foreign securities to not more than 10% of
its total assets, although it has the ability to invest up
to 25% of its total assets. MAFG Fund can invest without
limit in the securities of foreign companies in the form of
ADRs. In addition, MAFG Fund may invest up to 10% of its
total assets in other forms of securities of foreign
companies including EDRs or other securities convertible
into securities of foreign companies.
MAFG Fund may purchase the securities of certain
foreign investment corporations called passive foreign
investment companies ("PFICs") and is subject to certain
percentage limitations under the Investment Company Act
relating to the purchase of securities of investment
companies, and, consequently, MAFG Fund may have to subject
any of its investments in other investment companies,
including PFICs, to the limitation that no more than 10% of
the value of the MAFG Fund's total assets may be invested
in such securities.
While foreign securities may offer special investment
opportunities, they also have special risks that can reduce
a Fund's share prices and income. The change in value of
foreign currency against the U.S. dollar will result in a
change in the U.S. dollar value of securities denominated
in that foreign currency. Currency rate changes can also
affect the distributions a Fund makes from the income it
receives from foreign securities if foreign currency values
change against the U.S. dollar. Foreign investing can
result in higher transaction and operating costs for the
Fund investing in them. Foreign issuers are not subject to
the same accounting and disclosure requirements that U.S.
companies are subject to. The value of foreign investments
may be affected by exchange control regulations,
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.
The risks of investing in foreign securities are generally
greater for investments in emerging markets.
Special Risks of Emerging Markets. MAFG Fund can invest in
emerging markets. In contrast, Growth Fund does not.
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 even less liquidity in their securities markets, and
settlements of purchases and sales of securities may be
subject to additional delays. MAFG Fund is 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.
Illiquid and Restricted Securities. Both Funds can invest
in illiquid or restricted securities. Growth Fund will not
invest more than 10% of its net assets in illiquid or
restricted securities. The Board can increase that limit to
15%. MAFG Fund will not invest more than 15% of its net
assets in illiquid or 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. Certain
restricted securities that are eligible for resale to
qualified institutional purchasers may not be subject to
that limit. Both the Manager and the Adviser monitor
holdings of illiquid securities on an ongoing basis to
determine whether to sell any holdings to maintain adequate
liquidity.
Derivative Investments. Both Funds can invest in a number
of different kinds of "derivative" investments. However,
neither Fund uses or contemplates using derivatives or
hedging instruments to a significant degree and the Funds
are not obligated to use them in seeking their objectives.
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, equity-linked
debt securities of an issuer, collateralized mortgage
obligations ("CMOs"), swaps, and hedging instruments are
derivative instruments MAFG Fund can use. Options, futures
contracts, equity-linked debt securities of an issuer and
other hedging instruments may be considered derivative
investments for Growth Fund. In addition to using
derivatives for hedging, including anticipatory hedging for
MAFG Fund, both Funds might use other derivative
investments because they offer the potential for increased
income and/or principal value.
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
Growth Fund and the Adviser of MAFG Fund expected it to
perform. Interest rate and stock market changes in the
U.S. and abroad may also influence the performance of
derivatives. As a result of these risks, both Funds could
realize less principal or income from the investment than
expected or their hedge might be unsuccessful. If that
happens, the Funds' share prices could fall. Certain
derivative investments held by the Funds may be illiquid.
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 and in the case
of MAFG Fund, swaps. These are all referred to as "hedging
instruments." The Funds are not required to hedge to seek
their objectives. The Funds have limits on their use of
hedging and types of hedging instruments that can be used,
and do not use them for speculative purposes.
Some of these strategies could be used to hedge the
Funds' portfolio against price fluctuations. Other hedging
strategies, such as buying futures and call options, could
increase the Funds' exposure to the securities market.
Forward contracts can be used to try to manage foreign
currency risks on the Funds' foreign investments. Foreign
currency options can be used to try to protect against
declines in the dollar value of foreign securities the
Funds own, or to protect against an increase in the dollar
cost of buying foreign securities.
There are also special risks in particular hedging
strategies. Options trading involves the payment of
premiums and has special tax effects on the Funds. If the
Adviser for MAFG Fund, and the Manager for Growth Fund used
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 were not correlated with their other
investments or if they could not close out a position
because of an illiquid market.
Portfolio Turnover. Both Funds can engage in short-term
trading to achieve their objective. Portfolio turnover
affects brokerage costs the Funds pay. Both Funds may have
a portfolio turnover rate in excess of 100%. If both Funds
realize capital gains when they sell their portfolio
investments, generally they must pay out those gains to
shareholders, increasing taxable distributions.
Investing in Small, Unseasoned Companies. Both Funds can
invest in small unseasoned companies. MAFG Fund can invest
without limit and, as a fundamental policy, Growth Fund
will not invest more than 15% of total assets (current
intent is not to exceed 5% of net assets) in securities of
small unseasoned companies. These are companies that have
been in operation for less than three 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.
Investment in Other Investment Companies. Both Funds can
under certain circumstances, invest in other investment
companies. MAFG Fund is a feeder fund that invests 100% of
its assets in a corresponding Master Fund, which is a
registered investment company. The Master Fund can also
invest its assets in shares of investment companies when
permitted by applicable law. As a non-fundamental policy,
Growth Fund generally cannot invest in securities of other
investment companies, except to the extent permitted under
the Investment Company Act, the rules or regulations
thereunder or any exemption therefrom, as such statute,
rules or regulations may be amended or interpreted from
time to time.
An investment in another investment company may
involve the payment of substantial premiums above the value
of such investment company's portfolio securities and is
subject to limitations under the Investment Company Act.
As a shareholder in an investment company, a fund would be
subject to its ratable share of that investment company's
expenses, including its advisory and administration fees.
At the same time, that Fund would bear its own management
fees and other expenses.
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 Growth Fund's Boards of
Trustees and MAFG Fund's Advisor from time to time.
The majority of these transactions run from day to
day, and delivery pursuant to the resale typically occurs
within one to five days of the purchase. Repurchase
agreements having a maturity beyond seven days are subject
to the Funds' limits on holding illiquid investments. The
Funds will not enter into a repurchase agreement that
causes more than 15% of MAFG Fund's net assets and 10% of
Growth Fund's net assets to be subject to repurchase
agreements having a maturity beyond seven days. There is
no limit on the amount of the Funds' net assets that may be
subject to repurchase agreements having maturities of seven
days or less.
Pursuant to an Exemptive Order issued by the SEC, the
Funds, along with other affiliated entities managed by the
Manager, may transfer uninvested cash balances into one or
more joint repurchase accounts. These balances are
invested in one or more repurchase agreements, secured by
U.S. government securities. Securities that are pledged as
collateral for repurchase agreements are held by a
custodian bank until the agreements mature. Each joint
repurchase arrangement requires that the market value of
the collateral be sufficient to cover payments of interest
and principal; however, in the event of default by the
other party to the agreement, retention or sale of the
collateral may be subject to legal proceedings.
Loans of Portfolio Securities. Both Funds can lend their
portfolio securities to brokers, dealers and other types of
financial institutions approved by the Funds' Boards of
Trustees to raise cash for liquidity purposes. These loans
are limited to not more than 25% of the value of Growth
Fund's total assets and 33 1/3% of the value of MAFG Fund's
total assets. Growth 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. The Master Fund has received an exemptive order
from the SEC permitting it to lend portfolio securities to
Merrill Lynch Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") or its affiliates and to retain an affiliated of
the Master Fund as a lending agent.
There are some risks in connection with securities
lending. The Funds 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 Funds must receive collateral for a loan.
When they lend securities, the Funds receive 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. Either type of interest may be shared
with the borrower. The Funds may also pay reasonable
finder's, custodian and administrative fees in connection
with these loans. The terms of the Funds' loans must meet
applicable tests under the Internal Revenue Code and must
permit the Funds to reacquire loaned securities on five
days' notice or in time to vote on any important matter.
Real Estate Investment Trusts. Only MAFG Fund may invest
in equity Real Estate Investment Trusts ("REITs"). REITs
are entities which either own properties or make
construction or mortgage loans. Equity REITs may also
include operating or financing companies. Equity REITs own
real estate directly and the value of, and income earned
by, the Fund depends upon the income of the underlying
properties and the rental income they earn. Equity REITs
can also realize capital gains by selling properties that
have appreciated in value. The value of securities issued
by REITs are affected by tax and regulatory requirements
and by perceptions of management skill. They are also
subject to heavy cash flow dependency, defaults by
borrowers or tenants, self-liquidation, the possibility of
failing to qualify for tax-free status under the Internal
Revenue Code, and failing to maintain exemption from the
Investment Company Act. Because REITs normally pay an
advisory fee and other expenses, a shareholder in these
Funds may be subject to duplicative fees and expenses.
Growth Fund cannot invest in REITs.
Short Sales. MAFG Fund may invest in short positions, while
Growth Fund cannot. MAFG Fund may make short sales of
securities, either as a hedge against potential declines in
value of a portfolio security or to realize appreciation
when a security that the Fund does not own declines in
value. MAFG Fund will not make a short sale if, after
giving effect to such sale, the market value of all
securities sold short exceeds 5% of the value of its total
assets. MAFG Fund may also make short sales "against the
box" without being subject to such limitations. In this
type of short sale, at the time of the sale, the Fund owns
or has the immediate and unconditional right to acquire the
identical security at no additional cost.
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. Generally they would be cash equivalents (such
as commercial paper), money market instruments, short-term
debt securities, U.S. government securities, repurchase
agreements and in the case of MAFG Fund, purchase and sales
contracts. They could include other investment grade debt
securities. MAFG Fund can also invest in such short-term
securities for cash management purposes. Growth 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 defensively in
these securities, they might not achieve their investment
objectives.
What are the Fundamental Investment Restrictions of the
Funds?
Both MAFG Fund and Growth Fund have certain
additional investment restrictions that are fundamental
policies, changeable only by shareholder approval. Both
Funds' investment objectives are fundamental policies.
Generally, the investment restrictions are similar between
the Funds and are discussed below:
Diversification: Growth Fund cannot 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 the
Fund's total assets. The limit does not apply to securities
issued by the U.S. Government or any of its agencies or
instrumentalities or securities of other investment
companies. MAFG Fund is non-diversified and does not have
similar restrictions.
Commodities: Neither Fund can invest in commodities, except
as described herein. MAFG Fund cannot invest in physical
commodities or physical commodity contracts except to the
extent that the Fund may do so in accordance with
applicable law and the Fund's Prospectus and Statement of
Additional Information, as they may be amended from time to
time, and without registering as a commodity pool operator
under the Commodity Exchange Act. Growth Fund cannot
invest in commodities or commodity contracts other than the
hedging instruments permitted by any of its other
fundamental policies, whether or not such hedging
instrument is considered to be a commodity or commodity
contract.
Loans: Neither Fund can make loans, except as described
herein. MAFG 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. Growth Fund cannot make loans, except to the
extent permitted under the Investment Company Act, the
rules or regulations thereunder or any exemption therefrom
that is applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to
time.
Borrowing: Neither Fund can borrow, except as described
herein. MAFG Fund cannot borrow money in excess of 33 1/3%
of the value of its total assets. MAFG Fund may borrow only
from banks and/or affiliated investment companies. With
respect to this fundamental policy, MAFG 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. Growth Fund may not borrow money, except as
permitted by the Investment Company Act, the rules or
regulations thereunder or any exemption therefrom that is
applicable to the Fund, as such statute, rules or
regulations may be amended or interpreted from time to
time.
Concentration: Neither Fund can concentrate investments,
meaning that neither Fund can invest 25% or more of its
total assets in companies in any one industry. In the case
of Growth Fund, that limit does not apply to securities
issued or guaranteed by the U.S. government or its agencies
and instrumentalities or securities issued by investment
companies. In the case of MAFG Fund that limit does not
apply to securities of the U.S. government and its agencies
and instrumentalities.
Underwriting: Neither Fund can underwrite securities of
other companies. A permitted exception is in case it is
deemed to be an underwriter under the Securities Act of
1933 when reselling any securities held in its own
portfolio.
Real Estate: Neither Fund can invest in real estate.
However, each Fund can purchase readily-marketable
securities of companies holding real estate or interests in
real estate. In the case of MAFG Fund, to the extent
permitted by applicable law, the Fund may invest in
securities directly or indirectly secured by real estate or
interests therein or issued by companies that invest in
real estate or interests therein.
Senior Securities: Neither Fund can issue "senior
securities." However, that restriction does not prohibit
either Fund from entering into margin, collateral or escrow
arrangements permitted by its other investment policies.
Growth Fund's policy regarding senior securities is an
operating policy which is not a fundamental policy but
which will not be changed without shareholder approval.
MAFG Fund may not issue senior securities to the extent
such issuance would violate applicable law.
Percentage Restrictions: Only Growth Fund has a
fundamental policy pursuant to which the Fund cannot
deviate from the percentage restrictions that apply to its
investments in small, unseasoned companies, borrowing for
leverage and loans of portfolio securities.
Do the Funds have any restrictions that are not
fundamental? The Funds have a number of other investment
restrictions that are not fundamental policies, which means
that they can be changed by vote of a majority of a Fund's
Board of Trustees without shareholder approval (excepted as
indicated below).
Investment for Control: MAFG Fund cannot invest in
companies for the purpose of acquiring control or
management of them. Investments by the Fund in wholly-owned
investment entities created under the laws of certain
countries will not be deemed the making of investments for
the purpose of exercising control or management
Senior Securities: As described above, Growth Fund
currently has an operating policy (which is not a
fundamental policy but will not be changed without the
approval of a shareholder vote) that prohibits the Fund
from issuing senior securities. However, that policy does
not prohibit the Fund from entering into margin, collateral
or escrow arrangements permitted by its other investment
policies.
How do the Account Features and Shareholder Services for
the Funds Compare?
Investment Management - Pursuant to the Growth Fund
Advisory Agreement, the Manager acts as the investment
advisor for Growth Fund. MAFG Fund invests all of its
assets in shares of a Master Fund. Accordingly, MAFG Fund
does not invest directly in portfolio securities and all
portfolio management occurs at the level of the Master
Fund. The Master Fund has entered into an investment
management agreement with Fund Asset Management, L.P.,
doing business as Mercury Advisors, as Adviser (the "Master
Fund Advisory Agreement"). Under the Growth Fund Advisory
Agreement and the Master Fund Advisory Agreement, the
Manager or Advisor 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 each 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 each Fund.
The advisory agreements state that the Manager or
Adviser 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 or Adviser under the advisory
agreements will be at its own expense.
Expenses not expressly assumed by the Manager or
Adviser under the advisory agreements or by the Distributor
under the General Distributor's Agreement are paid by the
Funds. The 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.
Growth Fund's Advisory Agreement generally provides
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
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 agreement permits the Manager to act as
investment advisor for any other person, firm or
corporation. Pursuant to the 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 Growth Fund,
the Manager may withdraw the right of the Fund to use the
name "Oppenheimer" as part of its name.
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 $130 billion in
assets as of June 30, 2003, including other Oppenheimer
funds with more than seven million shareholder accounts.
The Manager is located at 498 Seventh Avenue, New York, New
York 10018. The Adviser is organized as a limited
partnership, the partners of which are Merrill Lynch & Co.,
Inc., a financial services holding company and the parent
of Merrill Lynch and Princeton Services, Inc. Merrill
Lynch & Co., Inc. and Princeton Services are "controlling
persons" of the Adviser as defined under the Investment
Company Act because of their ownership of its voting
securities and their power to exercise a controlling
influence over its management or policies.
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 MAFG Fund and Growth 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.
Both Funds have adopted a Service Plan and Agreement
under Rule 12b-1 of the Investment Company Act for their
Class A shares. The Service Plan provides for the
reimbursement to 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 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 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 under Rule 12b-1 of the Investment Company Act for
their Class B, Class C and Class N shares. The Funds'
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 both Funds' Plans, the Funds
pay the Distributor an asset-based sales charge at an
annual rate of 0.75% of Class B and Class C assets, and an
annual asset-based sales charge of 0.25% on Class N
shares. The Distributor also receives a service fee of
0.25% of average annual net assets under each plan. 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 broker-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 charges are retained by the
Distributor. After the first year, the Class C asset-based
sales charges are paid to broker-dealers who hold or whose
clients hold Class C shares as an ongoing concession for
shares that have been outstanding for a year or more.
Purchases and Redemptions - Both Funds are part of
the OppenheimerFunds family of mutual funds. The
procedures for purchases, exchanges and redemptions of
shares of the Funds are nearly identical, however, for MAFG
Fund, not only can shares be redeemed by mail and
telephone, but by wire as well. Shares of either Fund may
be exchanged for shares of the same class of other
Oppenheimer funds offering such shares. Exchange
privileges are subject to amendment or termination at any
time.
Both Funds have the same initial and subsequent
minimum investment amounts for the purchase of shares.
These amounts are $1,000 and $50, respectively. Both Funds
have a maximum initial sales charge of 5.75% on Class A
shares for purchases of less than $25,000. The sales
charge of 5.75% is reduced for purchases of Class A shares
of $25,000 or more. Investors who purchase $1 million or
more of Class A shares pay no initial sales charge. Class
B shares of the Funds are sold without a front-end sales
charge but investors will pay an annual asset-based sales
charge. If investors sell their shares within six years of
buying them, they will normally pay a contingent deferred
sales charge ("CDSC"). The CDSC begins at 5% for shares
redeemed in the first year and declines to 1% in the sixth
year and is eliminated after that. Class C shares may be
purchased without an initial sales charge, but investors
will pay an annual asset-based sales charge, and if
redeemed within 12 months of buying them, a CDSC of 1% may
be deducted. Class N shares (available only through
certain retirement plans) are purchased without an initial
sales charge, but investors will pay an annual asset-based
sales charge, and if redeemed within 18 months of the
retirement plan's first purchase of Class N shares, a CDSC
of 1% may be deducted.
Class A, Class B, Class C, Class N and Class Y shares
of Growth Fund received in the Reorganization will be
issued at net asset value, without a sales charge and no
CDSC will be imposed on any MAFG Fund shares exchanged for
Growth Fund shares as a result of the Reorganization.
However, any CDSC that applies to MAFG Fund shares as of
the date of the exchange will carry over to Growth 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 MAFG 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 - Both Funds intend to
declare dividends separately for each class of shares from
net investment income on an annual basis and to pay those
dividends to shareholders in December on a date selected by
the Board of Trustees of each Fund. Dividends paid on
Class A and Class Y shares will generally be higher than
dividends for Class B, Class C and Class N shares which
normally have higher expenses than Class A and Class Y
shares. Both 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 it 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 MAFG 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 MAFG 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 MAFG 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)
Voting by telephone is convenient and can help reduce
---------- ----------------
MAFG Fund's expenses. Shareholders must enter a unique
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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. Please be advised that the deadline for voting
by telephone is 3:00 P.M. Eastern time ("ET") on the last
business day before the Meeting.
Whichever method you choose, please take the time to
read the full text of the proxy statement before you vote.
Proxy ballots that are properly signed, dated and
received at or prior to the Meeting, or any adjournment
thereof, will be voted as specified. If you simply sign and
date the proxy but give no voting instructions, your shares
will be voted in favor of the Reorganization Agreement.
Can I revoke my proxy?
You may revoke your proxy at any time before it is
voted by (i) writing to the Secretary of MAFG 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 MAFG 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 in accordance with their
judgment in such matters.
Who is entitled to vote?
Shareholders of record of MAFG Fund at the close of
business on August 12, 2003 (the "record date") will be
entitled to vote at the Meeting or any adjournment of the
Meeting. As of the close of business on August 12, 2003,
there were 886,325.441 outstanding shares of MAFG Fund,
consisting of 435,340.847 Class A shares, 174,828.391 Class
B shares, 242,764.990 Class C shares, 33,291.213 Class N
shares and 100.000 Class Y shares. As of the close of
business on August 12, 2003, there were 63,246,057.289
outstanding shares of Growth Fund, consisting of
45,816,735.283 Class A shares, 11,370,610.413 Class B
shares, 3,189,626.585 Class C shares, 297,658.241 Class N
shares and 2,571,426.767 Class Y shares. Under relevant
state law, proxies representing abstentions and broker
non-votes will be included for purposes of determining
whether a quorum is present at the Meeting. For purposes
of the Meeting, a majority of shares outstanding and
entitled to vote, present in person or represented by
proxy, constitutes a quorum. Growth Fund shareholders do
not vote on the Reorganization.
Voting By Broker-Dealers. Shares of MAFG Fund owned of
record by a broker-dealer for the benefit of its customers
("street account shares") will be voted by the
broker-dealer based on instructions received from its
customers. If no instructions are received, the
broker-dealer may (if permitted by applicable stock
exchange rules) vote, as record holder of such shares, for
the Reorganization in the same proportion as that
broker-dealer votes street account shares for which it has
received voting instructions in time to be voted.
Beneficial owners of street account shares cannot vote in
person at the meeting. Only record owners may vote in
person at the meeting.
A "broker non-vote" is deemed to exist when a proxy
received from a broker indicates that the broker does not
have discretionary authority to vote the shares on that
matter. Abstentions and broker non-votes will have the
same effect as a vote against the Reorganization.
Voting by the Trustee for OppenheimerFunds-Sponsored
Retirement Plans. Shares of MAFG Fund held in
OppenheimerFunds-sponsored retirement accounts for which
votes are not received as of the last business day before
the Meeting Date, will be voted by the trustee for such
accounts in the same proportion as shares for which voting
instructions from the MAFG Fund's other shareholders have
been timely received.
What other solicitations will be made?
MAFG 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 MAFG 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 also may be solicited by a proxy solicitation
firm hired at MAFG 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 $5,000, 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.
If MAFG Fund does engage a proxy solicitation firm,
as the Meeting date approaches, certain shareholders may
receive telephone calls from a representative of the
solicitation firm if their vote has not yet been received.
Authorization to permit the solicitation firm to execute
proxies may be obtained by telephonic instructions from
shareholders of MAFG Fund. Proxies that are obtained
telephonically will be recorded in accordance with the
procedures set forth below. These procedures have been
designed to reasonably ensure that the identity of the
shareholder providing voting instructions is accurately
determined and that the voting instructions of the
shareholder are accurately recorded.
In all cases where a telephonic proxy is solicited,
the solicitation firm representative is required to ask for
each shareholder's full name, address, the last four digits
of the shareholder's social security or employer
identification number, title (if the shareholder is
authorized to act on behalf of an entity, such as a
corporation) and to confirm that the shareholder has
received the Proxy Statement and ballot in the mail. If
the information solicited agrees with the information
provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the
process, read the proposals listed on the proxy ballot, and
ask for the shareholder's instructions on such proposals.
The solicitation firm representative, although he or she is
permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote. The
solicitation firm representative may read any
recommendation set forth in the Proxy Statement. The
solicitation firm representative will record the
shareholder's instructions. Within 72 hours, the
shareholder will be sent a confirmation of his or her vote
asking the shareholder to call the solicitation firm
immediately if his or her instructions are not correctly
reflected in the confirmation.
Brokers, banks and other fiduciaries may be required
to forward soliciting material to their principals and to
obtain authorization for the execution of proxies. For
those services, they will be reimbursed by MAFG Fund for
their expenses.
If a shareholder wishes to participate in the
Meeting, but does not wish to give his or her proxy
telephonically, the shareholder may still submit the proxy
ballot originally sent with the Prospectus and Proxy
Statement in the postage paid envelope provided or attend
in person. Should shareholders require additional
information regarding the proxy ballot or a replacement
proxy ballot, they may contact us toll-free at
1.800.708.7780. Any proxy given by a shareholder, whether
in writing or by telephone, is revocable as described above
under the paragraph entitled "Can I revoke my proxy?"
Please take a few moments to complete your proxy
ballot promptly. You may provide your completed proxy
ballot, telephonically or by mailing the proxy ballot in
the postage paid envelope provided. You also may cast your
vote by attending the Meeting in person if you are a record
owner.
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 Growth 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 GROWTH FUND
Information about Growth Fund (File No. 811-2306) is
included in Growth Fund's Prospectus dated October 23,
2002, as supplemented May 1, 2003, which is attached to and
considered a part of this Prospectus and Proxy Statement.
Additional information about Growth Fund is included in the
Fund's Statement of Additional Information dated October
23, 2002, revised February 12, 2003 as supplemented July
18, 2003, and the Annual Report dated August 31, 2002 and
the succeeding Semi-Annual Report dated February 28, 2003,
which have been filed with the SEC and are incorporated
herein by reference. You may request a free copy of these
materials and other information by calling 1.800.708.7780
or by writing to Growth Fund at OppenheimerFunds Services,
P.O. Box 5270, Denver, CO 80217-5270. Growth 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 MAFG Fund
Information about MAFG Fund (File No. 811-10153) is
included in the current MAFG Fund's Prospectus dated March
28, 2003, as supplemented May 7, 2003. This document has
been filed with the SEC and is incorporated by reference
herein. Additional information about MAFG Fund is also
included in the Fund's Statement of Additional Information
dated March 28, 2003, and the Annual Report dated November
30, 2002 and the succeeding Semi-Annual Report dated May
31, 2003 (to be filed upon availability), which have been
filed with the SEC and are incorporated by reference
herein. You may request free copies of these or other
documents relating to MAFG 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 MAFG Fund 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.
PRINCIPAL SHAREHOLDERS
As of August 12, 2003, the officers and Trustees of
MAFG Fund, as a group, owned less than 1% of the
outstanding voting shares of MAFG Fund. As of August 12,
2003, the only persons who owned of record or were known by
MAFG Fund to own beneficially 5% or more of any class of
the Fund's outstanding shares were as follows:
RPSS TR SEP IRA Hudson Medical Association FBO
Anthony J. Salvate, 25 Richland Rd, Greenwich,
CT 06830-6012 (which owned 10,683.761 Class B
shares or 6.11% of the Class B shares then
outstanding).
Marlene Castle / Doug Castle TR Excel
Fabricating Inc., 2301 Nevada Ave N., Golden
Valley MN 55427-3609 (which owned 17,252.852
Class C shares or 7.10% of the Class C shares
then outstanding).
G Canino T Walsh & J Van Son TR, Island Risk
Management Assoc., 401K Plan, 65 W Hills Rd.,
Huntington Station, NY 11746-2305 (which owned
12,171.586 Class N shares or 36.56% of the Class
N shares then outstanding).
RPSS TR Rollover IRA FBO Suzanne M Ostrander 7
Midland Dr., Great Meadows NJ 07838-2215 (which
owned 4,119.850 Class N shares or 12.37% of the
Class N shares then outstanding).
RPSS TR Rollover IRA FBO Moustafa O Nasr, 25525
Via Paladar, Valencia CA 91355-3153 (which owned
3,662.149 Class N shares or 11.00% of the Class
N shares then outstanding).
OppenheimerFunds, Inc., C/O Tim Abbuhl Bldg. 2,
6803 S. Tucson Way, Centennial, CO 80112-3924
(which owned 100.00 Class Y shares or 100% of
the Class Y shares then outstanding).
As of August 12, 2003, the officers and Trustees of
Growth Fund, as a group, owned less than 1% of the
outstanding voting shares of Growth Fund. As of August 12,
2003, the only persons who owned of record or were known by
Growth Fund to own beneficially 5% or more of any class of
the Fund's outstanding shares were as follows:
Citigroup Global Mkts Inc, 00109801250, Attn
Cindy Tempesta, 7th Floor, 333 West 34th Street,
New York, NY 10001-2483 (which owned 209,831.914
Class C shares or 6.57% of the Class C shares
then outstanding).
MLPF&S for the sole benefit of its customers,
Attn: Fund Admn, 4800 Deer Lake Dr E, Fl3,
Jacksonville, FL 32246-6484 (which owned
22,557.234 Class N shares or 7.57% of the Class
N shares then outstanding).
MCB Trust Services Cust D E Mangelsdorf & S
Overberg Tr, Home Service Oil Company 401K, 700
17th St, Ste 300, Denver, CO 80202-3531 (which
owned 19,568.851 Class N shares or 6.57% of the
Class N shares then outstanding).
MCB Trust Services Tr, Spar Group Inc 401 KPSP,
700 17th St, Ste 300, Denver, CO 80202-3531
(which owned 16,743.956 Class N shares or 5.62%
of the Class N shares then outstanding).
Mass Mutual Life Insurance Co, Separate
Investment Acct, Attn: N225, 1295 State St,
Springfield, MA 01111-0001 (which owned
2,389,847.658 Class Y shares or 92.93% of the
Class Y shares then outstanding).
IBT & Co, Cust OppenheimerFunds Cap Accum Plan,
Attn MML037, 200 Clarendon St, Fl 16, Boston,
MA 02116-5021 (which owned 136,256.237 Class Y
shares or 5.29% of the Class Y shares then
outstanding).
By Order of the Board of Trustees
Robert G. Zack, Secretary
September 12, 2003
EXHIBIT A
AGREEMENT AND PLAN OF REORGANIZATION
AGREEMENT AND PLAN OF REORGANIZATION (the
"Agreement") dated as of April 30, 2003 by and between
Mercury Advisors Focus Growth Fund, a series of Oppenheimer
Select Managers ("MAFG Fund"), a Massachusetts business
trust and Oppenheimer Growth Fund ("Growth 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
MAFG Fund through the acquisition by Growth Fund of
substantially all of the assets of MAFG Fund in exchange
for the voting shares of beneficial interest ("shares")
designated Class A, Class B, Class C, Class N and Class Y
shares of Growth Fund and the assumption by Growth Fund of
certain liabilities of MAFG Fund, for which Class A, Class
B, Class C, Class N and Class Y shares of Growth Fund are
to be distributed by MAFG Fund pro rata to its shareholders
in liquidation of MAFG Fund and 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
pursuant to Section 368(a)(1) of the Code as follows: The
Reorganization will be comprised of the acquisition by
Growth Fund of substantially all of the assets of MAFG Fund
in exchange for Class A, Class B, Class C, Class N and
Class Y shares of Growth Fund and the assumption by Growth
Fund of certain liabilities of MAFG Fund, followed by the
distribution of such Class A, Class B, Class C, Class N and
Class Y shares of Growth Fund to the Class A, Class B,
Class C, Class N and Class Y shareholders of MAFG Fund in
exchange for their Class A, Class B, Class C, Class N and
Class Y shares of MAFG Fund, all upon and subject to the
terms of this Agreement as hereinafter set forth.
The share transfer books of MAFG 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
MAFG Fund. Redemption requests received by MAFG Fund after
that date shall be treated as requests for the redemption
of the shares of Growth 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 MAFG Fund on that date, excluding a
cash reserve (the "cash reserve") to be retained by MAFG
Fund sufficient in its discretion for the payment of the
expenses of MAFG 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 Growth
Fund, in exchange for and against delivery to MAFG Fund on
the Closing Date of a number of Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund, having an
aggregate net asset value equal to the value of the assets
of MAFG Fund so transferred and delivered.
3. The net asset value of Class A, Class B, Class
C, Class N and Class Y shares of Growth Fund and the value
of the assets of MAFG Fund to be transferred shall in each
case be determined as of the close of business of The New
York Stock Exchange on the Valuation Date. The computation
of the net asset value of the Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund and the Class A,
Class B, Class C, Class N and Class Y shares of MAFG Fund
shall be done in the manner used by Growth Fund and MAFG
Fund, respectively, in the computation of such net asset
value per share as set forth in their respective
prospectuses. The methods used by Growth Fund in such
computation shall be applied to the valuation of the assets
of MAFG Fund to be transferred to Growth Fund.
MAFG 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 MAFG Fund's shareholders all of MAFG 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, Colorado 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 "Investment Company 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, MAFG Fund
shall distribute on a pro rata basis to the shareholders of
MAFG Fund as of the Valuation Date Class A, Class B, Class
C, Class N and Class Y shares of Growth Fund received by
MAFG Fund on the Closing Date in exchange for the assets of
MAFG Fund in complete liquidation of MAFG Fund. For the
purpose of the distribution by MAFG Fund of Class A, Class
B, Class C, Class N and Class Y shares of Growth Fund to
MAFG Fund's shareholders, Growth Fund will promptly cause
its transfer agent to: (a) credit an appropriate number of
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund on the books of Growth Fund to each Class A,
Class B, Class C, Class N and Class Y shareholder of MAFG
Fund in accordance with a list (the "Shareholder List") of
MAFG Fund shareholders received from MAFG Fund; and (b)
confirm an appropriate number of Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund to each Class A,
Class B, Class C, Class N and Class Y of MAFG Fund.
Certificates for Class A shares of Growth Fund will be
issued upon written request of a former shareholder of MAFG
Fund but only for whole shares, with fractional shares
credited to the name of the shareholder on the books of
Growth Fund and only after any share certificates for MAFG
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 MAFG Fund, indicating his or her share
balance. MAFG Fund agrees to supply the Shareholder List
to Growth Fund not later than the Closing Date.
Shareholders of MAFG 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 Growth Fund which they received.
6. Within one year after the Closing Date, MAFG
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 Growth
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 MAFG 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 MAFG 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, Growth Fund will be
in compliance with all of its investment policies and
restrictions. At the Closing, MAFG Fund shall deliver to
Growth Fund two copies of a list setting forth the
securities then owned by MAFG Fund. Promptly after the
Closing, MAFG Fund shall provide Growth Fund a list setting
forth the respective federal income tax bases thereof.
8. Portfolio securities or written evidence
acceptable to Growth Fund of record ownership thereof by
The Depository Trust Company or through the Federal Reserve
Book Entry System or any other depository approved by MAFG
Fund pursuant to Rule 17f-4 and Rule 17f-5 under the
Investment Company Act shall be endorsed and delivered, or
transferred by appropriate transfer or assignment
documents, by MAFG Fund on the Closing Date to Growth 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 Growth Fund for
the account of Growth Fund. Class A, Class B, Class C,
Class N and Class Y shares of Growth Fund representing the
number of Class A, Class B, Class C, Class N and Class Y
shares of Growth Fund being delivered against the assets of
MAFG Fund, registered in the name of MAFG Fund, shall be
transferred to MAFG Fund on the Closing Date. Such shares
shall thereupon be assigned by MAFG Fund to its
shareholders so that the shares of Growth Fund may be
distributed as provided in Section 5.
If, at the Closing Date, MAFG Fund is unable to make
delivery under this Section 8 to Growth Fund of any of its
portfolio securities or cash for the reason that any of
such securities purchased by MAFG Fund, or the cash
proceeds of a sale of portfolio securities, prior to the
Closing Date have not yet been delivered to it or MAFG
Fund's custodian, then the delivery requirements of this
Section 8 with respect to said undelivered securities or
cash will be waived and MAFG Fund will deliver to Growth
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 Growth Fund, together with such other
documents, including a due bill or due bills and brokers'
confirmation slips as may reasonably be required by Growth
Fund.
9. Growth Fund shall not assume the liabilities
(except for portfolio securities purchased which have not
settled and for shareholder redemption and dividend checks
outstanding) of MAFG Fund, but MAFG 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 MAFG Fund.
OppenheimerFunds, Inc. will bear the cost of the respective
tax opinion and audits relating to the Reorganization for
MAFG Fund and Growth Fund will bear the cost of its
respective tax opinion. 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 Growth Fund and MAFG
Fund associated with this reorganization, including legal,
accounting and transfer agent expenses, will be borne by
MAFG Fund and Growth Fund, respectively, in the amounts so
incurred by each. OppenheimerFunds, Inc., the investment
adviser to the funds, agreed to reimburse Growth Fund for
the costs borne by it in the reorganization in light of
potential dilution related to the reorganization costs and
the relatively small amount of assets Growth Fund will
receive as a result of the reorganization should it be
approved by shareholders of MAFG Fund.
10. The obligations of Growth Fund hereunder shall
be subject to the following conditions:
A. The Board of Trustees of MAFG Fund shall
have authorized the execution of the Agreement, and the
shareholders of MAFG Fund shall have approved the Agreement
and the transactions contemplated hereby, and MAFG Fund
shall have furnished to Growth Fund copies of resolutions
to that effect certified by the Secretary or the Assistant
Secretary of MAFG Fund. Such shareholder approval shall
have been by the affirmative vote required by Massachusetts
Law and charter documents of MAFG Fund at a meeting for
which proxies have been solicited by the Prospectus and
Proxy Statement (as hereinafter defined).
B. Growth Fund shall have received an opinion
dated as of the Closing Date from counsel to MAFG Fund, to
the effect that: (i) MAFG 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 MAFG Fund and to
authorize effectively the transactions contemplated by the
Agreement have been taken by MAFG Fund. Massachusetts
counsel may be relied upon for this opinion.
C. The representations and warranties of MAFG
Fund contained herein shall be true and correct at and as
of the Closing Date, and Growth 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 MAFG Fund,
dated as of the Closing Date, to that effect.
D. On the Closing Date, MAFG Fund shall have furnished
to Growth Fund a certificate of the Treasurer or Assistant
Treasurer of MAFG Fund as to the amount of the capital loss
carry-over and net unrealized appreciation or depreciation,
if any, with respect to MAFG 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 MAFG Fund at the close of business on the
Valuation Date.
F. A Registration Statement on Form N-14 filed by Growth
Fund under the Securities Act of 1933, as amended (the
"1933 Act"), containing a preliminary form of the
Prospectus and Proxy Statement, shall have become effective
under the 1933 Act.
G. On the Closing Date, Growth Fund shall have
received a letter from Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
Growth 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 MAFG Fund arising out of
litigation brought against MAFG 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 MAFG Fund delivered to
Growth 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. Growth 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. Growth Fund shall have received at the Closing all of
the assets of MAFG 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 MAFG Fund hereunder shall be
subject to the following conditions:
A. The Board of Trustees of Growth Fund shall
have authorized the execution of the Agreement, and the
transactions contemplated thereby, and Growth Fund shall
have furnished to MAFG Fund copies of resolutions to that
effect certified by the Secretary or the Assistant
Secretary of Growth Fund.
B. MAFG 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 MAFG Fund shall have furnished
Growth Fund copies of resolutions to that effect certified
by the Secretary or an Assistant Secretary of MAFG Fund.
C. MAFG Fund shall have received an opinion dated as of
the Closing Date from counsel to Growth Fund, to the effect
that: (i) Growth 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 Growth Fund and to authorize effectively
the transactions contemplated by the Agreement have been
taken by Growth Fund; and (iii) the shares of Growth 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 Growth Fund's Statement of Additional
Information. Massachusetts counsel may be relied upon for
this opinion.
D. The representations and warranties of Growth
Fund contained herein shall be true and correct at and as
of the Closing Date, and MAFG 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. MAFG 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)
MAFG Fund's representation that there is no plan or
intention by any MAFG Fund shareholder who owns 5% or more
of MAFG Fund's outstanding shares, and, to MAFG Fund's best
knowledge, there is no plan or intention on the part of the
remaining MAFG Fund shareholders, to redeem, sell, exchange
or otherwise dispose of a number of Growth Fund shares
received in the transaction that would reduce MAFG Fund
shareholders' ownership of Growth 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
MAFG Fund shares as of the same date, and (ii) the
representation by each of MAFG Fund and Growth Fund that,
as of the Closing Date, MAFG Fund and Growth 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. MAFG Fund and Growth 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 MAFG Fund upon the distribution of Class A,
Class B, Class C, Class N and Class Y shares of beneficial
interest in Growth Fund to the shareholders of MAFG Fund
pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain
or loss will be recognized by MAFG Fund by reason of the
transfer of substantially all its assets in exchange for
Class A, Class B, Class C, Class N and Class Y shares of
Growth Fund.
5. Under Section 1032 of the Code no gain or
loss will be recognized by Growth Fund by reason of the
transfer of substantially all of MAFG Fund's assets in
exchange for Class A, Class B, Class C, Class N and Class Y
shares of Growth Fund and Growth Fund's assumption of
certain liabilities of MAFG Fund.
6. The shareholders of MAFG Fund will have
the same tax basis and holding period for the Class A,
Class B, Class C, Class N and Class Y shares of beneficial
interest in Growth Fund that they receive as they had for
MAFG Fund shares that they previously held, pursuant to
Section 358(a) and 1223(1), respectively, of the Code.
7. The securities transferred by MAFG Fund
to Growth Fund will have the same tax basis and holding
period in the hands of Growth Fund as they had for MAFG
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 MAFG Fund at the close of business on the
Valuation Date.
G. A Registration Statement on Form N-14 filed
by Growth Fund under the 1933 Act, containing a preliminary
form of the Prospectus and Proxy Statement, shall have
become effective under the 1933 Act.
H. On the Closing Date, MAFG Fund shall have
received a letter from Robert G. Zack or other senior
executive officer of OppenheimerFunds, Inc. acceptable to
MAFG 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 Growth Fund arising out of
litigation brought against Growth 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 Growth Fund delivered to MAFG
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. MAFG Fund shall acknowledge receipt of the Class A,
Class B, Class C, Class N and Class Y shares of Growth Fund.
12. MAFG Fund hereby represents and warrants that:
A. The audited financial statements of MAFG
Fund as of November 30, 2002 and unaudited financial
statements as of May 31, 2003 heretofore furnished to
Growth Fund, present fairly the financial position, results
of operations, and changes in net assets of MAFG 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 MAFG Fund, it being agreed that a
decrease in the size of MAFG 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 MAFG Fund's
shareholders, MAFG Fund has authority to transfer all of
the assets of MAFG 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 MAFG 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
MAFG Fund and no material claim and no material legal,
administrative or other proceedings pending or, to the
knowledge of MAFG Fund, threatened against MAFG Fund, not
reflected in such Prospectus;
E. Except for the Agreement, there are no
material contracts outstanding to which MAFG Fund is a
party other than those ordinary in the conduct of its
business;
F. MAFG 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 MAFG Fund is duly registered under the
Investment Company 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 MAFG 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 MAFG Fund no such return is currently under
audit and no assessment has been asserted with respect to
such returns; and
H. MAFG Fund has elected that MAFG Fund be
treated as a regulated investment company and, for each
fiscal year of its operations, MAFG Fund has met the
requirements of Subchapter M of the Code for qualification
and treatment as a regulated investment company and MAFG
Fund intends to meet such requirements with respect to its
current taxable year.
13. Growth Fund hereby represents and warrants that:
A. The audited financial statements of Growth Fund as of
August 31, 2002 and unaudited financial statements as of
February 28, 2003 heretofore furnished to MAFG Fund,
present fairly the financial position, results of
operations, and changes in net assets of Growth Fund, as of
that date, in conformity with generally accepted accounting
principles applied on a basis consistent with the preceding
year; and that from February 28, 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 Growth Fund, it being
understood that a decrease in the size of Growth 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 Growth 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 Growth Fund and no
material claim and no material legal, administrative or
other proceedings pending or, to the knowledge of Growth
Fund, threatened against Growth Fund, not reflected in such
Prospectus;
D. There are no material contracts outstanding
to which Growth Fund is a party other than those ordinary
in the conduct of its business;
E. Growth Fund is a business trust duly
organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts; Growth Fund has
all necessary and material federal and state authorizations
to own all its properties and assets and to carry on its
business as now being conducted; the Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund which it
issues to MAFG 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 Growth Fund's Statement of Additional Information, will
conform to the description thereof contained in Growth
Fund's Registration Statement and will be duly registered
under the 1933 Act and in the states where registration is
required; and Growth Fund is duly registered under the
Investment Company 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 Growth 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 Growth 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 Growth Fund ended
August 31, 2002 have not been filed, such returns will be
filed when required and the amount of tax shown as due
thereon shall be paid when due;
G. Growth Fund has elected to be treated as a
regulated investment company and, for each fiscal year of
its operations, Growth Fund has met the requirements of
Subchapter M of the Code for qualification and treatment as
a regulated investment company and Growth Fund intends to
meet such requirements with respect to its current taxable
year;
H. Growth Fund has no plan or intention (i) to
dispose of any of the assets transferred by MAFG Fund,
other than in the ordinary course of business, or (ii) to
redeem or reacquire any of the Class A, Class B, Class C,
Class N and Class Y shares issued by it in the
reorganization other than pursuant to valid requests of
shareholders; and
I. After consummation of the transactions
contemplated by the Agreement, Growth 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 Prospectus and Proxy
Statement 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. Growth Fund hereby
represents to and covenants with MAFG Fund that, if the
reorganization becomes effective, Growth Fund will treat
each shareholder of MAFG Fund who received any of Growth
Fund's shares as a result of the reorganization as having
made the minimum initial purchase of shares of Growth Fund
received by such shareholder for the purpose of making
additional investments in shares of Growth Fund, regardless
of the value of the shares of Growth Fund received.
15. Growth 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 Prospectus
and Proxy Statement contemplated by Rule 145 under the 1933
Act. The final form of such Prospectus and Proxy Statement
is referred to in the Agreement as the "Prospectus and
Proxy Statement." 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 Prospectus and Proxy Statement as may
be necessary or desirable in this connection. MAFG 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. Growth Fund understands that the obligations of
MAFG Fund under the Agreement are not binding upon any
Trustee or shareholder of MAFG Fund personally, but bind
only MAFG Fund and MAFG Fund's property. Growth Fund
represents that it has notice of the provisions of the
Declaration of Trust of MAFG Fund disclaiming shareholder
and trustee liability for acts or obligations of MAFG Fund.
20. MAFG Fund understands that the obligations of
Growth Fund under the Agreement are not binding upon any
trustee or shareholder of Growth Fund personally, but bind
only Growth Fund and Growth Fund's property. MAFG Fund
represents that it has notice of the provisions of the
Declaration of Trust of Growth Fund disclaiming shareholder
and trustee liability for acts or obligations of Growth
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,
on behalf of its series Mercury
Advisors Focus Growth Fund
By: /s/ Robert G. Zack
----------------------
Robert G. Zack,
Vice President and Secretary
OPPENHEIMER GROWTH FUND
By: /s/ Katherine P. Feld
----------------------
Katherine P. Feld
Assistant Secretary
Appendix to Prospectus and Proxy Statement of
Growth Fund
Graphic material included in the Prospectus of Growth
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 or
taxes. Set forth below are the relevant data points that
will appear on the bar chart.
Calendar
Year Growth Fund
Ended Class A Shares
- ----- --------------
12/31/93 2.72%
12/31/94 2.38%
12/31/95 34.95%
12/31/96 23.46%
12/31/97 18.12%
12/31/98 10.95%
12/31/99 46.73%
12/31/00 -11.16%
12/31/01 -24.54%
12/31/02 -25.70%
Appendix to Prospectus and Proxy Statement of
MAFG Fund,
a Series of Oppenheimer Select Managers
Graphic material included in the Prospectus of MAFG
Fund, a Series of Oppenheimer Select Managers 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 or
taxes. Set forth below is the relevant data point that will
appear on the bar chart.
Calendar MAFG Fund
- -------- ---------
Year Ended Class A Shares
- ---------- --------------
12/31/02 -39.01%
Proxy Card
Mercury Advisors Focus Growth Fund, a Series of
Oppenheimer Select Managers
Proxy For a Special Shareholders Meeting To Be Held
on OCTOBER 31, 2003
The undersigned, revoking prior proxies, hereby appoints
Brian Wixted, Connie Bechtolt, Philip Vottiero, Kathleen
Ives and Philip Masterson, and each of them, as
attorneys-in-fact and proxies of the undersigned, with full
power of substitution, to vote shares held in the name of
the undersigned on the record date at the Special Meeting
of Shareholders of Mercury Advisors Focus Growth Fund, a
series of Oppenheimer Select Managers (the "Fund") to be
held at 6803 South Tucson Way, Centennial, Colorado, 80112,
on October 31, 2003, at 1:00 p.m. Mountain time, or at any
adjournment thereof, upon the proposal described in the
Notice of Meeting and accompanying Prospectus and Proxy
Statement, which have been received by the undersigned.
This proxy is solicited on behalf of the Fund's Board of
Trustees, and the proposal (set forth on the reverse side
of this proxy card) has been proposed by the Board of
Trustees. When properly executed, this proxy will be voted
as indicated on the reverse side or "FOR" the proposal if
no choice is indicated. The proxy will be voted in
accordance with the proxy holders' best judgment as to any
other matters that may arise at the Meeting.
VOTE VIA THE TELEPHONE:
1-866-241-6192
CONTROL NUMBER: 999 9999
9999 999
Note: Please sign this proxy
exactly as your name or names
appear hereon. Each joint
owner should sign. Trustees
and other fiduciaries should
indicate the capacity in
which they sign. If a
corporation, partnership or
other entity, this signature
should be that of a duly
authorized individual who
should state his or her title.
Signature
Signature of joint owner, if any
Date
PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
The Proposal:
To approve an Agreement and Plan of Reorganization between
Mercury Advisors Focus Growth Fund, a series of Oppenheimer
Select Managers ("MAFG Fund"), and Oppenheimer Growth Fund
("Growth Fund") and the transactions contemplated thereby,
including: (a) the transfer of substantially all assets of
MAFG Fund to Growth Fund in exchange for Class A, Class B,
Class C, Class N and Class Y shares of Growth Fund, (b) the
distribution of such shares of Growth Fund to the
corresponding Class A, Class B, Class C, Class N and Class
Y shareholders of MAFG Fund in complete liquidation of MAFG
Fund and (c) the cancellation of the outstanding shares of
MAFG Fund.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK. Example: [ ]
FOR [___] AGAINST [___] ABSTAIN [___]
OPPENHEIMER GROWTH FUND
FORM N-14
PART C
OTHER INFORMATION
Item 15. Indemnification
- -------------------------
Reference is made to the provisions of Article
Seventh of Registrant's Amended and Restated Declaration of
Trust, filed by cross-reference to Exhibit 16(1) to this
Registration Statement, and incorporated herein by
reference.
Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to trustees,
officers and controlling persons of Registrant pursuant to
the foregoing provisions or otherwise, Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by Registrant of expenses incurred or paid by a
trustee, officer or controlling person of Registrant in the
successful defense of any action, suit or proceeding) is
asserted by such trustee, officer or controlling person,
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
Item 16. Exhibits
- ------------------
(1) Amended and Restated Declaration of Trust dated
August 5, 2002: Previously filed with Registrant's
Post-Effective Amendment No. 59, 8/22/02, and incorporated
herein by reference.
(2) By-Laws as amended through December 14, 2000:
Previously filed with Registrant's Post-Effective Amendment
No. 58, 12/19/01, and incorporated herein by reference.
(3) N/A
(4) Agreement and Plan of Reorganization dated April 30,
2003: See Exhibit A to Part A of the Registration Statement.
(5) (i) Specimen Class A Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(ii) Specimen Class B Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iii) Specimen Class C Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(iv) Specimen Class N Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(v) Specimen Class Y Share Certificate: Previously
filed with Registrant's Post-Effective Amendment No. 58,
12/19/01, and incorporated herein by reference.
(6) Amended and Restated Investment Advisory Agreement
dated 1/1/00: Previously filed with Registrant's
Post-Effective Amendment No. 57, 12/27/00, and incorporated
herein by reference.
(7) (i) General Distributor's Agreement dated December
10, 1992: Previously filed with Registrant's Post-Effective
Amendment No. 41, 7/30/93, 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 Restated 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.
(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 Distribution and Service
Plan and Agreement for Class A shares dated April 11, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(ii) Amended and Restated Distribution and Service
Plan and Agreement for Class B shares dated August 5, 2002:
Previously filed with Registrant's Post-Effective Amendment
No. 60, 10/23/02, and incorporated herein by reference.
(iii) Amended and Restated Distribution and Service
Plan and Agreement for Class C shares dated February 12,
1998: Previously filed with Registrant's Post-Effective
Amendment No. 53, 10/23/98, and incorporated herein by
reference.
(iv) Distribution and Service Plan and Agreement for
Class N shares dated October 12, 2000: Previously filed
with Registrant's Post-Effective Amendment No. 60,
10/23/02, and incorporated herein by reference.
(v) Oppenheimer Funds Multiple Class Plan under Rule
18f-3 updated through 10/22/02: Previously filed with
Post-Effective Amendment No. 22 to the Registration
Statement of Oppenheimer Global Growth & Income Fund (Reg.
No. 33-33799), 11/20/02, and incorporated herein by
reference.
(11) Opinion and Consent of Counsel: Filed herewith.
(12) Tax Opinions Relating to the Reorganization - Draft
Tax Opinions of Deloitte & Touche LLP: Filed
herewith.
(13) N/A
(14) (i) Consent of Deloitte & Touche LLP: Filed
herewith.
(ii) Consent of KPMG LLP: Filed herewith.
(15) N/A.
(16) Powers of Attorney for all Trustees/Directors
(including Certified Board Resolutions): Previously filed
with Registration Statement on Form N-14 of Oppenheimer
Multiple Strategies Fund (Reg. No. 333-105374), 5/19/03,
and incorporated herein by reference.
(17) Amended and Restated Code of Ethics of the
Oppenheimer Funds dated May 15, 2002 under Rule 17j-1 of
the Investment Company Act of 1940: Previously filed with
Post-Effective Amendment No. 29 to the Registration
Statement of Oppenheimer Discovery Fund (Reg. No. 33-371),
11/21/02, and incorporated herein by reference.
Item 17. Undertakings
- ----------------------
(1) The Registrant agrees to file with the SEC by post
effective amendment to the Registration Statement a final
tax opinion and auditor's consent relating to the
Reorganization within a reasonable time following the
Closing Date (as such terms are defined in Part A of the
Registration Statement).
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 10th
day of September 2003.
OPPENHEIMER GROWTH 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 September 10, 2003
- ----------------------------- Board of Trustees
Clayton K. Yeutter
/s/ Donald W. Spiro* Vice Chairman of the September 10, 2003
- ----------------------------- Board and Trustee
Donald W. Spiro
/s/ John V. Murphy * President, Principal September 10, 2003
- ------------------------------Executive Officer
John V. Murphy and Trustee
/s/ Brian W. Wixted* Treasurer, Principal September 10, 2003
- ------------------------------Financial and
Brian W. Wixted Accounting Officer
/s/ Robert G. Galli* Trustee September 10, 2003
- -----------------------------
Robert G. Galli
/s/ Phillip A. Griffiths Trustee September 10, 2003
- ----------------------------
Phillip A. Griffiths
/s/ Joel W. Motley* Trustee September 10, 2003
- -----------------------------
Joel W. Motley
/s/ Kenneth A. Randall* Trustee September 10, 2003
- -----------------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee September 10, 2003
- -----------------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee September 10, 2003
- ------------------------------
Russell S. Reynolds, Jr.
*By: /s/ Robert G. Zack
September 10, 2003
- ---------------------------------
Robert G. Zack, Attorney-in-Fact
OPPENHEIMER GROWTH FUND
EXHIBIT INDEX
Pre-Effective Amendment #1
Exhibit No. Description
- ----------- -----------
(11) Opinion and Consent of Counsel
(12) Draft Tax Opinions of Deloitte & Touche
LLP for Oppenheimer Growth Fund and
Jennison Growth Fund, a Series of
Oppenheimer Select Managers
(14) (i) Consent of Deloitte & Touche LLP
(14) (ii) Consent of KPMG LLP
Oppenheimer Growth Fund (OPSBX) Inactive
Filed: 10 Sep 03, 12:00am