Oppenheimer Select Managers Series  ▼

                           OPPENHEIMER SELECT MANAGERS
                        (A Massachusetts Business Trust )


                                     BY-LAWS
                                  as adopted on
                                November 10, 2000

                                    ARTICLE I

                                  SHAREHOLDERS

      Section 1. Place of Meeting. All meetings of the Shareholders (which terms
as used herein shall,  together with all other terms defined in the  Declaration
of Trust, have the same meaning as in the Declaration of Trust) shall  . . .

                           OPPENHEIMER SELECT MANAGERS

                                CUSTODY AGREEMENT


      Agreement  made as of this 2nd day of January,  2001  between  OPPENHEIMER
SELECT  MANAGERS,  a business trust organized and existing under the laws of the
Commonwealth of Massachusetts, having its principal office and place of business
at 2 World  Trade  Center,  New York,  New York  10048  (hereinafter  called the
"Trust"),  and THE BANK OF NEW YORK, a New York  corporation  authorized to do a
banking  business,  having its  principal  office and place of  . . .

                    INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of January,  2001, by and between  OPPENHEIMER SELECT
MANAGERS (hereinafter referred to as the "Trust"), and OPPENHEIMERFUNDS, INC.
(hereinafter referred to as "OFI").

WHEREAS,  the Trust is an open-end series investment  company registered as such
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Investment  Company Act of 1940 (the  "Investment  Company  Act"),  and OFI is a
registered investment adviser; and

WHEREAS,  MERCURY   . . .

                    INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of January,  2001, by and between  OPPENHEIMER SELECT
MANAGERS (hereinafter referred to as the "Trust"), and OPPENHEIMERFUNDS, INC.
(hereinafter referred to as "OFI").

WHEREAS,  the Trust is an open-end series investment  company registered as such
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Investment  Company Act of 1940 (the  "Investment  Company  Act"),  and OFI is a
registered investment adviser; and

WHEREAS,  GARTMORE   . . .

                    INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of January,  2001, by and between  OPPENHEIMER SELECT
MANAGERS (hereinafter referred to as the "Trust"), and OPPENHEIMERFUNDS, INC.
(hereinafter referred to as "OFI").

WHEREAS,  the Trust is an open-end series investment  company registered as such
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Investment  Company Act of 1940 (the  "Investment  Company  Act"),  and OFI is a
registered investment adviser; and

WHEREAS,  JENNISON   . . .

                    INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of January,  2001, by and between  OPPENHEIMER SELECT
MANAGERS (hereinafter referred to as the "Trust"), and OPPENHEIMERFUNDS, INC.
(hereinafter referred to as "OFI").

WHEREAS,  the Trust is an open-end series investment  company registered as such
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Investment  Company Act of 1940 (the  "Investment  Company  Act"),  and OFI is a
registered investment adviser; and

WHEREAS,  QM ACTIVE  . . .

                    INVESTMENT ADVISORY AGREEMENT


AGREEMENT made the 1st day of January,  2001, by and between  OPPENHEIMER SELECT
MANAGERS (hereinafter referred to as the "Trust"), and OPPENHEIMERFUNDS, INC.
(hereinafter referred to as "OFI").

WHEREAS,  the Trust is an open-end series investment  company registered as such
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Investment  Company Act of 1940 (the  "Investment  Company  Act"),  and OFI is a
registered investment adviser; and

WHEREAS,  SALOMON   . . .

                           PERSONAL INVESTMENT POLICY
                                       FOR
                SSB CITI ASSET MANAGEMENT GROUP - NORTH AMERICA
                  AND CERTAIN REGISTERED INVESTMENT COMPANIES

SSB Citi  Asset  Management  Group  ("SSB  Citi")1,  and  those  U.S.-registered
investment  companies  advised  or managed  by SSB Citi that have  adopted  this
policy ("Funds"),  have adopted this policy on securities  transactions in order
to accomplish two goals: first, to minimize conflicts and potential conflicts of
interest  between   . . .

                        SUBADVISORY AGREEMENT

      THIS AGREEMENT is made and entered into on this ____ day of January,  2001
among  OPPENHEIMERFUNDS,  INC.,  a Colorado  corporation  (the  "Adviser"),  and
Jennison   Associates   LLC,  a  Delaware   limited   liability   company   (the
"SubAdviser").

                        W I T N E S S E T H :

      WHEREAS,  Jennison  Growth  Fund (the  "Fund") is a series of  Oppenheimer
Select  Managers  (the  "Trust")  which is registered  with the  Securities  and
Exchange  Commission (the " . . .

                        SUBADVISORY AGREEMENT

      THIS AGREEMENT is made and entered into on this ____ day of January,  2001
among  OPPENHEIMERFUNDS,  INC., a Colorado corporation (the "Adviser"),  and The
Prudential Investment Corporation, a _____________________ (the "SubAdviser").

                        W I T N E S S E T H :

      WHEREAS,  the  QM  Active  Balanced  Fund  (the  "Fund")  is a  series  of
Oppenheimer   Select  Managers  (the  "Trust")  which  is  registered  with  the
Securities  and  Exchange  Commission  (the  "SEC")  as an  open- . . .

                        SUBADVISORY AGREEMENT

      THIS AGREEMENT is made and entered into on this ____ day of January,  2001
among  OPPENHEIMERFUNDS,  INC.,  a Colorado  corporation  (the  "Adviser"),  and
Salomon   Brothers   Asset   Management   Inc,  a  Delaware   corporation   (the
"SubAdviser").

                        W I T N E S S E T H :

      WHEREAS,  Salomon  Brothers  Capital  Fund  (the  "Fund")  is a series  of
Oppenheimer   Select  Managers  (the  "Trust")  which  is  registered  with  the
Securities  and  Exchange  Commission   . . .

                        SUBADVISORY AGREEMENT

      THIS AGREEMENT is made and entered into on this ____ day of January,  2001
among  OPPENHEIMERFUNDS,  INC.,  a Colorado  corporation  (the  "Adviser"),  and
Villanova   Mutual  Fund  Capital   Trust,   a  Delaware   Business  Trust  (the
"SubAdviser")

                        W I T N E S S E T H :

      WHEREAS,  Gartmore  Millennium  Growth  Fund (the  "Fund")  is a series of
Oppenheimer   Select  Managers  (the  "Trust")  which  is  registered  with  the
Securities  and  Exchange  Commission  ( . . .