-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UmIh3vxJPQhNqMstlSLU0DgnxJWGPklYVqmixe1oy7++raEHHMiB2yFVsw4CWjNP WJ2GPbbM8Spv2wEC1k5jxg== 0000728889-03-000400.txt : 20030707 0000728889-03-000400.hdr.sgml : 20030704 20030707172123 ACCESSION NUMBER: 0000728889-03-000400 CONFORMED SUBMISSION TYPE: N-14/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER MULTIPLE STRATEGIES FUND CENTRAL INDEX KEY: 0000729968 IRS NUMBER: 133395850 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-14/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-106295 FILM NUMBER: 03777462 BUSINESS ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 BUSINESS PHONE: 303-768-3200 MAIL ADDRESS: STREET 1: 6803 SOUTH TUCSON WAY STREET 2: N/A CITY: CENTENNIAL STATE: CO ZIP: 80112-3924 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER ASSET ALLOCATION FUND DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER RETIREMENT FUND DATE OF NAME CHANGE: 19870503 FORMER COMPANY: FORMER CONFORMED NAME: OMC GROWTH & INCOME TRUST DATE OF NAME CHANGE: 19840826 N-14/A 1 preeffno3prxystmtmulti.htm PRE-EFFECTIVE NO.3 MULTIPLE STRATEGIES PROXY Pre-Effective No. 3 N-14A/PTC Multiple Strategies Proxy Merger
                                                  Registration No. 333-106295




As filed with the Securities and Exchange Commission on July 7, 2003



                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM N-14A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933           / X /


PRE-EFFECTIVE AMENDMENT NO. 3                                     / X /


POST-EFFECTIVE AMENDMENT NO.__                                    /   /

                     OPPENHEIMER MULTIPLE STRATEGIES FUND
              (Exact Name of Registrant as Specified in Charter)

              6803 South Tucson Way, Centennial, Colorado 80112
                   (Address of Principal Executive Offices)

                                 303-768-3200
                       (Registrant's Telephone Number)

                             Robert G. Zack, Esq.
                   Senior Vice President & General Counsel
                            OppenheimerFunds, Inc.
                 498 Seventh Avenue, New York, New York 10018
                                (212) 323-0250
                   (Name and Address of Agent for Service)

  As soon as practicable after the Registration Statement becomes effective.
                (Approximate Date of Proposed Public Offering)

Title of Securities Being Registered: Class A, Class B, Class C and Class N
shares of Oppenheimer Multiple Strategies Fund.

No filing fee is due because of reliance on Section 24(f) of the Investment
Company Act of 1940.
- ------------------------------------------------------------------------------
The Registrant hereby amends the Registration  statement on such date or dates
as may be necessary to delay its  effective  date until the  Registrant  shall
file a further  amendment  which  specifically  states that this  Registration
Statement shall  thereafter  become  effective in accordance with section 8(a)
of the  Securities  Act of 1933 or  until  the  Registration  Statement  shall
become  effective on such date as the  Commission,  acting pursuant to Section
8(a), shall determine.
CONTENTS OF REGISTRATION STATEMENT

This Registration Statement contains the following pages and documents:

Front Cover
Contents Page
Cross-Reference Sheet


Part A


Proxy Statement for Oppenheimer Select Managers QM Active Balanced Fund and
Prospectus for Oppenheimer Multiple Strategies Fund - Incorporated by
Reference to Pre-Effective Amendment No. 1, (File No. 333-106295) filed on
June 27, 2003.

Exhibit A - Agreement and Plan of Reorganization between Oppenheimer Select
Managers QM Active Balanced Fund and Oppenheimer Multiple Strategies Fund -
Incorporated by Reference to Initial Filing (File No. 333-106295) on June 20,
2003.

Proxy Card - Incorporated by Reference to Initial Filing (File No. 333-106295)
on June 20, 2003.
Shareholder Letter - Incorporated by Reference to Initial Filing (File No.
333-106295) on June 20, 2003.
Voting Instructions - Incorporated by Reference to Initial Filing (File No.
333-106295) on June 20, 2003.
Notice of Meeting - Incorporated by Reference to Initial Filing (File No.
333-106295) on June 20, 2003.


Part B


Statement of Additional Information to Prospectus and Proxy Statement -
Incorporated by reference, in its entirety, to Part B filed with the Initial
Filing (File No. 333-106295) on June 20, 2003, and Pre-Effective Amendment
No.1, filed on June 27, 2003 and Pre-Effective Amendment No. 2, filed on July
1, 2003.



Part C

Other Information
Signatures
Exhibits


                     OPPENHEIMER MULTIPLE STRATEGIES FUND
                                  FORM N-14A

                                    PART C

                              OTHER INFORMATION


Item 15.  Indemnification

      Reference is made to the provisions of Article  Seventh of  Registrant's
Amended  and  Restated  Declaration  of  Trust,  filed by  cross-reference  to
Exhibit  16(1) to this  Registration  Statement,  and  incorporated  herein by
reference.

Insofar as  indemnification  for liabilities  arising under the Securities Act
of 1933 may be  permitted to trustees,  officers  and  controlling  persons of
Registrant pursuant to the foregoing  provisions or otherwise,  Registrant has
been advised  that in the opinion of the  Securities  and Exchange  Commission
such  indemnification  is against public policy as expressed in the Securities
Act of 1933 and is,  therefore,  unenforceable.  In the event that a claim for
indemnification   against  such   liabilities   (other  than  the  payment  by
Registrant of expenses  incurred or paid by a trustee,  officer or controlling
person  of  Registrant  in the  successful  defense  of any  action,  suit  or
proceeding)  is  asserted  by such  trustee,  officer or  controlling  person,
Registrant  will,  unless in the  opinion of its  counsel  the matter has been
settled  by   controlling   precedent,   submit  to  a  court  of  appropriate
jurisdiction  the  question  whether  such  indemnification  by it is  against
public policy as expressed in the  Securities Act of 1933 and will be governed
by the final adjudication of such issue.

Item 16.  Exhibits

(1)   Amended  and  Restated  Declaration  of Trust dated  3/6/97:  Previously
      filed with Registrant's  Post-Effective Amendment No. 29 to Registrant's
      registration statement,  (Reg. No. 2-86903),  11/24/97, and incorporated
      herein by reference.

(2)   Amended  and  Restated  By-Laws  dated  6/4/98:  Previously  filed  with
      Registrant's   Post-Effective   Amendment   No.   32   to   Registrant's
      registration  statement,  (Reg. No. 2-86903),  1/29/99, and incorporated
      herein by reference.

(3)   N/A

(4)   Agreement  and Plan of  Reorganization:  See  Exhibit A to Part A of the
      Registration Statement:  Previously filed with Registrant's N-14 filing,
      (File No. 333-106295), 06/20/03, and incorporated herein by reference.

(5)   (i)  Specimen  Class  A  Share   Certificate:   Previously   filed  with
      Registrant's   Post-Effective   Amendment   No.   37   to   Registrant's
      Registration Statement,  (Reg. No. 2-86903),  11/21/02, and incorporated
      herein by reference.

      (ii) Specimen  Class  B  Share   Certificate:   Previously   filed  with
      Registrant's   Post-Effective   Amendment   No.   37   to   Registrant's
      Registration Statement,  (Reg. No. 2-86903),  11/21/02, and incorporated
      herein by reference.

      (iii)    Specimen  Class  C Share  Certificate:  Previously  filed  with
      Registrant's   Post-Effective   Amendment   No.   37   to   Registrant's
      Registration Statement,  (Reg. No. 2-86903),  11/21/02, and incorporated
      herein by reference.

      (iv)  Specimen  Class  N  Share   Certificate:   Previously  filed  with
      Registrant's   Post   Effective   Amendment   No.  37  to   Registrant's
      Registration Statement,  (Reg. No. 2-86903),  11/21/02, and incorporated
      herein by reference.

(6)   (i) Amended and Restated  Investment  Advisory Agreement dated 12/11/97:
      Previously filed with  Registrant's  Post-Effective  Amendment No. 30 to
      Registrant's  Registration  Statement (Reg. No. 2-86903),  1/22/98,  and
      incorporated herein by reference.

(7)   (i) General  Distributor's  Agreement dated 12/10/92:  Previously  filed
      with  Registrant's  Post-Effective  Amendment  No.  15  to  Registrant's
      Registration  Statement,  (Reg.  No.  2-86903),  4/19/93,  refiled  with
      Registrant's  Post-Effective  Amendment No. 20, 3/2/95, pursuant to Item
      102 of Regulation S-T and incorporated herein by reference.

      (ii) Form of Dealer  Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (iii) Form of Broker Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (iv) Form of Agency  Agreement of  OppenheimerFunds  Distributor,  Inc.:
      Previously   filed  with   Post-Effective   Amendment   No.  45  to  the
      Registration   Statement  of  Oppenheimer  High  Yield  Fund  (Reg.  No.
      2-62076), 10/26/01, and incorporated herein by reference.

      (v)   Form  of   Trust   Company   Fund/SERV   Purchase   Agreement   of
      OppenheimerFunds    Distributor,    Inc.:    Previously    filed    with
      Post-Effective  Amendment  No.  45  to  the  Registration  Statement  of
      Oppenheimer   High  Yield  Fund  (Reg.  No.  2-62076),   10/26/01,   and
      incorporated herein by reference.

      (vi)  Form  of  Trust  Company  Agency  Agreement  of   OppenheimerFunds
      Distributor,  Inc.:  Previously filed with Post-Effective  Amendment No.
      45 to the  Registration  Statement of Oppenheimer  High Yield Fund (Reg.
      No. 2-62076), 10/26/01, and incorporated herein by reference.

(8)   Form    of    Deferred     Compensation    Plans    for    Disinterested
Trustees/Directors:

      (i) Amended and Reinstated  Retirement Plan for Non-Interested  Trustees
      or  Directors  dated  8/9/01:   Previously  filed  with   Post-Effective
      Amendment No. 34 to the  Registration  Statement of  Oppenheimer  Gold &
      Special  Minerals Fund (Reg. No.  2-82590),  10/25/01,  and incorporated
      herein by reference.

      (ii)   Form   of   Deferred    Compensation   Plan   for   Disinterested
      Trustees/Directors:  Previously filed with Post-Effective  Amendment No.
      26 to the Registration  Statement of Oppenheimer Gold & Special Minerals
      Fund (Reg. No. 2-82590), 10/28/98, and incorporated herein by reference.


(9)   Global Custody  Agreement  dated August 16, 2002 between  Registrant and
      JP Morgan Chase Bank:  Previously  filed with  Post-Effective  Amendment
      No. 9 to the Registration  Statement of Oppenheimer  International  Bond
      Fund  (Reg.  No.  33-58383),   11/21/02,   and  incorporated  herein  by
      reference.

(10)  (i) Amended and Restated  Service Plan and  Agreement for Class A shares
      dated  4/11/02:   Previously  filed  with  Registrant's   Post-Effective
      Amendment  No.  37 to  Registrant's  Registration  Statement  (Reg.  No.
      2-86903), 11/21/02, and incorporated herein by reference.

      (ii)  Distribution  and Service  Plan and  Agreement  for Class B shares
      dated  2/12/98:   Previously  filed  with  Registrant's   Post-Effective
      Amendment  No.  30 to  Registrant's  Registration  Statement  (Reg.  No.
      2-86903), 1/22/98, and incorporated herein by reference.

      (iii)  Distribution  and Service Plan and  Agreement  for Class C shares
      dated  2/12/98:   Previously  filed  with  Registrant's   Post-Effective
      Amendment  No.  30 to  Registrant's  Registration  Statement  (Reg.  No.
      2-86903), 1/22/98, and incorporated herein by reference.

      (iv)  Distribution  and Service  Plan and  Agreement  for Class N shares
      dated  10/12/00:   Previously  filed  with  Registrant's  Post-Effective
      Amendment  No.  37 to  Registrant's  Registration  Statement  (Reg.  No.
      2-86903), 11/21/02, and incorporated herein by reference.

(11)  Opinion  and Consent of Counsel:  Opinion of Mayer,  Brown,  Rowe & Maw:
      Previously filed with Registrant's N-14 filing,  (File No.  333-106295),
      6/20/03, and incorporated herein by reference.

(12)  Tax Opinion Relating to the Reorganization:  Tax Opinion of Deloitte and
      Touche LLP:  Previously filed with  Registrant's  N-14A filing (File No.
      333-106295), 6/27/03, and incorporated herein by reference.

(13)  N/A.

(14)  (i)  Consent of Deloitte and Touche LLP: Filed herewith.

      (ii)  Consent  of KPMG LLP:  Previously  filed with  Registrant's  N-14A
      filing  (File  No.  333-106295),  6/27/03,  and  incorporated  herein by
      reference.

(15)  N/A.

(16)  (i)  Powers  of  Attorney  for  all   Trustees/Directors  and  Principal
      Officers  except  for  Joel W.  Motley  and  John V.  Murphy  (including
      Certified  Board  Resolutions):   Previously  filed  with  Pre-Effective
      Amendment No. 1 to the  Registration  Statement of Oppenheimer  Emerging
      Growth Fund (Reg. No. 333-44176),  10/5/00,  and incorporated  herein by
      reference.

      (ii)  Power of  Attorney  for John  Murphy  (including  Certified  Board
      Resolution):  Previously filed with  Post-Effective  Amendment No. 41 to
      the Registration  Statement of Oppenheimer  U.S.  Government Trust (Reg.
      No. 2-76645), 10/22/01, and incorporated herein by reference.

      (iii) Power of Attorney for Joel W. Motley  (including  Certified  Board
      Resolution):  Previously  filed with  Post-Effective  Amendment No. 8 to
      the Registration  Statement of Oppenheimer  International  Small Company
      Fund (Reg. 333-31537), 10/22/02, and incorporated herein by reference.

Item 17.  Undertakings

(1)   N/A.

(2)   N/A.

(3) The undersigned  registrant agrees to file, in a post-effective  amendment
   to the Registration  Statement, a final tax opinion and consent relating to
   the Reorganization within a reasonable time within the Closing Date.

(4) Insofar as  indemnification  for liability  arising  under the  Securities
   Act of  1933  may be  permitted  to  directors,  officers  and  controlling
   persons  of  the  registrant  pursuant  to  the  foregoing  provisions,  or
   otherwise,  the  registrant  has been  advised  that in the  opinion of the
   Securities and Exchange  Commission such  indemnification is against public
   policy as expressed  in the Act and is,  therefore,  unenforceable.  In the
   event that a claim for  indemnification  against  such  liabilities  (other
   than the  payment  by the  registrant  of  expenses  incurred  or paid by a
   director,   officer  or  controlling   person  of  the  registrant  in  the
   successful  defense of any action,  suit or proceeding) is asserted by such
   director,  officer or controlling  person in connection with the securities
   being  registered,  the  registrant  will,  unless  in the  opinion  of its
   counsel the matter has been settled by controlling  precedent,  submit to a
   court   of   appropriate    jurisdiction    the   question   whether   such
   indemnification  by it is against public policy as expressed in the Act and
   will be governed by the final adjudication of such issue.
                                  SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York on
the 7th day of July, 2003.

                        OPPENHEIMER MULTIPLE STRATEGIES FUND

                        By:  /s/  John V. Murphy*
                         -------------------------------------------
                        John V. Murphy, President,
                        Principal Executive Officer & Trustee


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities on
the dates indicated:

Signatures                         Title                    Date

/s/ Clayton K. Yeutter*       Chairman of the               July 7, 2003
- ------------------------------Board of Trustees
Clayton K. Yeutter

/s/ Donald W. Spiro*          Vice Chairman of the          July 7, 2003
- ----------------------------- Board and Trustee
Donald W. Spiro

/s/ John V. Murphy *          President, Principal          July 7, 2003
- ------------------------------Executive Officer
John V. Murphy                and Trustee

/s/ Brian W. Wixted*          Treasurer, Principal          July 7, 2003
- ----------------------------- Financial and
Brian W. Wixted               Accounting Officer

/s/ Robert G. Galli*          Trustee                       July 7, 2003
- ----------------------------------
Robert G. Galli

/s/ Phillip A. Griffiths      Trustee                       July 7, 2003
- ---------------------------------
Phillip A. Griffiths

/s/ Benjamin Lipstein*        Trustee                       July 7, 2003
- ---------------------------------
Benjamin Lipstein

/s/ Joel W. Motley*           Trustee                       July 7, 2003
- ---------------------------------
Joel W. Motley


/s/ Elizabeth B. Moynihan*    Trustee                       July 7, 2003
- ---------------------------------
Elizabeth B. Moynihan

/s/ Kenneth A. Randall*       Trustee                       July 7, 2003
- ---------------------------------
Kenneth A. Randall

/s/ Edward V. Regan*          Trustee                       July 7, 2003
- ---------------------------------
Edward V. Regan

/s/ Russell S. Reynolds, Jr.* Trustee                       July 7, 2003
- ---------------------------------
Russell S. Reynolds, Jr.

*By: /s/ Robert G. Zack                                     July 7, 2003
- -----------------------------------------
Robert G. Zack, Attorney-in-Fact

                     OPPENHEIMER MULTIPLE STRATEGIES FUND


                                    EXHIBIT INDEX



Exhibit No.                         Description

16(14)(i)               Consent of Deloitte and Touche LLP



EX-99.16 4 poapreeffno3multistra.htm POA'S PRE-EFF NO.3 MULTIPLE STRATEGIES Pre-Effective No.3 Power of Attorney Multiple Strategies Proxy Merger
      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of  Oppenheimer  Cash  Reserves,  Oppenheimer  Capital  Income
Fund,   Oppenheimer   Champion  Income  Fund,   Oppenheimer   High  Yield  Fund,
Oppenheimer  International Bond Fund,  Oppenheimer Integrity Funds,  Oppenheimer
Limited-Term  Government Fund,  Oppenheimer Main Street Fund, Inc.,  Oppenheimer
Main  Street   Opportunity  Fund,   Oppenheimer  Main  Street  Small  Cap  Fund,
Oppenheimer  Municipal Fund,  Oppenheimer  Real Asset Fund,  Oppenheimer  Select
Managers,  Oppenheimer Senior Floating Rate Fund,  Oppenheimer  Strategic Income
Fund,  Oppenheimer Total Return Fund, Inc.,  Oppenheimer  Variable Account Funds
and Panorama  Series Fund,  Inc.  (the  "Funds"),  to sign on his behalf any and
all proxy  statements  under the Securities Act of 1933, as amended,  (including
any  amendments  and  supplements  thereto),  and other  documents in connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ John Murphy
- -----------------------
John Murphy


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer  Real  Asset  Fund,   Oppenheimer   Select   Managers,   Oppenheimer
Strategic  Income  Fund,   Oppenheimer  Total  Return  Fund,  Inc.,  Oppenheimer
Variable  Account Funds and Panorama  Series Fund,  Inc. (the "Funds"),  to sign
on her behalf any and all proxy  statements  under the  Securities  Act of 1933,
as amended,  (including  any  amendments  and  supplements  thereto),  and other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and  other  documents  in  connection  therewith,   and  any  and  all
Registration   Statements   (including   any   post-effective    amendments   to
Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company  Act of 1940 and any  amendments  and  supplements  thereto,  and  other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them,  full  power and  authority  to do and  perform  each and every act and
thing  requisite and  necessary to be done in and about the  premises,  as fully
as to all  intents  and  purposes  as she  might or could do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  and each
of them, may lawfully do or cause to be done by virtue hereof.

Dated:      May 12, 2003



/s/ Beverly L. Hamilton
- -----------------------
Beverly L. Hamilton


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer  Real  Asset  Fund,   Oppenheimer   Select   Managers,   Oppenheimer
Strategic  Income  Fund,   Oppenheimer  Total  Return  Fund,  Inc.,  Oppenheimer
Variable  Account Funds and Panorama  Series Fund,  Inc. (the "Funds"),  to sign
on his behalf any and all proxy  statements  under the  Securities  Act of 1933,
as amended,  (including  any  amendments  and  supplements  thereto),  and other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and  other  documents  in  connection  therewith,   and  any  and  all
Registration   Statements   (including   any   post-effective    amendments   to
Registration  Statements)  under  the  Securities  Act of 1933,  the  Investment
Company  Act of 1940 and any  amendments  and  supplements  thereto,  and  other
documents  in  connection  thereunder,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them,  full  power and  authority  to do and  perform  each and every act and
thing  requisite and  necessary to be done in and about the  premises,  as fully
as to all  intents  and  purposes  as he might or  could  do in  person,  hereby
ratifying and confirming all that said  attorneys-in-fact  and agents,  and each
of them, may lawfully do or cause to be done by virtue hereof.

Dated:      May 12, 2003



/s/ Robert J. Malone
- -----------------------
Robert J. Malone




      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ James C. Swain
- -----------------------
James C. Swain



      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ William L. Armstrong
- -----------------------
William L. Armstrong




      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ Robert G. Avis
- -----------------------
Robert G. Avis


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ George C. Bowen
- -----------------------
George C. Bowen


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ Edward L. Cameron
- -----------------------
Edward L. Cameron


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ Jon S. Fossel
- -----------------------
Jon S. Fossel


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ Sam Freedman
- -----------------------
Sam Freedman


      KNOW  ALL MEN BY THESE  PRESENTS,  that the  undersigned  constitutes  and
appoints   Robert  G.  Zack  and   Katherine   P.  Feld  his  true  and   lawful
attorneys-in-fact   and   agents,   and  each  of  them,   with  full  power  of
substitution  and  resubstitution,  for him in his  capacity  as an Officer  and
Trustee/Director  of Centennial  America Fund, L.P.,  Centennial  California Tax
Exempt  Trust,  Centennial  Government  Trust,  Centennial  Money Market  Trust,
Centennial New York Tax Exempt Trust,  Centennial Tax Exempt Trust,  Oppenheimer
Cash Reserves,  Oppenheimer  Capital Income Fund,  Oppenheimer  Champion  Income
Fund,  Oppenheimer  High  Yield  Fund,  Oppenheimer   International  Bond  Fund,
Oppenheimer   Integrity  Funds,   Oppenheimer   Limited-Term   Government  Fund,
Oppenheimer Main Street Fund, Inc.,  Oppenheimer Main Street  Opportunity  Fund,
Oppenheimer   Main  Street   Small  Cap  Fund,   Oppenheimer   Municipal   Fund,
Oppenheimer   Real  Asset  Fund,   Oppenheimer   Senior   Floating   Rate  Fund,
Oppenheimer  Select Managers,  Oppenheimer  Strategic  Income Fund,  Oppenheimer
Total  Return  Fund,  Inc.,  Oppenheimer  Variable  Account  Funds and  Panorama
Series  Fund,  Inc.  (the  "Funds"),  to sign on his  behalf  any and all  proxy
statements  under  the  Securities  Act of  1933,  as  amended,  (including  any
amendments  and  supplements   thereto),   and  other  documents  in  connection
thereunder,  and to  file  the  same,  with  all  exhibits  thereto,  and  other
documents  in  connection  therewith,  and any and all  Registration  Statements
(including any post-effective  amendments to Registration  Statements) under the
Securities Act of 1933,  the  Investment  Company Act of 1940 and any amendments
and supplements  thereto, and other documents in connection  thereunder,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully as to all intents and purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact  and agents,  and each of them, may lawfully do or cause to be
done by virtue hereof.

Dated:      May 12, 2003



/s/ F. William Marshall, Jr.
- -----------------------
F. William Marshall, Jr.
EX-99.14 5 consentpreeffno3.htm INDEPENDENT AUDITORS' CONSENT PRE-EFF NO.3 Auditors'Consent Pre-Effective No.3 Multiple Strategies
INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Pre-Effective Amendment
No. 3 to File No. 333-106295 of Oppenheimer Multiple Strategies Fund on Form
N-14 of our report on the Oppenheimer Select Managers QM Active Balanced Fund
dated December 20, 2002, appearing in the Combined Prospectus and Proxy
Statement and in the Statement of Additional Information, which are part of
such Registration Statement.  We also consent to the reference to us under
the headings "What are the Tax Consequences of the Reorganization" and
"Agreement and Plan of Reorganization" in the combined Proxy Statement and
Prospectus which are part of such Registration Statement.

We also consent to the use of our draft Tax Opinions in exhibit 16(12) in
Part C which are part of the combined Proxy Statement and Prospectus.



/s/Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Denver, Colorado
July 7, 2003
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