DRAFT
[Letterhead of KPMG Peat Marwick LLP]
______________, 1997
Oppenheimer Fund
Two World Trade Center 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0203
Xxxxxxxxxxx Multiple Strategies Fund
Two World Trade Center 00xx xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0203
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between
Xxxxxxxxxxx Fund (the "Fund") and Xxxxxxxxxxx Multiple Strategies
Fund ("OMSF") which is attached as Exhibit A to the Proxy Statement
and Prospectus of the Fund included as part of OMSF's Registration
Statement on Form N-14 filed under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission on ________,
1997 (the "Agreement"), concerning the acquisition by OMSF of
substantially all of the assets of the Fund solely for voting
shares of beneficial interest in OMSF, followed by the distribution
of OMSF shares to the shareholders of the Fund in complete
liquidation of the Fund.
In connection with the rendering of this opinion, we have reviewed
the Agreement, the most recent audited financial statements and
related documents and other materials as we deemed relevant to the
rendering of this opinion. Based upon all of the foregoing and the
representations made by the Fund and OMSF, attached hereto, in our
opinion, the federal tax consequences of the transaction 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 Internal Revenue Code of 1986, as amended
(the "Code").
2. The Fund and OMSF 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 the
Fund upon the distribution of shares of beneficial interest in
OMSF to the shareholders of the Fund, pursuant to Section 354
of the Code.
4. Under Section 361(a) of the Code no gain or loss will be
recognized by the Fund by reason of the transfer of its assets
solely in exchange for Class A, Class B and Class C shares of
OMSF, respectively.
5. Under Section 1032 of the Code no gain or loss will be
recognized by OMSF by reason of the transfer of the Fund's
assets solely in exchange for Class A, Class B and Class C
shares of OMSF, respectively.
6. The stockholders of the Fund will have the same tax basis and
holding period for the shares of beneficial interest in OMSF
that they receive as they had for the stock of the Fund that
they previously held, pursuant to Sections 358(a) and 1223(1),
respectively, of the Code.
7. The securities transferred by the Fund to OMSF will have the
same tax basis and holding period in the hands of OMSF as they
had for the Fund, pursuant to Sections 362(b) and 1223(1),
respectively, of the Code.
Very truly yours
DRAFT
[Letterhead of KPMG Peat Marwick LLP]
______________, 1997
Xxxxxxxxxxx Strategic Income & Growth Fund
0000 Xxxxx Xxxxxx Xxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxxxxxxx Multiple Strategies Fund
Two World Trade Center 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Dear Sirs:
We have reviewed the Agreement and Plan of Reorganization between
Xxxxxxxxxxx Strategic Income & Growth Fund (the "Fund") and
Xxxxxxxxxxx Multiple Strategies Fund ("Multiple Strategies Fund")
which is attached as Exhibit A to the Proxy Statement and
Prospectus of the Fund included as part of Multiple Strategies Fund
Registration Statement on Form N-14 filed under the Securities Act
of 1933, as amended, with the Securities and Exchange Commission on
________, 1997 (the "Agreement"), concerning the acquisition by
Multiple Strategies Fund of substantially all of the assets of the
Fund solely for voting shares of beneficial interest in Multiple
Strategies Fund, followed by the distribution of Multiple
Strategies Fund shares to the shareholders of the Fund in complete
liquidation of the Fund.
In connection with the rendering of this opinion, we have reviewed
the Agreement, the most recent audited financial statements and
related documents and other materials as we deemed relevant to the
rendering of this opinion. Based upon all of the foregoing and the
representations made by the Fund and Multiple Strategies Fund,
attached hereto, in our opinion, the federal tax consequences of
the transaction 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 Internal Revenue Code of 1986, as amended
(the "Code").
2. The Fund and Multiple Strategies 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 the
Fund upon the distribution of shares of beneficial interest in
Multiple Strategies Fund to the shareholders of the Fund,
pursuant to Section 354 of the Code.
4. Under Section 361(a) of the Code no gain or loss will be
recognized by the Fund by reason of the transfer of its assets
solely in exchange for Class A, Class B and Class C shares of
Multiple Strategies Fund, respectively.
5. Under Section 1032 of the Code no gain or loss will be
recognized by Multiple Strategies Fund by reason of the
transfer of the Fund's assets solely in exchange for Class A,
Class B and Class C shares of Multiple Strategies Fund,
respectively.
6. The stockholders of the Fund will have the same tax basis and
holding period for the shares of beneficial interest in
Multiple Strategies Fund that they receive as they had for the
stock of the Fund that they previously held, pursuant to
Sections 358(a) and 1223(1), respectively, of the Code.
7. The securities transferred by the Fund to Multiple Strategies
Fund will have the same tax basis and holding period in the
hands of Multiple Strategies Fund as they had for the Fund,
pursuant to Sections 362(b) and 1223(1), respectively, of the
Code.
Very truly yours
KPMG Peat Marwick LLP
