SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER MAIN STREET SMALL CAP FUND
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ X / No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed: July 14, 2000
<PAGE>
Bridget A. Macaskill
President and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center,34th Floor
New York, NY 10048-0203 800.525.7048
www.oppenheimerfunds.com
July 31, 2000
Dear Oppenheimer Main Street Small Cap Fund Shareholder,
We have scheduled a shareholder meeting on September 13, 2000 for you
to decide upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter
Your Board of Trustees believes the matters being proposed for approval
are in the best interests of the Fund and its shareholders and recommends a vote
"for" the election of Trustees and for each Proposal. Regardless of the number
of shares you own, it is important that your shares be represented and voted. So
we urge you to consider these issues carefully and make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot
and return it in the postage-paid envelope today. Remember, it can be expensive
for the Fund--and ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the
election of eleven Trustees. You will find detailed information on the
Trustees in the enclosed proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection
of KPMG LLP as independent certified public accountants and auditors of the
Fund for the current fiscal year.
o Approval of Elimination of Certain Fundamental Investment Restrictions.
Your approval is requested to eliminate certain of the Fund's
fundamental investment restrictions.
o Approval of Changes to Certain Fundamental Investment Restrictions.
Your approval is requested to change certain of the Fund's fundamental
investment restrictions.
o Authorize the Trustees to adopt an Amended and Restated Declaration of Trust
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your financial
advisor, or call us at 1-800-525-7048. As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.
Sincerely,
Bridget A. Macaskill
Enclosures
proxies\MSSmallCap_BAMLtr
<PAGE>
OPPENHEIMERFUNDS, INC.
MEMORADUM
FOR INTERNAL USE ONLY IN RESPONSE TO SHAREHOLDER INQUIRIES
----------------------------------------------------------
QUESTION AND ANSWERS -- "NON-MERGER"
PROXY STATEMENTS MAILED FOR FALL SHAREHOLDER MEETINGS
Proxy Statements will be mailed over the next several weeks for fifteen (15)
Oppenheimer funds to request shareholder approval on several proposals.
Those 15 funds, in the approximate order of proxy mailing, are: Champion Income,
Capital Income, Discovery, International Bond, High Yield, Bond Fund, Real Asset
Fund, Limited-Term Government, Main Street Small Cap, Intermediate Municipal,
Cash Reserves, Total Return Fund, Variable Account Funds, Main Street Growth &
Income, and Strategic Income.
The proposals for each fund are:
1.Elect Trustees;
2.Ratify the selection of independent auditors;
3.Approve elimination of certain fundamental investment restrictions;
4.Approve changes to certain fundamental investment restrictions, including,
for certain funds,a change in diversification policy and investment objective;
5.Authorize the Trustees to adopt an Amended and Restated Declaration of Trust;
and
6.Approve, for certain funds, new Class B or Class C "compensation-type" Rule
12b-1 plans to replace "reimbursement-type" 12b-1 plans.
Each fund's Board of Trustees has recommended that the fund's shareholders
approve all of the proposals.
Eliminate/Change Investment Restrictions
Question: Why is it necessary to eliminate or change investment restrictions?
Answer: The policies proposed to be eliminated or changed are either more
restrictive than required under current law or are no longer required at all.
The changes proposed will result in your fund having a list of investment
restrictions that are standardized with those of the other Oppenheimer funds.
The changes are unlikely to affect the day-to-day management of your fund.
Amended and Restated Declaration of Trust
Question: Will the New Declaration of Trust affect management of my fund?
Answer: The New Declaration of Trust will not result in any changes in your
fund's officers or in investment policies or services stated in your fund's
prospectus. The New Declaration of Trust permits the Trustees to take certain
action without shareholder approval, such as changing the fund's state of
domicile. This will save your fund the expense of a shareholder meeting.
New Rule 12b-1 Plans
Question: Will approval of the new Class B/Class C Rule 12b-1 Plan increase my
fund's expenses?
Answer: Your fund's 12b-1 payments are not expected to change.
The new 12b-1 Plan is a "compensation" plan under which the Fund pays a
flat fee for services rendered under the plan. The current 12b-1 plan is a
"reimbursement" plan under which the Fund reimburses the Distributor for
payments made to dealers under the plan. Both the current and proposed plans
increase the Fund's expenses by up to 1.00% annually.
Nfeld/ProxyQ&A_2000July19
<PAGE>
OPPENHEIMER MAIN STREET SMALL CAP FUND
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders To Be Held
September 13, 2000
To The Shareholders of Oppenheimer Main Street Small Cap Fund:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer Main Street Small Cap Fund (the "Fund"), will be held at 6803 South
Tucson Way, Englewood, Colorado, 80112, at 10:00 A.M., Mountain time, on
September 13, 2000.
During the Meeting, shareholders of the Fund will vote on the following
proposals and sub-proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent auditor
for the Fund for the fiscal year beginning July 1, 2000;
3. To approve the elimination of certain fundamental investment restrictions of
the Fund;
4. To approve changes to four (4) fundamental investment restrictions of the
Fund;
5. To authorize the Trustees to adopt an Amended and Restated Declaration of
Trust; and
6. To transact such other business as may properly come before the meeting, or
any adjournments thereof.
Shareholders of record at the close of business on July 11, 2000, are entitled
to vote at the meeting. The Proposals are more fully discussed in the 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 the Trust
recommends a vote to elect each of the nominees as Trustee and in favor of each
Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 9, 2000
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
<PAGE>
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers
Proposal 1: To Elect a Board of Trustees
Proposal 2: To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund for the fiscal year beginning July 1, 2000
Proposal 3 and 4: Approval of Changes to Certain Fundamental Policies of the
Fund Introduction to Proposals 3 and 4
Proposal 3: To approve the elimination of certain fundamental investment
restrictions of the Fund
Proposal 4: To approve changes to four (4) fundamental investment restrictions
of the Fund
Proposal 5: To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust
EXHIBITS
A: Amended and Restated Declaration of Trust
<PAGE>
OPPENHEIMER MAIN STREET SMALL CAP FUND
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. Trustees of Oppenheimer Main Street Small Cap Fund (the "Fund") have asked
that you vote on several matters at the Special Meeting of Shareholders to be
held on September 13, 2000.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on July 11, 2000 are entitled
to vote at the Meeting or any adjourned meeting. Shareholders are entitled to
cast one vote for each matter presented at the Meeting. The Notice of Meeting,
proxy card and proxy statement were mailed to shareholders of record on or about
August 9, 2000.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent auditor
for the Fund;
3. To eliminate certain fundamental investment restrictions of the Fund;
4. To change certain fundamental investment restrictions of the Fund; and
5. To authorize the Trustees to adopt an Amended and Restated Declaration of
Trust.
Q. How do the Trustees Recommend that I Vote?
A. The Trustees unanimously recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR ratification of the selection of Deloitte & Touche LLP as the independent
auditor for the Fund;
3. FOR the elimination of each of the Fund's fundamental investment restrictions
proposed to be eliminated;
4. FOR change to of the Fund's fundamental investment restrictions proposed for
change; and
5. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust
Q. How Can I Vote?
A. You can vote in two (2) different ways:
o By mail, with the enclosed ballot o In person at the Meeting.
Whichever method you choose, please take the time to read the full text of
the proxy statement before you vote.
Q. How Will My Vote Be Recorded?
A. Proxy cards that are properly signed, dated and received at or prior to the
Meeting will be voted as specified. If you specify a vote for any of the
proposals, your proxy will be voted as indicated. If you sign and date the proxy
card, but do not specify a vote for one or more of the proposals, your shares
will be voted in favor of the Trustees recommendations.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy card to the Fund that is received at
or prior to the Meeting, or attending the Meeting and voting in person.
Q. How Can I Get More Information About the Fund?
A. A copy of the Fund's semi-annual report has previously been mailed to
Shareholders. When available, a copy of the Fund's annual report for the fiscal
year ended June 30, 2000 will be mailed to shareholders. If you would like to
have copies of the Fund's most recent Semi-Annual and Annual Reports sent to you
free of charge, please call us toll-free at 1.800.525.7048 or write to the Fund
at OppenheimerFunds Services, P.O. Box 5270 Denver Colorado 80217-5270.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.525.7048
THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE INFORMATION
NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE MEETING. IF YOU HAVE ANY
QUESTIONS, PLEASE CALL US AT 1.800.525.7048.
<PAGE>
OPPENHEIMER MAIN STREET SMALL CAP FUND
PROXY STATEMENT
Meeting of Shareholders
To Be Held September 13, 2000
This statement is furnished to the shareholders of Oppenheimer Main Street Small
Cap Fund (the "Fund"), in connection with the solicitation by the Fund's Board
of Trustees of proxies to be used at a special meeting of shareholders (the
"Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at
10:00 A.M., Mountain time, on September 13, 2000, or any adjournments thereof.
It is expected that the mailing of this Proxy Statement will be made on or about
August 9, 2000.
SUMMARY OF PROPOSALS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
------- -------------------------------------------------------------------------------- ---------------------------
Proposal Shareholder Voting
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
1. To Elect a Board of Trustees All
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
2. To Ratify the Selection of Deloitte & Touche LLP as Independent Auditors for All
the Fund for the fiscal year beginning July 1, 2000
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
3. To approve the elimination of certain fundamental investment restrictions for
the Fund.
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
a. Investing in a Company for the Purpose of Acquiring Control All
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
b. Investment of all the Fund's assets in the securities of a single All
open-ended management investment company, i.e. master-feeder or fund-of-funds
structure
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
4. To approve changes to four (4) of the Fund's fundamental investment All
restrictions to permit the fund to participate in an inter-fund lending
arrangement
------- -------------------------------------------------------------------------------- ---------------------------
------- -------------------------------------------------------------------------------- ---------------------------
5. Authorize the Trustees to adopt an Amended and Restated Declaration of Trust All
------- -------------------------------------------------------------------------------- ---------------------------
</TABLE>
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, twelve (12) Trustees are to be elected to hold office
until the next meeting of shareholders called for the purpose of electing
Trustees and until their successors are duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised the
Fund that unless a proxy instructs them to withhold authority to vote for all
listed nominees or any individual nominee, all validly executed proxies will be
voted by them for the election of the nominees named below as Trustees of the
Fund. As a Massachusetts business trust, the Fund does not contemplate holding
annual shareholder meetings for the purpose of electing Trustees. Thus, the
Trustees will be elected for indefinite terms until a special shareholder
meeting is called for the purpose of voting for Trustees and until their
successors are properly elected and qualified.
Each of the nominees (except for Mr. Marshall) currently serves as a
Trustee of the Fund. All of the nominees have consented to being named as such
in this proxy statement and have consented to serve as Trustees if elected.
Each nominee indicated below by an asterisk (*) is an "interested
person" (as that term is defined in the Investment Company Act of 1940, referred
to in this Proxy Statement as the "1940 Act") of the Fund due to the positions
indicated with the Fund's investment adviser, OppenheimerFunds, Inc. (the
"Manager") or its affiliates, or other positions described. The beneficial
ownership of Class A shares listed below includes voting and investment control,
unless otherwise indicated below. All of the Trustees own shares in one or more
of the Denver-based funds in the Oppenheimerfunds complex. If a nominee should
be unable to accept election, the Board of Trustees may, in its discretion,
select another person to fill the vacant position.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience July 11, 2000 and % of Class Owned
William L. Armstrong (63) 0
1625 Broadway, Suite 780
Denver, CO 80202
Trustee since 1999.
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997), and Ambassador Media Corporation (since 1984); Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage) (since 1994), Frontier Title (title insurance agency) (since 1995)
and Great Frontier Insurance (insurance agency) (since 1995); Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), UNUMProvident (insurance company) (since 1991); formerly
Director of International Family Entertainment (television channel) (1991 -
1997). Director/trustee of 13 investment companies in the OppenheimerFunds
complex.
Robert G. Avis (69)* 0
One North Jefferson
St. Louis, MO 63103
Trustee since 1999.
Chairman, President and Chief Executive Officer of A.G. Edwards Capital,
Inc. (general partnership of private equity funds), Director of A.G. Edwards &
Sons, Inc. (a broker-dealer) and Director of A.G. Edwards Trust Companies (trust
companies), formerly, Vice Chairman of A.G. Edwards & Sons, Inc. and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset Management
(an investment advisor). Director/trustee of 22 investment companies in the
OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience July 11, 2000 and % of Class Owned
George C. Bowen (63) 0
9224 Bauer Ct.
Lone Tree, CO 80124
Trustee since 1999.
Formerly (until April 1999) Mr. Bowen held the following positions:
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of OppenheimerFunds Distributor, Inc. ("Distributor"); Vice President (since
October 1989) and Treasurer (since April 1986) of HarbourView Asset Management
Corporation; Senior Vice President (since February 1992), Treasurer (since July
1991); Assistant Secretary and a director (since December 1991) of Centennial
Asset Management Corporation; President, Treasurer and a director of Centennial
Capital Corporation (since June 1989); Vice President and Treasurer (since
August 1978) and Secretary (since April 1981) of Shareholder Services, Inc.;
Vice President, Treasurer and Secretary of Shareholder Financial Services, Inc.
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
(since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc. (since
November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Treasurer of OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997). Director/trustee
of 17 investment companies in the OppenheimerFunds complex.
Edward L. Cameron (61) 0
Spring Valley Road
Morristown, NJ 07960
Trustee since 1999.
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLP (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998). Director/trustee of 7 investment
companies in the OppenheimerFunds complex.
Jon S. Fossel (58) 0
810 Jack Creek Road
Ennis, MT 59729
Trustee since 1999.
Formerly (until October 1996) Chairman and a director of the Manager,
President and a director of Oppenheimer Acquisition Corp., the Manager's parent
holding company, and Shareholder Services, Inc. and Shareholder Financial
Services, Inc., transfer agent subsidiaries of the Manager. Director/trustee of
20 investment companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience July 11, 2000 and % of Class Owned
Sam Freedman (59) 0
4975 Lakeshore Drive
Littleton, CO 80123
Trustee since 1999.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services; Chairman, Chief Executive Officer and a director of
Shareholder Services, Inc.; Chairman, Chief Executive Officer and director of
Shareholder Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp.; and a director of OppenheimerFunds, Inc. Director/trustee of
22 investment companies in the OppenheimerFunds complex.
Raymond J. Kalinowski (70) 0
44 Portland Drive
St. Louis, MO 63131
Trustee since 1999.
Director of Wave Technologies International, Inc. (a computer products
training company), self-employed consultant (securities matters).
Director/trustee of 22 investment companies in the OppenheimerFunds complex.
C. Howard Kast (78) 0
2552 East Alameda, #30
Denver, CO 80209
Trustee since 1999.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).
Director/trustee of 22 investment companies in the OppenheimerFunds complex.
Robert M. Kirchner (78) 0
7500 E. Arapohoe Road
Suite 250
Englewood, CO 80112
Trustee since 1999.
President of The Kirchner Company (management consultants).
Director/trustee of 22 investment companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience July 11, 2000 and % of Class Owned
Bridget A. Macaskill* (51) 0
Two World Trade Center
New York, NY 10048
Trustee since 1999.
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView Asset Management Corporation, an investment adviser
subsidiary of the Manager; Chairman and a director of Shareholder Services, Inc.
(since August 1994) and Shareholder Financial Services, Inc. (since September
1995), transfer agent subsidiaries of the Manager; President (since September
1995) and a director (since October 1990) of Oppenheimer Acquisition Corp., the
Manager's parent holding company; President (since September 1995) and a
director (since November 1989) of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); President and a director (since October
1997) of OppenheimerFunds International Ltd., an offshore fund management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; a director of
Prudential Corporation plc (a U.K. financial service company). President and
director/trustee of 19 investment companies in the OppenheimerFunds complex.
F. William Marshall, Jr. (58) 0
1441 Main Street
Springfield, MA 01102
Chairman (since 1999) SIS & Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bankcorp., Inc.
and SIS Bank (formerly, Springfield Institution for Savings); Director (since
1999), Peoples Heritage Financial Group, Inc.; Trustee (since 1996), MassMutual
Institutional Funds (open-end investment company); Trustee (since 1996), MML
Series Investment Fund (open-end investment company).
James C. Swain* (66) 0
6803 South Tuscon Way
Englewood, CO 80112
Trustee since 1999.
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager and Chairman of the Board of Shareholder Services,
Inc. Director/trustee of 22 investment companies in the OppenheimerFunds
complex.
Under the 1940 Act, the Board of Trustees may fill vacancies on the Board
of Trustees or appoint new Trustees only if, immediately thereafter, at least
two-thirds of the Trustees will have been elected by shareholders. Currently,
two of the Fund's eleven Trustees have not been elected by shareholders. In
addition, the Board of Trustees has nominated Mr. Marshall to become an
independent Trustee of the Fund.
Under the 1940 Act, the Fund is also required to call a meeting of
shareholders promptly to elect Trustees if at any time less than a majority of
the Trustees have been elected by shareholders. By holding a meeting to elect
Trustees at this time, the Fund may be able to delay the time at which another
shareholder meeting is required for the election of Trustees, which will result
in a savings of the costs associated with holding a meeting.
The primary responsibility for the management of the Fund rests with
the Board of Trustees.
The Trustees meet regularly to review the activities of the Fund and of the
Manager, which is responsible for its day-to-day operations. Six regular
meetings of the Trustees were held during the fiscal year ended June 30, 2000.
Each of the incumbent Trustees was present for at least 75% of the meetings held
of the Board and of all committees on which that Trustee served. The Trustees
have appointed an Audit Committee, comprised of Messrs. Kast (Chairman), Cameron
and Kirchner, none of whom is an "interested person," as defined in the 1940
Act, of the Manager or the Fund. The Committee met four times during the fiscal
year ended June 30, 2000. The Board of Trustees does not have a standing,
nominating or compensation committee. The Audit Committee furnishes the Board
with recommendations regarding the selection of the independent auditor. The
other functions of the Committee include (i) reviewing the methods, scope and
results of audits and the fees charged; (ii) reviewing the adequacy of the
Fund's internal accounting procedures and controls; (iii) establishing a
separate line of communication between the Fund's independent auditors and its
independent Trustees; and (iv) selecting and nominating the independent
Trustees.
The Trustees who are not affiliated with the investment adviser
("Nonaffiliated Trustees") are paid a retainer plus a fixed fee by the Fund for
attending each meeting and are reimbursed for expenses incurred in connection
with attending such meetings. Each of the current Trustees also serves as
trustees or directors of other Denver-based investment companies in the
OppenheimerFunds complex. Each Fund in the OppenheimerFunds complex for which
they serve as a director or trustee pays a share of these expenses.
The officers of the Fund are affiliated with the Manager. They and the
Trustees of the Fund who are affiliated with the Manager (Ms. Macaskill and Mr.
Swain) receive no salary or fee from the Fund. The remaining Trustees of the
Fund received the compensation shown below from the Fund during the fiscal year
ended June 30, 2000, and from all Oppenheimer funds (including the Fund) for
which they served as Trustee, Director or Managing General Partner during the
calendar year ended December 31, 1999. Compensation is paid for services in the
positions below their names:
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------- ------------------- --------------------------------- --------------------------
Trustee's Name and Aggregate Number of Boards Within Total Compensation
Other Positions Compensation Oppenheimer Funds Complex on From all Oppenheimer
From Fund 1 Which Trustee Served as of Funds2
12/31/99
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
William H. Armstrong $29 13 $14,542
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Robert G. Avis $70 22 $67,998
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
William A. Baker4 $70 22 $67,998
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
George C. Bowen $38 17 $23,879
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Edward Cameron $12 7 $2,430
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Jon. S. Fossel3 $71 20 $66,586
Review Committee Member
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Sam Freedman $76 22 $73,998
Review Committee Member
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Raymond J. Kalinowski 3 $74 22 $73,248
Audit Committee Member
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
C. Howard Kast $82 22 $78,873
Chairman, Audit and Review Committees
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Robert M. Kirchner3 $72 22 $69,248
Audit Committee Member
---------------------------------------- ------------------- --------------------------------- --------------------------
---------------------------------------- ------------------- --------------------------------- --------------------------
Ned M. Steel4 $70 22 $67,998
---------------------------------------- ------------------- --------------------------------- --------------------------
</TABLE>
1. For the Fund's fiscal year ended 6/30/00.
2. For the 1999 calendar year.
3. Committee position held during a portion of the period shown.
4. Effective July 1, 2000, Messrs. Baker and Steel
resigned as Trustees of the Fund.
The Board of Trustees has also adopted a Deferred Compensation Plan for
Nonaffiliated Trustees that enables Trustees to elect to defer receipt of all or
a portion of the annual fees they are entitled to receive from the Fund. As of
December 31, 1999, none of the Trustees elected to do so. Under the plan, the
compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer funds
selected by the Trustee. The amount paid to the Trustee under the plan will be
determined based upon the performance of the selected funds. Deferral of
Trustees' fees under the plan will not materially affect the Fund's assets,
liabilities or net income per share. The plan will not obligate the Fund to
retain the services of any Trustee or to pay any particular amount of
compensation to any Trustee.
Each officer of the Fund is elected by the Trustees to serve an annual
term. Information is given below about the executive officers who are not
Trustees of the Fund, including their business experience during the past five
years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in a similar
capacity with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
Charles Albers, Vice President and Portfolio Manager since May 1999; Age 59
Two World Trade Center
New York, NY 10048
Senior Vice President (since April 1998) of the Manager; a Certified Financial
Analyst; formerly a Vice President and portfolio manager for Guardian Investor
Services, the investment management subsidiary of The Guardian Life Insurance
Company (1972 - April 1998).
Mark Zavanelli, Assistant Vice President and Portfolio Manager since May 1999;
Age: 29
Two World Trade Center
New York, NY 10048
Assistant Vice President (since May 1998) of the Manager; a Chartered Financial
Analyst; before joining the Manager in May 1998 he was President of Waterside
Capital Management, a registered investment advisor (August 1995 - April 1998),
a financial research analyst for Elder Research (June 1997 - April 1998).
Andrew J. Donohue, Vice President and Secretary since May 1999; Age: 49
Two World Trade Center, New York, NY 10048
Executive Vice President (since January 1993), General Counsel since October
1991) and a director (since September 1995) of the Manager; Executive Vice
President (since September 1993) and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director (since
September 1995) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc., of OFI Private Investments, Inc. (since March 2000), and of
PIMCO Trust Company (since May 2000); President and a director of Centennial
Asset Management Corporation (since September 1995) and of Oppenheimer Real
Asset Management, Inc. (since July 1996); Vice President and a director (since
September 1997) of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc; a director (since April 2000) of OppenheimerFunds Legacy
Program, a charitable trust program established by the Manager; General Counsel
(since May 1996) and Secretary (since April 1997) of Oppenheimer Acquisition
Corp.; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasure, Principal Financial and Accounting Officer
since May 1999; Age: 40.
6803 South Tucson Way,
Englewood, Colorado 80112
Senior Vice President and Treasurer (since March 1999) of the Manager; Treasurer
(since March 1999) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Oppenheimer Real Asset Management Corporation, Shareholder
Financial Services, Inc. and Oppenheimer Partnership Holdings, Inc., of OFI
Private Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May 2000);
Treasurer and Chief Financial Officer (since May 2000) of PIMCO Trust Company;
Assistant Treasurer (since March 1999) of Oppenheimer Acquisition Corp. and of
Centennial Asset Management Corporation; an officer of other Oppenheimer funds;
formerly Principal and Chief Operating Officer, Bankers Trust Company - Mutual
Fund Services Division (March 1995 - March 1999).
Robert G. Zack, Assistant Secretary since May 1999; Age: 51
Two World Trade Center,
New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since May
1981) of the Manager, Assistant Secretary of Shareholder Services, Inc. (since
May 1985), Shareholder Financial Services, Inc. (since November 1989);
OppenheimerFunds International Ltd. and Oppenheimer
Name, Age, Address and Five-Year Business Experience
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer since May 1999; Age: 41
6803 South Tucson Way,
Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
Scott T. Farrar, Assistant Treasurer since May 1999; Age: 34
6803 South Tucson Way,
Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer Funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
All officers serve at the pleasure of the Board.
As of July 11, 2000, to the knowledge of Fund management, no Trustee of the Fund
owned 1% or more of the outstanding shares of the Fund, and the Trustees and
officers as a group beneficially owned less than 1% of the outstanding shares of
the Fund.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Fund, including a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning July 1, 2000. Deloitte also serves as auditors for the
Manager and certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of Deloitte as auditors. Representatives of
Deloitte are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be available
should any matter arise requiring their presence.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF DELOITTE AS
AUDITORS OF THE FUND.
PROPOSALS 3 and 4: APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL POLICIES OF THE
FUND
Introduction to Proposals 3 and 4
The Fund is subject to certain investment restrictions which govern the
Fund's investment activities. Under the 1940 Act, certain investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder vote. An investment company may designate additional
restrictions that are fundamental, and it may also adopt "non-fundamental"
restrictions, which may be changed by the Trustees without shareholder approval.
The Fund has adopted certain fundamental investment restrictions that are set
forth in its Statement of Additional Information, which cannot be changed
without the requisite shareholder approval described below under "Further
Information about Voting at the Meeting." Policies that the Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Trustees without shareholder
approval.
A number of fundamental restrictions that the Fund adopted when
launched in July 1999 are not required to be fundamental under the 1940 Act and
were included to be uniform with the other funds in the Oppenheimerfunds
complex. Certain fundamental investment restrictions adopted across the fund
complex reflect past regulatory, business or industry conditions, practices or
requirements which at one time, led to the imposition of limitations on the
management of the Fund's investments. With the passage of time, the development
of new practices and changes in regulatory standards, several of these
fundamental restrictions are considered by Fund management and the Board to be
unnecessary or unwarranted. In addition other fundamental restrictions reflect
federal regulatory requirements which remain in effect, but which are not
required to be stated as fundamental restrictions. Accordingly, the Trustees
recommend that the Fund's shareholders approve the amendment or elimination of
certain of the Fund's current fundamental investment restrictions. Certain
sub-proposals request that shareholders either approve the elimination of a
fundamental investment restriction or approve the replacement of a fundamental
investment restriction with a non-fundamental policy. After those sub-proposals
are approved by shareholders, the Board may modify those non-fundamental
investment policies at any time without shareholder approval. The purpose of
each sub-proposal is to provide the Fund with the maximum flexibility permitted
by law to pursue its investment objectives and policies and to standardize the
Fund's policy in this area to one which is expected to become standard for all
Oppenheimer funds. The proposed standardized restrictions satisfy current
federal regulatory requirements and are written to provide flexibility to
respond to future legal, regulatory, market or technical changes.
By both standardizing and reducing the total number of investment
restrictions that can be changed only by a shareholder vote, the Trustees
believe that it will assist the Fund and the Manager in maintaining compliance
with the various investment restrictions to which the Oppenheimer funds are
subject, and that the Fund will be able to minimize the costs and delays
associated with holding future shareholder meetings to revise fundamental
investment policies that have become outdated or inappropriate. The Trustees
also believe that the investment adviser's ability to manage the Fund's assets
in a changing investment environment will be enhanced, and that investment
management opportunities will be increased by these changes.
The proposed standardized changes will not affect the Fund's investment
objective. Although the proposed changes in fundamental investment restrictions
will provide the Fund greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in the Fund. The Board does not anticipate that
the proposed changes will materially affect the manner in which the Fund is
managed. If the Board determines in the future to change materially the manner
in which the Fund is managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested
to vote on each Sub-Proposal in Proposal 3 separately. If approved, the
effective date of these Proposals may be delayed until the Fund's updated
Prospectus and/or Statement of Additional Information can reflect the changes.
If any Sub-Proposal in Proposal 3 is not approved, or if Proposal 4 is not
approved, the fundamental investment restriction covered in that Proposal or
Sub-Proposal will remain unchanged.
PROPOSAL 3: TO APPROVE THE ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUND
A. Investing in a Company for the Purpose of Acquiring Control
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in portfolio companies for the purpose of
acquiring control. It is proposed that the current fundamental investment
restriction be eliminated. Although the Fund has no intention of investing for
the purpose of acquiring control of a company, it believes that this restriction
is unnecessary and may, in fact, reduce possible investment opportunities. The
current fundamental investment restriction is set forth below.
Current
The Fund cannot invest in companies for the purpose of acquiring control or
management of them.
Elimination of the above fundamental investment restriction is not
expected to have a significant impact on the Fund's investment practices or
management because the Fund currently has no intention of investing in companies
for the purpose of obtaining or exercising management or control. A Fund might
be considered to be investing for control if it purchases a large percentage of
the securities of a single issuer. This restriction was intended to ensure that
a mutual fund would not be engaged in the business of managing another company.
The Fund included this fundamental investment restriction when launched
in July 1999 to provide uniformity throughout the OppenheimerFunds complex even
though this restriction was not required by the 1940 Act or state "Blue Sky"
requirements. The Board requests that shareholders eliminate this fundamental
investment limitation. The Board believes elimination of this fundamental
investment restriction is warranted and could increase the Fund's flexibility
when choosing investments in the future.
B. Master-Feeder or Fund-of-Funds Structure.
The Fund is currently subject to a fundamental investment restriction
concerning investment of all assets in the securities of a single open-ended
management investment company. It is proposed that the current fundamental
investment restriction regarding the master-feeder or fund-of-funds arrangement
be eliminated. The Fund would continue to follow this restriction as a
non-fundamental restriction. The current fundamental investment restriction and
proposed non-fundamental investment policy is set forth below.
<PAGE>
Current
The Fund can invest all of its assets in the securities of a single open-end
management investment company for which the Manager, one of its subsidiaries
or sub-advisor. That fund must have substantially the same fundamental
investment objective, policies and limitations as the Fund.
Proposed
The Fund can invest all of its assets in the securities of a single open-end
management investment company for which the Manager, one of its subsidaries or
a successor is the investment advisor or sub-advisor. That fund must have
substantially the same fundamental investment objective, policies and
limitations as the Fund.
The existing restriction is not required to be fundamental under the
1940 Act and the Board recommends that shareholders eliminate this fundamental
investment restriction. The purpose of this proposal is to provide the Fund with
the maximum flexibility permitted by law to pursue its investment objectives.
Elimination of this fundamental investment restriction would not significantly
change the management or operation of the Fund.
As a non-fundamental policy, this investment restriction would allow
the Fund to invest its assets in an open-end management investment company, i.e.
master-feeder or fund-of-funds arrangement. For example, under a master-feeder
structure, the Fund would be a "feeder" fund and would invest all of its assets
in a single pooled "master fund" in which other feeder funds could also invest.
This could enable the Fund to take advantage of potential operational and cost
efficiencies in the master-feeder structure. The Fund currently does not expect
to adopt the master-feeder structure, however, if it does so in the future,
shareholders would be notified through supplements to the Prospectus and
Statement of Additional Information.
The ability of the Fund to invest in other investment companies is
restricted by Section 12(d)(1) of the 1940 Act. Section 12 was amended in 1996
by NSMIA to permit mutual funds to enter into fund-of-funds or master-feeder
arrangements with other mutual funds in a fund complex, and granted the SEC
broad powers to provide exemptive relief for these purposes. The Fund is a party
to an exemptive order from the SEC permitting it to enter into a fund-of-funds
arrangement. Elimination of this fundamental investment restriction is necessary
to permit the Fund to take advantage of the exemptive relief. While the Fund
does not currently anticipate participating in a fund-of-funds arrangement, it
may do so in the future. A fund-of-funds arrangement may result in the
duplication of expenses.
The Board believes that it is in the best interest of the Fund and
shareholders to eliminate this fundamental investment restriction.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH SUB-PROPOSAL
DESCRIBED ABOVE
PROPOSAL 4: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE FUND
Proposal number 4 is composed of four separate proposed changes to the
Fund's current investment restrictions. The Board believes that under
appropriate circumstances, the Fund should be permitted to lend money to, and
borrow money from, other Oppenheimer mutual funds (referred to as "inter-fund
lending") and pledge its assets as collateral for the loan as explained in the
following proposals. All four of these proposals must be approved together if
the inter-fund lending arrangements described below are to be implemented, and
shareholders are requested to vote to approve all four together.
A. Borrowing.
The 1940 Act imposes certain restrictions on the borrowing activities
of registered investment companies. The restrictions on borrowing are generally
designed to protect shareholders and their investment by restricting a fund's
ability to subject its assets to claims of creditors who might have a claim to
the fund's assets that would take priority over the claims of shareholders. A
fund's borrowing restriction must be a fundamental investment restriction.
Under the 1940 Act, a fund may borrow from banks up to one-third of its
total assets (including the amount borrowed). In addition, a fund may borrow up
to 5% of its total assets for temporary purposes from any person. Section 18 of
the 1940 Act deems a loan temporary if it is repaid within 60 days and not
extended or renewed. Funds typically borrow money to meet redemptions in order
to avoid forced, unplanned sales of portfolio securities. This technique allows
a fund greater flexibility to buy and sell portfolio securities for investment
or tax considerations, rather than for cash flow considerations.
The Fund currently is subject to a fundamental investment restriction
concerning borrowing. The Board proposes that the Fund's restriction on
borrowing be amended to permit the Fund to borrow from banks and/or affiliated
investment companies. As amended, the Fund's restriction on borrowing would
remain a fundamental restriction changeable only by the vote of a majority of
the outstanding voting securities of the Fund as defined in the 1940 Act.
The current and proposed fundamental investment restrictions are set
forth below.
<PAGE>
Current
The Fund may only borrow from banks. Under current regulatory requirements,
borrowings can be made only to the extent that the value of the Fund's assets,
less its liabilities other than borrowings, is equal to at least 300% of all
borrowings (including the proposed borrowing). If the value of the Fund's assets
fails to meet this 300% asset coverage requirement, the Fund will reduce its
bank debt within three days to meet the requirement.
Proposed
The Fund cannot borrow money in excess of 33-1/3% of the value of its total
assets. The Fund may borrow only from banks and/or affiliated investment
companies. With respect to this fundamental policy, the 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 of 1940.
The current policy on borrowing restricts the permissible entities
that the Fund may borrow from. The Board recommends that this restriction be
amended to permit the Fund to borrow money from banks and/or from affiliated
investment companies provided such borrowings do not exceed 33-1/3% of its total
assets.
Permitting the Fund to borrow money from affiliated funds (for example,
those funds in the OppenheimerFunds complex) would afford the Fund the
flexibility to use the most cost-effective alternative to satisfy its borrowing
requirements. The Trustees believe that the Fund may be able to obtain lower
interest rates on its borrowings from affiliated funds than it would through
traditional bank channels.
Current law prohibits the Fund from borrowing from other funds of the
OppenheimerFunds complex. However, if the proposed amendments to the Fund's
fundamental investment restriction on borrowing are approved by shareholders,
the Fund may apply to the Securities and Exchange Commission ("SEC") for an
exemption from this prohibition. There is, of course, no assurance that the SEC
would act favorably on such a request. Until the SEC has approved such an
application to permit borrowing among funds of the OppenheimerFunds complex, the
proposed inter-fund borrowing program will not occur.
The Fund will not borrow from affiliated funds unless the terms of the
borrowing arrangement are at least as favorable as the terms the Fund could
otherwise negotiate with a third party. To assure that the Fund will not be
disadvantaged by borrowing from an affiliated fund, certain safeguards may be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the fund will not borrow money from
affiliated funds unless the interest rate is more favorable than available bank
loan rates; the Fund's borrowing from affiliated funds must be consistent with
its investment objective and investment policies; the loan rates will be
determined by a pre-established formula based on quotations from independent
banks; if the Fund has outstanding borrowings from all sources greater than 10%
of its total assets, then the Fund must secure each additional outstanding
interfund loan by the pledge of segregated collateral (see paragraph C "Pledging
of Assets," below); the Fund cannot borrow from an affiliated fund in excess of
125% of its total redemptions for the preceding seven days; each interfund loan
may be repaid on any day by the Fund; and the Trustees will be provided with a
report of all interfund loans and the Trustees will monitor all such borrowings
to ensure that the Fund's participation is appropriate.
In determining to recommend the proposed amendment to shareholders for
approval, the Board considered the possible risks to the Fund from participation
in the inter-fund lending program. There is a risk that a borrowing fund could
have a loan recalled on one day's notice. In that circumstance, the borrowing
fund might have to borrow from a bank at a higher interest cost if money to lend
were not available from another Oppenheimer fund. The Board considered that the
benefits to the Fund of participating in the program outweigh the possible risks
to the Fund from such participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental restriction on borrowing and are also being asked to approve an
amendment to the Fund's fundamental restriction on lending (paragraph B
"Lending," below). If this proposal 4 is adopted, the Fund, subject to its
investment objectives and policies, will be able to participate in the
inter-fund lending program as both a lender and a borrower.
B. Lending.
Under the 1940 Act, a fund's restriction regarding lending must be
fundamental. Under its current restriction, the Fund is permitted to enter into
repurchase agreements, which may be considered a loan, and is permitted to lend
its portfolio securities.
It is proposed that the current fundamental restriction be amended to
permit the Fund to lend its assets to affiliated investment companies (for
example, other funds in the OppenheimerFunds complex). In addition, the Fund
also proposes to clearly state that investments in debt securities or other
similar evidences of indebtedness are not prohibited by the Fund's investment
restriction on making loans. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet applied for such an order
and there is no guarantee any such order would be granted, even if applied for.
Until the SEC has approved an inter-fund lending application, the Fund will not
engage in lending with affiliated investment companies. As amended, the
restriction on lending for the Fund would remain a fundamental restriction
changeable only by the vote of a majority of the outstanding voting securities
as defined in the 1940 Act of that Fund. The current and proposed fundamental
investment restrictions are set forth below.
Current
The Fund cannot lend money. However it can invest in debt securities that the
Fund's investment policies and restrictions permit it to purchase. The Fund may
also lend its portfolio and enter into repurchase agreements.
Proposed
The Fund cannot make loans except (a) through lending of securities, (b)
through the purchase of debt securities or similar evidences of indebtedness,
(c) through an interfund lending program with other affiliated funds, and (d)
through repurchase agreements.
The Fund is currently permitted to lend it portfolio securities in
fully collateralized loans to certain eligible borrowers approved by the Board
in amounts up to 10% of the value of total assets. Similarly, the Fund may also
engage in repurchase agreements in amounts up to 10% the value of net assets for
those repurchase agreements that have a maturity beyond seven days. For
shorter-term repurchase agreements, there is no limit on the amount of the
Fund's net assets that may be subject to the repurchase agreement. These
restrictions will continue to apply to the Fund.
The reason for lending money to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. To assure that the Fund will not be
disadvantaged by making loans to affiliated funds, certain safeguards will be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the Fund will not lend money to affiliated
funds unless the interest rate on such loan is determined to be reasonable under
the circumstances; the Fund may not make interfund loans in excess of 7.5% of
its net assets; an interfund loan to any one affiliated fund shall not exceed 5%
of the Fund's net assets; an interfund loan may not be outstanding for more than
seven days; each interfund loan may be called on one business day's notice; and
the Manager will provide the Trustees reports on all inter-fund loans
demonstrating that the Fund's participation is appropriate and that the loan is
consistent with its investment objectives and policies.
When the Fund lends assets to another affiliated fund, the lending fund
is subject to credit risks if the borrowing fund fails to repay the loan. The
Trustees believe that the risk is minimal.
C. Pledging of Assets.
The Fund is currently subject to a fundamental investment restriction
concerning the pledging of Fund assets. It is proposed that this current
fundamental investment restriction be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot pledge, mortgage or hypothecate any of its assets. However, this
does not prohibit the escrow arrangements contemplated by the put and call
activities of the Fund or other collateral or margin arrangements in connection
with any of the hedging instruments permitted by any of its other policies.
The existing restriction is not required to be fundamental under the
1940 Act, and therefore, the Board believes that the Fund should be provided
with the maximum flexibility permitted by law to pursue its investment
objectives. The 1940 Act prohibitions on borrowing by the Fund would continue to
apply as discussed above in Paragraph A "Borrowing". Therefore, the Fund will be
able to pledge up to 33-1/3% of its total assets for borrowing money and for
other purposes. The Trustees recommend that this restriction be eliminated so
that the Fund may enter into collateral arrangements entered into in connection
with its borrowing requirements and consistent with paragraph A "Borrowing."
D. Diversification
The Fund is currently subject to a fundamental investment restriction
concerning the diversification of Fund assets. It is proposed that this current
restriction be amended to exclude securities of other investment companies from
the restriction. As amended, the restriction would remain fundamental changeable
only by the vote of a majority of the outstanding voting securities of the Fund
as defined in the 1940 Act. The current and proposed fundamental investment
restrictions are set forth below.
Current
The Fund cannot buy securities issued or guaranteed by any one issuer if more
than 5% of its total assets would be invested in securities of that issuer or
if it would then own more than 10% of that issuer's voting securities. The
limit does not apply to securities issued by the U.S. government or any of its
agencies or instrumentalities.
Proposed
The Fund cannot buy securities issued or guaranteed by any one issuer if more
than 5% of its total assets would be invested in securities of that issuer or
if it 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.
The percentage limits in the current and proposed fundamental
investment restrictions are imposed by the 1940 Act. It is proposed that the
current restriction be amended to permit the Fund to lend its assets to
affiliated investment companies (for example, other funds in the
OppenheimerFunds complex), as discussed previously in paragraph B of Proposal 4
"Lending" and to permit the Fund to enter into a fund-of-funds arrangement as
previously discussed in paragraph B of Proposal 3 "Master-Feeder or
Fund-of-Funds Structure."
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH SUB-PROPOSAL
PROPOSAL 5: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST
The Board of Trustees has approved and recommends that the
shareholders of the Fund authorize them to adopt and execute the Amended and
Restated Declaration of Trust for the Fund in the form attached to this Proxy
Statement as Exhibit A (New Declaration of Trust). The attached New Declaration
of Trust has been marked to show changes from the Fund's existing Declaration of
Trust (Current Declaration of Trust). The New Declaration of Trust is a more
modern form of trust instrument for a Massachusetts business trust, and going
forward, will be used as the standard Declaration of Trust for all new
OppenheimerFunds Massachusetts business trusts.
Adoption of the New Declaration of Trust will not result in
any changes in the Fund's Trustees or officers or in the investment policies and
shareholder services described in the Fund's current prospectus.
Generally, a majority of the Trustees may amend the Current Declaration
of Trust when authorized by a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the trust. The Trustees approved the form of the
New Declaration of Trust and authorized the submission of the New Declaration of
Trust to the Fund's shareholders for their authorization at this Meeting.
The New Declaration of Trust amends the Current Declaration of Trust in
a number of significant ways. The following discussion summarizes some of the
more significant amendments to the Current Declaration of Trust effected by the
New Declaration of Trust.
In addition to the changes described below, there are other substantive
and stylistic differences between the New Declaration of Trust and the Current
Declaration of Trust. The following summary is qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as Exhibit A
to this Proxy Statement.
Significant Changes Effected by the New Declaration of Trust.
Reorganization of the Trust or Its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to reorganize the Fund or
any of its series or classes into another entity without shareholder approval.
The Current Declaration of Trust requires shareholder approval in order to
reorganize the Fund or any of its series. Currently, the Fund is the sole series
of the Trust.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the Fund or a series of the
Fund to reorganize into another entity. For example, in order to reduce the cost
and scope of state regulatory constraints or to take advantage of a more
favorable tax treatment offered by another state, the Trustees may determine
that it would be in the shareholders' interests to reorganize the Fund or a
series of the Fund to domicile it in another state or to change its legal form.
Under the Current Declaration of Trust, the Trustees cannot effectuate such a
potentially beneficial reorganization without first conducting a shareholder
meeting and incurring the attendant costs and delays. In contrast, the New
Declaration of Trust gives the Trustees the flexibility to reorganize the Fund
or any of its series and achieve potential shareholder benefits without
incurring the delay and potential costs of a proxy solicitation. Such
flexibility should help to assure that the Fund operates under the most
appropriate form of organization. The Trustees have no intention at this time of
reorganizing the Fund in to a newly formed entity.
Before allowing a trust or a series reorganization to proceed without
shareholder approval, the Trustees have a fiduciary responsibility to first
determine that the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New Declaration of Trust
is also subject to any applicable requirements of the 1940 Act and Massachusetts
law. Of course, in all cases, the New Declaration of Trust would require that
shareholders receive written notification of any transaction.
The New Declaration of Trust does not give the Trustees the authority
to merge a series with another operating mutual fund or sell all or a portion of
a series' assets to another operating mutual fund without first seeking
shareholder approval. Under the New Declaration of Trust, shareholder approval
is still required for these transactions.
Termination of the Trust or its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to terminate the Trust or
any of its series or classes of shares without shareholder approval, provided
the Trustees determine that such action is in the best interest of shareholders
affected. Affected shareholders would receive written notice of any such
termination. The Trustees have no current intention of terminating the Fund, or
a series or class of shares.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the Trustees to terminate
the Trust or a series or class of shares. For example, a series may have
insufficient assets to invest effectively or a series or a class of shares may
have excessively high expense levels due to operational needs. Under such
circumstances, absent viable alternatives, the Trustees may determine that
terminating the series or class of shares is in the shareholders' interest and
the only appropriate course of action. The process of obtaining shareholder
approval of the series' or classes' termination may, however, make it more
difficult to complete the series' or classes' liquidation and termination and,
in general, will increase the costs associated with the termination. In such a
case, it may be in the shareholders' interest to permit the series' or classes'
termination without incurring the costs and delays of a shareholder meeting.
As discussed above, before allowing the Fund or a series or class to
terminate without shareholder approval, the Trustees have a fiduciary
responsibility to first determine that the proposed transaction is in the
shareholders' interest. Any exercise of the Trustees' increased authority under
the New Declaration of Trust is also subject to any applicable requirements of
the 1940 Act and Massachusetts law, and shareholders' receipt of written
notification of the transaction.
Future Amendments of the Declaration of Trust. The New Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval. Under the New Declaration of Trust, shareholders
generally have the right to vote on any amendment affecting their right to vote,
on any amendment affecting the New Declaration of Trust's amendment provisions,
on any amendment affecting the shareholders' rights to indemnification, and on
any amendment affecting the shareholders' rights to vote on the merger or sale
of the Trust's, series', or classes' assets to another issuer. The Current
Declaration of Trust, on the other hand, generally gives shareholders the
exclusive power to amend the Declaration of Trust with certain limited
exceptions. By allowing amendment of the Declaration of Trust without
shareholder approval, the New Declaration of Trust gives the Trustees the
necessary authority to react quickly to future contingencies. As mentioned
above, such increased authority remains subordinate to the Trustees' continuing
fiduciary obligations to act with due care and in the shareholders' interest.
Other Changes Effected by the New Declaration of Trust
In addition to the significant changes described above, the New Declaration of
Trust modifies the Current Declaration of Trust in a number of important ways,
including the following:
a. The New Declaration of Trust clarifies that no shareholders of any series or
class shall have a claim on the assets of another series or class.
b. As a general matter, the New Declaration of Trust modifies the Current
Declaration of Trust to incorporate appropriate references to classes of shares.
c. The New Declaration of Trust modifies the Current Declaration of Trust by
changing the par value of the Trust's shares from no par value to $.001 par
value.
d. The New Declaration of Trust modifies the Current Declaration of Trust by
giving the Trustees the power to effect a reverse stock split, and to make
distributions in-kind.
e. The New Declaration of Trust modifies the Current Declaration of Trust so
that all Shares of all Series vote together on issues to be voted on unless (i)
separate Series or Class voting is otherwise required by the 1940 Act or the
instrument establishing such Shares, in which case the provisions of the 1940
Act or such instrument, as applicable, will control, or (ii) unless the issue to
be voted on affects only particular Series or Classes, in which case only Series
or Classes so affected will be entitled to vote.
f. The New Declaration of Trust clarifies that proxies may be voted pursuant to
any computerized, telephonic or mechanical data gathering device, that
Shareholders receive one vote per Share and a proportional fractional vote for
each fractional share, and that, at a meeting, Shareholders may vote on issues
with respect to which a quorum is present, while adjourning with respect to
issues for which a quorum is not present.
g. The New Declaration of Trust clarifies various existing trustee powers. For
example, the New Declaration of Trust clarifies that the Trustees may appoint
and terminate agents and consultants and hire and terminate employees; in
addition to banks and trust companies, the Trustees may employ as fund custodian
companies that are members of a national securities exchange or other entities
permitted under the 1940 Act; to retain one or more transfer agents and employ
sub-agents; delegate authority to investment advisers and other agents or
independent contractors; pledge, mortgage or hypothecate the assets of the
Trust; and operate and carry on the business of an investment company. The New
Declaration of Trust clarifies or adds to the list of trustee powers. For
example, the Trustees may sue or be sued in the name of the Trust; make loans of
cash and/or securities; enter into joint ventures, general or limited
partnerships and other combinations or associations; endorse or guarantee the
payment of any notes or other obligations of any person or make contracts of
guarantee or suretyship or otherwise assume liability for payment; purchase
insurance and/or bonding; pay pensions and adopt retirement, incentive and
benefit plans; and adopt 12b-1 plans (subject to shareholder approval).
h. The New Declaration of Trust clarifies that the Trust may redeem shares of a
class or series held by a shareholder for any reason, including but not limited
to reimbursing the Trust or the distributor for the shareholder's failure to
make timely and good payment; failure to supply a tax identification number; and
failure to maintain a minimum account balance as established by the Trustees
from time to time.
i. The New Declaration of Trust clarifies that a trust is created and not a
partnership, joint stock association, corporation, bailment, or any other form
of legal relationship, and expressly disclaims shareholder and trustee liability
for the acts and obligations of the Trust.
j. The New Declaration of Trust clarifies that the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any officer, agent,
employee, consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer agent of the Trust nor shall a trustee be
responsible for the act or omission of any other Trustee.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS YOU APPROVE THIS PROPOSAL
INFORMATION ABOUT THE FUND
The SEC requires that the following information be provided to the Fund's
shareholders.
Fund Information. As of July 11, 2000, the Fund had 19,568,321.469 shares
outstanding, consisting of 9,705,998.801 Class A, 6,853,508.528 Class B,
3,008,714.140 Class C and 100 Class Y shares. Each share has voting rights as
stated in this Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of July 11, 2000,
Merrill Lynch Pierce Fenner & Smith for the sole benefit of its customers, 4800
Deer Lake Drive E FL.3, Jacksonville, Fl. 32246-6484, held 456,237.765 or 6.64%
of the outstanding Class B shares of the Fund and OppenheimerFunds, Inc., 6803
S. Tucson Way, Englewood, CO 80112-3924, held 100.000 or 100% of the outstanding
Class Y shares of the Fund.
The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of the Fund's business, pursuant to its investment advisory agreement with the
Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the
Manager, is the general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, located at 6803 South
Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Funds on an "at cost" basis, for
which it was paid $_______________ by the Fund during the fiscal year ended June
30, 2000.
The Manager (including subsidiaries and affiliates) currently manages
investment companies, including other Oppenheimer funds, with assets of more
than $125 billion as of June 30, 2000, and with more than 5 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are
located at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC is
owned by (i) certain officers and/or directors of the Manager, (ii) MassMutual
and (iii) another investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of
August 1, 1997, OAC declared a ten for one stock split. At June 30, 2000, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 11,016,945 shares of Class B voting stock, and (iii)
18,620,836 shares of Class C non-voting stock. This collectively represented
92.7% of the outstanding common stock and 91.7% of the voting power of OAC as of
that date. Certain officers and/or directors of the Manager held (i) 2,583,890
shares of the Class B voting stock, representing 4.7% of the outstanding common
stock and 7.3% of the voting power, and (ii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
1,253,446 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Fund and Bridget A. Macaskill, who serves as President
and a Trustee of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their
shares and vested options to OAC or MassMutual at a formula price (based on
earnings of the Manager). MassMutual may exercise call (purchase) options on all
outstanding shares of both such classes of common stock and vested options at
the same formula price. From the period July 1, 1999 to June 30, 2000, the only
transactions on a post-split basis by persons who serve as Trustees of the Fund
were by Mr. Swain who surrendered for cancellation 50,000 options to Mass Mutual
for a cash payment of $1,712,000 and Ms. Macaskill who surrendered for
cancellation 434,873 options to Mass Mutual for a cash payment of $14,770,051.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; James C. Swain, Vice Chairman; Jeremy Griffiths,
Executive Vice President, Chief Financial Officer and a director; O. Leonard
Darling, Executive Vice President and Chief Investment Officer; Andrew J.
Donohue, Executive Vice President, General Counsel and a director; George
Batejan, Executive Vice President and Chief Information Officer; Craig Dinsell,
Loretta McCarthy, James Ruff and Andrew Ruotolo, Executive Vice Presidents;
Brian W. Wixted, Senior Vice President and Treasurer; Charles Albers, Victor
Babin, Bruce Bartlett, Robert A. Densen, Ronald H. Fielding, Robert B. Grill,
Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram
Kornberg, John S. Kowalik, Andrew J. Mika, David Negri, Robert E. Patterson,
Russell Read, Richard Rubinstein, Christian D. Smith, Arthur Steinmetz, John
Stoma, Jerry A. Webman, William L. Wilby, Donna Winn, Carol Wolf, Kurt
Wolfgruber, Robert G. Zack, and Arthur J. Zimmer, Senior Vice Presidents. These
officers are located at one of the three offices of the Manager: Two World Trade
Center, New York, NY 10048-0203; 6803 South Tucson Way, Englewood, CO 80112; and
350 Linden Oaks, Rochester, NY 14625-2807.
Custodian. The Bank of New York, Mutual Funds Division, 100 Church Street, New
York, NY 10286, acts as custodian of the Fund's securities and other assets.
Reports to Shareholders and Financial Statements. The Semi-Annual and Annual
Reports to Shareholders of the Fund, including financial statements of the Fund
for period ended December 31, 1999 and the fiscal year ended June 30, 2000,
respectively, have previously been sent to all shareholders. Upon request,
shareholders may obtain without charge a copy of the Annual Report by writing
the Fund at the address above or calling the Fund at 1.800.525.7048.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of soliciting these proxies will be borne by
the Fund. In addition to solicitations by mail, proxies may be solicited by
officers or employees of the Fund's transfer agent or by officers or employees
of the Fund's investment adviser, personally or by telephone or telegraph;
without extra compensation. Proxies may also be solicited by a proxy
solicitation firm hired at the Fund's expense for such purpose. Brokers, banks
and other fiduciaries may be required to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. It is
anticipated that the cost of engaging a proxy solicitation firm would not exceed
$3,500 plus the additional costs which would be incurred in connection with
contacting those shareholders who have not voted. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.
Voting By Broker-Dealers. Shares owned of record by broker-dealers for the
benefit of their 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) as record holder vote such shares for the election of
Trustees and on the Proposals in the same proportion as that broker-dealer votes
street account shares for which voting instructions were received in time to be
voted. 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. Abstention's and broker non-votes will have the same
effect as a vote against the proposal.
Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Approval of Proposal 1 requires a plurality vote and approval of
proposal 2 requires a majority vote of the outstanding shares present at the
meeting. Approval of Proposals 3 through 5 requires the affirmative vote of a
majority of the outstanding voting securities of the Fund voting in the
aggregate and not by class. As defined in the 1940 Act, the vote of a majority
of the outstanding shares means the vote of (1) 67% or more of the 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.
If a shareholder executes and returns a proxy but fails to indicate how
the votes should be cast, the proxy will be voted in favor of the election of
each of the nominees named in this Proxy Statement for Trustee and in favor of
each Proposal.
You may revoke your previously granted proxy at any time before it is
exercised (1) by delivering a written notice to the Fund expressly revoking your
proxy, (2) by signing and forwarding to the Fund a later-dated proxy, or (3) by
attending the Meeting and casting your votes in person.
Shareholder Proposals. The Fund is not required to hold shareholder meetings on
a regular basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (under special conditions described
in the Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet certain
conditions may be included in a Fund's proxy statement for a particular meeting.
Those rules require that for future meetings, the shareholder must be a record
or beneficial owner of Fund shares either (i) with a value of at least $2,000 or
(ii) in an amount representing at least 1% of the Fund's securities to be voted,
at the time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in the Fund's
proxy material for the next meeting after the meeting to which this proxy
statement relates must be received by the Fund a reasonable time before the
solicitation is made. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material, since there are other requirements under the proxy rules for
such inclusion.
OTHER MATTERS
Management of the Fund knows of no business other than the Proposals
specified above that will be presented at the Meeting. Since matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy to vote the proxy in accordance with their judgment on such matters.
The Board does not intend to bring any matters before the Meeting other
than Proposals 1 through 5 and is not aware of any other matters to be brought
before the Meeting by others. If any other matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment in
voting on such matters.
In the event sufficient votes in favor of one or more Proposals set
forth in the Notice of Meeting of Shareholders are not received by the date of
the Meeting, the persons named in the enclosed proxy may propose one or more
adjournments of the Meeting. If a quorum is present but sufficient votes in
favor of one or more of the Proposals have not been received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the shares present in person
or by proxy at the session of the Meeting to be adjourned. A vote may be taken
on one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
August 9, 2000
burns\proxies\MSSmallCap_2000
AMENDED AND RESTATED DECLARATION OF TRUST
OF
OPPENHEIMER MAIN STREET SMALL CAP FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of the 22nd day
of June 22, 1999, by and among the individuals executing this Amended and
Restated Declaration of Trust as the Trustees, and amended and restated this ___
day of ___________, 2000.
WHEREAS, the Trustees wish to establish a trust fund under the laws of the
Commonwealth of Massachusetts, for the investment and reinvestment of funds
contributed thereto; desire to make certain permitted changes to said
Declaration of Trust;
WHEREAS, such changes have been approved by the Fund's initial shareholder;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust IN TRUST in trust as herein set forth below.
ARTICLE FIRST - NAME
============= ====
FIRST: This Trust shall be known as OPPENHEIMER MAIN STREET SMALL CAP FUND.
The address of the Trust Oppenheimer Main ================= Street Small Cap
Fund is 6803 S. Tucson Way, Englewood, CO 80112. The Registered Agent for
Service in Massachusetts is Massachusetts ===================== Mutual Life
Insurance Company, 1295 State Street, Springfield, Massachusetts 01111,
Attention: Stephen Kuhn, Esq.
ARTICLE SECOND - DEFINITIONS
============== ===========
SECOND: Whenever used herein, unless otherwise required by the context or
specifically provided:
1. All terms used in this Declaration of Trust that are defined in the
1940 Act (defined below) shall have the meanings given to them in the 1940 Act.
2. "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations of the Commission thereunder, =
================================================================================
all as amended from time to time. =================================
3. "Board" or "Board of Trustees" or the "Trustees" means the Board of
Trustees of the Trust. =
3 4. "By-Laws" means the By-Laws of the Trust as amended from time to time.
=
4 5. "Class" means a class of a series of Shares (as defined below) shares
of the Trust established and designated under or in accordance with the
provisions of Article FOURTH.
5 6. "Commission" means the Securities and Exchange Commission. =
7. 6."Declaration of Trust" means shall mean this Amended and Restated
Declaration of Trust as it may be amended or restated ==========
===================== from time to time.
8. 7. The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations of the Commission thereunder, all as amended from time to
time."Majority Vote of Shareholders" shall mean, with respect to any matter on
which the Shares of the Trust or of a Series or Class thereof, as the case may
be, may be voted, the "vote of a majority of the outstanding voting securities"
(as defined in the 1940 Act or the rules and regulations of the Commission
thereunder) of the Trust or such Series or Class, as the case may be.
8 9. "Net asset value" means, with respect to any Share of any Series, (i)
in the case of a Share of a Series whose Shares are not divided into Classes,
the quotient obtained by dividing the value of the net assets of that Series
(being the value of the assets belonging to that Series less the liabilities
belonging to that Series) by the total number of Shares of that Series
outstanding, and (ii) in the case of a Share of a Class of Shares of a Series
whose Shares are divided into Classes, the quotient obtained by dividing the
value of the net assets of that Series allocable to such Class (being the value
of the assets belonging to that Series allocable to such Class less the
liabilities belonging to such Class) by the total number of Shares of such Class
outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.
10. "Series" refers to series of Shares shares of the Trust established and
designated under or in accordance with the == ====== provisions of Article
FOURTH.
9 11. "Shareholder" means a record owner of Shares of the Trust. ==
10 12. "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Series or Class of the Trust (as the
context may require) shall be divided from time to time and includes fractions
of Shares as well as whole Shares.
11. The 13. "Trust" refers to the Massachusetts business trust created by
this Declaration of Trust, as amended or === restated from time to time.
12 14. "Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the time
being in office as such trustees.
ARTICLE THIRD - PURPOSE OF TRUST
============= ================
THIRD: The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are as
follows:
1. To hold, invest or reinvest its funds, and in connection therewith
to hold part or all of its funds in cash, and to purchase or otherwise acquire,
hold for investment or otherwise, sell, lend, pledge, mortgage, write options
on, lease, sell short, assign, negotiate, transfer, exchange or otherwise
dispose of or turn to account or realize upon, securities (which term
"securities" shall for the purposes of this Declaration of Trust, without
limitation of the generality thereof, be deemed to include any stocks, shares,
bonds, financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or in any
property or assets) created or issued by any issuer (which term "issuer" shall
for the purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any persons, firms, associations,
corporations, syndicates, business trusts, partnerships, investment companies,
combinations, organizations, governments, or subdivisions thereof) and in
financial instruments (whether they are considered as securities or
commodities); and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to do any
and all acts and things for the preservation, protection, improvement and
enhancement in value of any or all such securities or financial instruments.
2. To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and by the
Trust's fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and amounts
and on such terms and conditions, for such purposes and for such amount or kind
of consideration (including without limitation thereto, securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, redeem or cancel its Shares, or to classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any Series or
Class into one or more Series or Classes that may have been established and
designated from time to time, all without the vote or consent of the
Shareholders of the Trust, in any manner and to the extent now or hereafter
permitted by this Declaration of Trust.
5. To conduct its business in all its branches at one or more offices
in New York, Colorado and elsewhere in any part of the world, without
restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any stock securities or other instruments of, or share of
interest in, any issuer, and in connection therewith to or make or enter into
such deeds or contracts with any issuers and to do such acts and things and to
exercise such powers, as a natural person could lawfully make, enter into, do or
exercise.
7. To do any and all such further acts and things and to exercise any
and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of this Declaration
of Trust, and shall each be regarded as independent and construed as powers as
well as objects and purposes, and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Trust now or hereafter conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state, territory, district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.
ARTICLE FOURTH - SHARES:
=======------- ========
1. The beneficial interest in the Trust shall be divided into Shares,
all without with $.001 par value per share, but the Trustees shall have the
authority from time to time, without obtaining shareholder approval, to create
one or more Series of Shares in addition to the Series specifically established
and designated in part 3 of this Article FOURTH, and to divide the shares of any
Series into two or more Classes pursuant to Part part 2 of this Article FOURTH,
all as they deem necessary or desirable, to establish and designate such Series
and Classes, and to fix and determine the relative rights and preferences as
between the different Series of Shares or Classes of Shares as to right of
redemption and the price, terms and manner of redemption, liabilities and
expenses to be borne by any Series or Class, special and relative rights as to
dividends and other distributions and on liquidation, sinking or purchase fund
provisions, conversion on liquidation, conversion rights, and conditions under
which the several Series or Classes of Shares shall have individual voting
rights or no voting rights. Except as aforesaid established by the Trustees with
respect to such Series or Classes, pursuant to the provisions of this Article
FOURTH, and except as otherwise provided herein, all Shares of the different
Series and Classes of a Series, if any, shall be identical.
(a) The number of authorized Shares and the number of Shares
of each Series and each Class of a Series that may be issued is unlimited, and
the Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split-up), or may reduce the number of issued
Shares of a Series or Class in proportion to the relative net asset value of the
Shares of such Series or Class, all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by the Trustees
shall be fully paid and non-assessable. The Trustees may classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of any Series
into one or more Series or Classes of Series that may be established and
designated from time to time. The Trustees may hold as treasury Shares (of the
same or some other Series), reissue for such consideration and on such terms as
they may determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any
Class of any Series in addition to those that established and designated in part
3 of this Article FOURTH shall be effective with the effectiveness upon either
(i) the execution by a majority of the Trustees of an instrument setting forth
such establishment and designation and the relative rights and preferences of
such Series or such Class of such Series or , whether directly in such
instrument or by reference to, or approval of, another document that sets forth
such relative rights and preferences of the Series or any Class of any Series
including, without limitation, any registration statement of the Trust, (ii)
upon the execution of an instrument in writing by an officer of the Trust
pursuant to the vote of a majority of the Trustees, or (iii) as otherwise
provided in either such instrument. At any time that there are no Shares
outstanding of any particular Series or Class previously established and
designated, the Trustees may by an instrument executed by a majority of their
number or by an officer of the Trust pursuant to a vote of a majority of the
Trustees abolish that Series or Class and the establishment and designation
thereof. Each instrument referred to in this paragraph shall be an amendment to
this Declaration of Trust, and the Trustees may make any such amendment without
shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold and
dispose of Shares of any Series or Class of any Series of the Trust to the same
extent as if such person were not a Trustee, officer or other agent of the
Trust; and the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any such person or any
such organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of Shares of such Series or Class
generally.
2. (a) Classes. The Trustees shall have the exclusive authority from
time to time, without obtaining shareholder approval, to divide the Shares of
any Series into two or more Classes as they deem necessary or desirable, and to
establish and designate such Classes. In such event, each Class of a Series
shall represent interests in the designated Series of the Trust and have such
voting, dividend, liquidation and other rights as may be established and
designated by the Trustees. Expenses and liabilities related directly or
indirectly to the Shares of a Class of a Series may be borne solely by such
Class (as shall be determined by the Trustees) and, as provided in Article
FIFTH, a Class of a Series may have exclusive voting rights with respect to
matters relating solely to such Class this Article FOURTH. The bearing of
expenses and liabilities solely by a Class of Shares of a Series shall be
appropriately reflected (in the manner determined by the Trustees) in the net
asset value, dividend and liquidation rights of the Shares of such Class of a
Series. The division of the Shares of a Series into Classes and the terms and
conditions pursuant to which the Shares of the Classes of a Series will be
issued must be made in compliance with the 1940 Act. No division of Shares of a
Series into Classes shall result in the creation of a Class of Shares having a
preference as to dividends or distributions or a preference in the event of any
liquidation, termination or winding up of the Trust, to the extent such a
preference is prohibited by Section 18 of the 1940 Act as to the Trust. The fact
that a Series shall have initially been established and designated without any
specific establishment or designation of Classes (i.e., that all Shares of such
Series are initially of a single Class), or that a Series shall have more than
one established and designated Class, shall not limit the authority of the
Trustees to establish and designate separate Classes, or one or more additional
Classes, of said Series without approval of the holders of the initial Class
thereof, or previously established and designated Class or Classes thereof.
(b) Class Differences. The relative rights and preferences of
the Classes of any Series may differ in such other respects as the Trustees may
determine to be appropriate in their sole discretion, provided that such
differences are set forth in the instrument establishing and designating such
Classes and executed by a majority of the Trustees (or by an instrument executed
by an officer of the Trust pursuant to a vote of a majority of the Trustees).
The relative rights and preferences of each Class of Shares of
different Classes shall be the same in all respects except that, and unless and
until the Board of Trustees shall determine otherwise: (i) when a vote of
Shareholders is required under this Declaration of Trust or when a meeting of
Shareholders is called by the Board of Trustees, the Shares of a Class shall
vote exclusively on matters that affect that Class only,; (ii) the expenses and
liabilities related to a Class shall be borne solely by such Class (as
determined and allocated to such Class by the Trustees from time to time in a
manner consistent with parts 2 and 3 of this Article FOURTH); and (iii) pursuant
to paragraph part 10 of Article NINTH, the Shares of each Class shall have such
other rights and preferences as are set forth from time to time in the then
-effective Prospectus and/or Statement of Additional Information effective
prospectus and/or statement of additional information relating to the Shares.
Dividends and distributions on one class each Class of Shares may differ from
the dividends and distributions on another any other such Class, and the net
asset value of the Shares of one Class each Class of Shares may differ from the
net asset value of the Shares of another any other such Class.
3. Without limiting the authority of the Trustees set forth in part
parts 1 and 2 of this Article FOURTH to establish and designate any further
Series or Classes of Series, the Trustees hereby divide the single establish one
Series of Shares of the Trust having the same name as the Trust, and said Shares
shall be divided into four Classes, which shall be designated Class A, Class B,
Class C and Class Y. The Shares of that Series and any Shares of any further
Series or Classes In addition to the rights and preferences described in parts 1
and 2 of this Article FOURTH with respect to Series and Classes, the Series and
Classes established hereby shall have the relative rights and preferences
described in this part 3 of this Article FOURTH. The Shares of any Series or
Class that may from time to time be established and designated by the Trustees
shall (unless the Trustees otherwise determine with respect to some further
Series or Classes at the time of establishing and designating the same) have the
following relative rights and preferences:
(a) Assets Belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a particular Series or
any Class thereof, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series (and
may be allocated to any Classes thereof) for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Trust. Such consideration, assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are herein
referred to as "assets belonging to" that Series. In the event that there are
any assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series
(collectively "General Items"), the Trustees shall allocate such General Items
to and among any one or more of the Series established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular Series
shall belong to that Series (and be allocable to any Classes thereof). Each such
allocation by the Trustees shall be conclusive and binding upon the shareholders
of all Series for all purposes. Shareholders of all Series (and any Classes
thereof) for all purposes. No Shareholder or former Shareholder of any Series or
Class shall have a claim on or any right to any assets allocated or belonging to
any other Series or Class.
(b) (1) Liabilities Belonging to Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall be
charged and allocated to the assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or and reserves of the Trust which are not
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves allocated and so charged to each Series
are herein referred to as "liabilities belonging to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.
(2) Liabilities Belonging to a Class. If a Series is divided into more than
one Class, the ----------------------------------- liabilities, expenses, costs,
charges and reserves attributable to a Class shall be charged and allocated to
the Class to which such liabilities, expenses, costs, charges or reserves are
attributable. Any general liabilities, expenses, costs, charges or reserves
belonging to the Series which are not identifiable as belonging to any
particular Class shall be allocated and charged by the Trustees to and among any
one or more of the Classes established and designated from time to time in such
manner and on such basis as the Trustees in their sole discretion deem fair and
equitable. The liabilities, expenses, costs, charges and reserves allocated and
so charged to each Class are herein referred to as "liabilities belonging to"
that Class. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the holders of all
Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that Series
or Class, with such frequency as the Trustees may determine, which may be daily
or otherwise, pursuant to a standing resolution or resolutions adopted only once
or with such frequency as the Trustees may determine, from such of the income
and, capital gains, accrued or realized, and capital and surplus, from the
assets belonging to that Series or Class, , or in the case of a Class, belonging
to such Series and being allocable to such Class, as the Trustees may determine,
after providing for actual and accrued liabilities belonging to such Series or
Class. All dividends and distributions on Shares of a particular Series or Class
shall be distributed pro rata to the Shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by such
Shareholders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and distributions
may be made in cash or Shares of that Series or Class or a combination thereof
as determined by the Trustees or pursuant to any program that the Trustees may
have in effect at the time for the election by each Shareholder of the mode of
the making of such dividend or distribution to that Shareholder. Any such
dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with paragraph part 13 of Article SEVENTH.
Notwithstanding anything in this Declaration of Trust to the contrary, the
Trustees may at any time declare and distribute a dividend of stock or other
property pro rata among the Shareholders of a particular Series or Class at the
date and time of record established for the payment of such dividends or
distributions.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust or any Series or Class thereof, the Shareholders of
each Series and all Classes of each Series that have been established and
designated and are being liquidated and dissolved shall be entitled to receive,
as a Series or Class, when and as declared by the Trustees, the excess of the
assets belonging to that Series or, in the case of a Class, belonging to that
Series and allocable to that Class, over the liabilities belonging to that
Series or Class. Upon the liquidation or dissolution of the Trust or any Series
or Class pursuant to this part 3(d) of this Article FOURTH the Trustees shall
make provisions for the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of the Trust or that Series or Class. The
assets so distributable to the Shareholders of any particular Class or and
Series shall be distributed among such Shareholders in proportion to the number
of Shares of such Class of that Series held by them and recorded on the books of
the Trust relative net asset value of such Shares. The liquidation of the Trust
or any particular Series or Class thereof may be authorized at any time by vote
of a majority of the Trustees or instrument executed by a majority of their
number then in office, provided the Trustees find that it is in the best
interest of the Shareholders of such Series or Class or as otherwise provided in
this Declaration of Trust or the instrument establishing such Series or Class.
The Trustees shall provide written notice to affected shareholders of a
termination effected under this part 3(d) of this Article FOURTH.
(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class or and
Series will be recorded on the Share transfer records of the Trust applicable to
such Series or Class of that Series, as kept by the Trust or by any transfer or
similar agent, as the case may be, only at such times as Shareholders shall have
the right to require the Trust to redeem Shares of such Series or Class of that
Series and at such other times as may be permitted by the Trustees.
(f) Equality. All Shares of each Series Except as provided
herein or in the instrument designating and establishing any Series or Class,
all Shares of a particular Series or Class shall represent an equal
proportionate interest in the assets belonging to that Series, or in the case of
a Class, belonging to that Series and allocable to that Class, (subject to the
liabilities belonging to such that Series or any Class of that Series) Class),
and each Share of any particular Series or Class shall be equal to each other
Share of that Series and Shares of each Class of a Series shall be equal to each
other Share of such or Class; but the provisions of this sentence shall not
restrict any distinctions permissible under this Article FOURTH that may exist
with respect to Shares of a Series or the different Classes of a Series. The
Trustees may from time to time divide or combine the Shares of any particular
Class or Series into a greater or lesser number of Shares of that Class or
Series without thereby changing provided that such division or combination does
not change the proportionate beneficial interest in the assets belonging to that
Class or Series or allocable to that Class or in any way affecting affect the
rights of Shares of any other Class or Series.
(g) Fractions. Any fractional Share of any Class and or
Series, if any such fractional Share is outstanding, shall carry proportionately
all the rights and obligations of a whole Share of that Class and Series,
including those rights and obligations with respect to voting, receipt of
dividends and distributions, redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to provide
whether that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares, (ii)
holders of shares of any Class shall have the right to exchange said Shares into
Shares of one or more other Classes of the same or a different Series, and/or
(iii) the Trust shall have the right to carry out exchanges of the aforesaid
kind, in each case in accordance with such requirements and procedures as may be
established by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each Class
and Series that has been established and designated. No certification certifying
the ownership of Shares need be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Class and Series held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize or determine. Such investments may be in the form of
cash, securities or other property in which the appropriate Series is authorized
to invest, hold or own, valued as provided in part 13, Article SEVENTH. The
Trustees may authorize any distributor, principal underwriter, custodian,
transfer agent or other person to accept orders for the purchase or sale of
Shares that conform to such authorized terms and to reject any purchase or sale
orders for Shares whether or not conforming to such authorized terms.
ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
============= ========================================
FIFTH: The following provisions are hereby adopted with respect to voting
Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to them Shareholders, or removal of
Trustees to the extent and as provided in Article SIXTH, (b) with respect to the
amendment of this Declaration of Trust except where the Trustees are given
authority to amend the Declaration of Trust without shareholder approval, (c) to
the extent and as provided in part 12, Article NINTH, (c) with respect to
transactions with respect to the Trust, a Series or Class as provided in part
4(a), Article NINTH, (d) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust any Series, Class or the Shareholders, and (d)(e)
with respect to those matters relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the By-Laws of the
Trust or any registration statement of the Trust filed with the Commission or
any State, or as the Trustees may consider desirable, and (f) with respect to
any other matter as to which the Trustees, in their sole discretion, shall
submit to the Shareholders.
2. The Trust will not hold shareholder meetings unless required by the 1940
Act, the provisions of this Declaration of Trust, or any other applicable law.
The Trustees may call a meeting of Shareholders. shareholders from time to time.
===============================
3. At all meetings 3. As to each matter submitted to a vote of
Shareholders, each Shareholder shall be entitled to one vote on each matter
submitted to a vote of the Shareholders of the affected Series for each Share
standing in his for each whole Share and to a proportionate fractional vote for
each fractional Share standing in such Shareholder's name on the books of the
Trust on the date, fixed in accordance with the By-Laws, for determination of
Shareholders of the affected Series entitled to vote at such meeting (except, if
the Board so determines, for Shares redeemed prior to the meeting), and each
such Series shall vote separately ("Individual Series Voting"); a Series shall
be deemed to be affected when a vote of the holders of that Series on a matter
is required by the 1940 Act irrespective of the Series thereof or the Class
thereof and all Shares of all Series and Classes shall vote together as a single
Class; provided, however, that (i) as to any matter with respect to which a vote
of Shareholders separate vote of one or more Series or Classes thereof is
required by the 1940 Act or by any applicable law that must be complied with the
provisions of the writing establishing and designating the Series or Class, such
requirements as to a separate vote by Shareholders such Series or Class thereof
shall apply in lieu of Individual Series Voting as described above. If the
shares of a Series shall be divided into Classes as provided in Article FOURTH,
the shares of each Class shall have identical voting rights except that the
Trustees, in their discretion, may provide a Class of a Series with separate
voting rights with respect to matters in which the interests of one class differ
from all Shares of all Series and Classes thereof voting together as a single
Class; and (ii) as to any matter which affects only the interests of one or more
of the other classes and with exclusive voting rights with respect to matters
which relate solely to such Class. If the Shares of any Series shall be divided
into Classes with a Class having separate or exclusive voting rights with
respect to certain matters, the quorum and voting requirements described below
with respect to action to be taken by the Shareholders of the Class of such
Series on such matters shall be applicable only to the Shares of such Class. Any
fractional Share shall carry proportionately all the rights of a whole Share,
including the right to vote and the right to receive dividends. The presence
particular Series or Classes thereof, only the holders of Shares of the one or
more affected Series or Classes thereof shall be entitled to vote, and each such
Series or Class shall vote as a separate Class. All Shares of a Series shall
have identical voting rights, and all Shares of a Class of a Series shall have
identical voting rights. Shares may be voted in person or by proxy of the
holders. Proxies may be given by or on behalf of a Shareholder orally or in
writing or pursuant to any computerized, telephonic, or mechanical data
gathering process.
4. Except as required by the 1940 Act or other applicable law, the presence
in person or by proxy of one-third of the Shares, or of the Shares of any Series
or Class of any Series, outstanding and entitled to vote thereat shall
constitute a quorum at any meeting of the Shareholders or of that Series or
Class, respectively; provided entitled to vote shall be a quorum for the
transaction of business at a Shareholders' meeting, provided, however, that if
any action to be taken by the Shareholders or by of a Series or Class at a
meeting requires an affirmative vote of a majority, or more than a majority, of
the shares Shares outstanding and entitled to vote, then in such event with
respect to voting on that particular issue the presence in person or by proxy of
the holders of a majority of the shares Shares outstanding and entitled to vote
at such a meeting shall constitute a quorum for all purposes. If at any session
of the the transaction of business with respect to such issue. Any number less
than a quorum shall be sufficient for adjournments. If at any meeting of the
Shareholders there shall be less than a quorum present in person or by proxy,
the Shareholders or the Trustees present at such meeting may, or the persons
named as proxies may with respect to those proxies which have been received,
vote to adjourn the same with respect to a particular issue to be voted on, such
meeting may be adjourned, without further notice, with respect to such issue
from time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been lawfully
transacted had the meeting not been adjourned. In the event that a quorum is
present but sufficient votes in favor of the proposal have not been received,
the persons named as proxies may propose one or more adjournments of the meeting
without notice to permit further solicitation of proxies with respect to any
such proposal. All such adjournments will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons names as proxies will vote those proxies
which they are entitled to vote in favor of the proposal, in favor of such an
adjournment, and will vote those proxies required to be voted against the
proposal, against any such adjournment. A vote may be taken on one or more of
the proposals at the meeting prior to any such adjournment if sufficient votes
for its approval have been received and it is otherwise appropriate. be present
with respect to such issue, but voting may take place with respect to issues for
which a quorum is present. Any meeting of Shareholders, whether or not a quorum
is present, may be adjourned with respect to any one or more items of business
for any lawful purpose, provided that no meeting shall be adjourned for more
than six months beyond the originally scheduled date. Any adjourned session or
sessions may be held, within a reasonable time after the date for the original
meeting without the necessity of further notice. A majority of the Shares voted
at a meeting at which a quorum is present shall decide any questions and a
plurality shall elect a Trustee, except when a different vote is required by any
provision of the 1940 Act or other applicable law or by this Declaration of
Trust or By-Laws.
4. Each Shareholder of a Series or Class 5. Each Shareholder, upon request
to the Trust in proper form determined by the Trust, shall be entitled to
require the Trust to redeem from the net assets of that Series or Class all or
part of the Shares of such Series or and Class standing in the name of such
Shareholder. The method of computing such net asset value, the time at which
such net asset value shall be computed and the time within which the Trust shall
make payment therefor, shall be determined as hereinafter provided in Article
SEVENTH of this Declaration of Trust. Notwithstanding the foregoing, the
Trustees, when permitted or required to do so by the 1940 Act, may suspend the
right of the Shareholders to require the Trust to redeem Shares.
5 6. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any security Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may determine.
6 7. All persons who shall acquire Shares shall acquire the same subject to
the provisions of the Declaration of Trust. =
8. Cumulative voting for the election of Trustees shall not be allowed.
ARTICLE SIXTH - THE TRUSTEES SIXTH:
============= ============
1. The persons who shall act as initial Trustees until the first
meeting or until their successors are duly chosen and qualify are the initial
trustees executing this Declaration of Trust or any counterpart thereof.
However, the By-Laws of the Trust may fix the number of Trustees at a number
greater or lesser than the number of initial Trustees and may authorize the
Trustees to increase or decrease the number of Trustees, to fill any vacancies
on the Board which may occur for any reason including any vacancies created by
any such increase in the number of Trustees, to set and alter the terms of
office of the Trustees and to lengthen or lessen their own terms of office or
make their terms of office of indefinite duration, all subject to the 1940 Act,
as amended from time to time, and to this Article SIXTH. Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative vote of the holders of two-thirds of
the outstanding Shares, present in person or by proxy at any meeting of
Shareholders called for such purpose; such a meeting shall be called by the
Trustees when requested in writing to do so by the record holders of not less
than ten per centum of the outstanding Shares. A Trustee may also be removed by
the Board of Trustees, as provided in the By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses of
all Shareholders as recorded on the books of the Trust, upon receipt of the
request in writing signed by not less than ten Shareholders (who have been
shareholders for at least six months) holding in the aggregate shares of the
Trust valued at not less than $25,000 at current offering price (as defined in
the Trust's then effective Prospectus and/or Statement of Additional Information
) relating to the Shares under the Securities Act of 1933, as amended from time
to time) or holding not less than 1% in amount of the entire amount of Shares
issued and outstanding; such request must state that such Shareholders wish to
communicate with other shareholders Shareholders with a view to obtaining
signatures to a request for a meeting to take action pursuant to part 2 of this
Article SIXTH and be accompanied by a form of communication to the Shareholders.
The Trustees may, in their discretion, satisfy their obligation under this part
3 by either making available the Shareholder list to such Shareholders at the
principal offices of the Trust, or at the offices of the Trust's transfer agent,
during regular business hours, or by mailing a copy of such communication and
form of request, at the expense of such requesting Shareholders, to all other
Shareholders, and the Trustees may also take such other action as may be
permitted under Section 16(c) of the 1940 Act.
4. The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section 16(c) of
the 1940 Act and, if an exemptive order or orders are issued by the Commission,
such order or orders shall be deemed part of said Section 16(c) for the purposes
of parts 2 and 3 of this Article SIXTH ARTICLE SEVENTH - POWERS OF TRUSTEES
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Trust, the Trustees and the
Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest in the
new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not operate to annul the
Trust or to revoke any existing agency created or terminate the Trust or any
Series but the Trust shall continue in full force and effect pursuant to the
terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of beneficial interest in the Trust, any authority, power or right
whatsoever to transact business for or on behalf of the Trust, or on behalf of
the Trustees, in connection with the property or assets of the Trust, or in any
part thereof.
4. The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute, and to
authorize the officers and agents of the Trust to make and execute, any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Except as otherwise provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to Trust investments, but shall
have full authority and power to make any and all investments which they, in
their uncontrolled discretion and to the same extent as if the Trustees were the
sole owners of the assets of the Trust and the business in their own right,
shall deem proper to accomplish the purpose of this Trust. Subject to any
applicable limitation in this Declaration of Trust or by the By-Laws of the
Trust, and in addition to the powers otherwise granted herein, the Trustees
shall have power and authority:
(a) to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust, including meetings
of the Shareholders and Trustees, and other related matters, and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;
(b) to elect and remove such officers and appoint and
terminate such officers as they consider appropriate with or without cause, and
to appoint and terminate agents and consultants and hire and terminate
employees, any one or more of the foregoing of whom may be a Trustee, and may
provide for the compensation of all of the foregoing; to appoint and designate
from among the Trustees or other qualified persons such committees as the
Trustees may determine and to terminate any such committee and remove any member
of such committee;;
(c) to employ a bank or trust company(c) to employ as
custodian of any assets of the Trust one or more banks, trust companies,
companies that are members of a national securities exchange, or any other
entity qualified and eligible to act as a custodian under the 1940 Act, as
modified by or interepreted by any applicable order or orders of the Commission
or any rules or regulations adopted or intrepretive releases of the Commission
thereunder, subject to any conditions set forth in this Declaration of Trust or
in the By-Laws, and may authorize such depository or custodian to employ
subcustodians or agents;;
(d) To retain a transfer agent(d) to retain one or more transfer agents and
shareholder servicing agent, or both; agents, or both, and may authorize such
transfer agents or servicing agents to employ sub-agents;
(e) To(e) to provide for the distribution of Shares either through a
principal underwriter or the Trust === == itself or both or otherwise;
============
(f) To to set record dates by resolution of the Trustees or in the manner
provided for in the By-Laws of the == =================================== Trust;
(g) to delegate such authority as they consider desirable to any officers
of the Trust and to any agent investment adviser, manager, custodian or
underwriter, or other agent or independent contractor;
(h) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver powers of attorney to or otherwise authorize by standing
policies adopted by the Trustees, such person or persons as the Trustees shall
deem proper, granting to such person or persons such power and discretion with
relation to securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities held in trust hereunder;
(j) to hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, either in its own name
or in the name of a custodian, subcustodian or a nominee or nominees, subject in
either case to proper safeguards according to the usual practice of
Massachusetts business trusts or investment companies; or otherwise;
(k) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust; or instrument held
in the Trust;
(l)(l) to join with other holders of any security or instrument in acting
through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security or instrument with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to them such
power and authority with relation to any security (whether or not so deposited
or transferred) as the Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;
(m) to sue or be sued in the name of the Trust; ===
===========================================
(n) to compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy === including, but not limited
to, claims for taxes; (m) to make, (o) to make, by resolutions adopted by the
Trustees or in the manner provided in the By-Laws, distributions of income and
of capital gains and capital surplus to Shareholders; to Shareholders;
(n) to borrow money (p) to borrow money and to pledge, mortgage or
hypothecate the assets of the Trust or any part thereof, to the extent and in
the manner permitted by the 1940 Act and the Trust's fundamental policy
thereunder as to borrowing;;
(o)(q) to enter into investment advisory or management contracts, subject
to the 1940 Act, with any one or more corporations, partnerships, trusts,
associations or other persons or entities; and;
(p)(r) to make loans of cash and/or securities or other assets of the
Trust; === =====================================================================
(s) to change the name of the Trust or any Class or Series of the Trust as
they consider appropriate without prior shareholder approval. ;
(t) to establish officers' and Trustees' fees or compensation and fees or
compensation for committees of the Trustees to be paid by the Trust or each
Series thereof in such manner and amount as the Trustees may determine;
(u) to invest all or any portion of the Trust's assets in any one or more
registered investment companies, including investment by means of transfer of
such assets in exchange for an interest or interests in such investment company
or investment companies or by any other means approved by the Trustees;
(v) to determine whether a minimum and/or maximum value should apply to
accounts holding shares, to fix such values and establish the procedures to
cause the involuntary redemption of accounts that do not satisfy such criteria;
and
(w) to enter into joint ventures, general or limited partnerships and any
other combinations or associations; ===
================================================================================
(x) to endorse or guarantee the payment of any notes or other obligations
of any person; to make contracts of ===
================================================================================
guaranty or suretyship, or otherwise assume liability for payment thereof;
==========================================================================
(y) to purchase and pay for entirely out of Trust property such insurance
and/or bonding as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the assets
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, consultants, investment advisers, managers,
administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability;
(z) to pay pensions for faithful service, as deemed appropriate by the
Trustees, and to adopt, establish and carry out pension, profit-sharing, share
bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;
(aa) to adopt on behalf of the Trust or any Series with respect to any
Class thereof a plan of distribution and related agreements thereto pursuant to
the terms of Rule 12b-1 of the 1940 Act and to make payments from the assets of
the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;
(bb) to operate as and carry on the business of an investment company and
to exercise all the powers necessary ====
================================================================================
and appropriate to the conduct of such operations;
==================================================
(cc) to issue, sell, repurchase, redeem, retire, cancel,
acquire, hold, resell, reissue, dispose of, and otherwise deal in Shares and,
subject to the provisions set forth in Article FOURTH and part 4, Article FIFTH,
to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust, or the particular
Series of the Trust, with respect to which such Shares are issued;
(dd) in general to carry on any other business in connection
with or incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power hereinbefore set forth, either alone
or in association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objectives and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Series and not an action in an
individual capacity.
5. No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
6. (a) The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of money
or assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or otherwise. There
is hereby expressly disclaimed shareholder liability for the acts and
obligations of the Trust. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust shall include
a recitation limiting the obligation represented thereby to the Trust and its
assets (but the omission of such recitation shall not operate to bind any
Shareholder). This paragraph shall not limit the right of the Trustees to assert
claims against any shareholder based upon the acts or omissions of such
shareholder or for any other reason.
(b) Whenever this Declaration of Trust calls for or permits any action to
be taken by the Trustees hereunder, such action shall mean that taken by the
Board of Trustees by vote of the majority of a quorum of Trustees as set forth
from time to time in the By-Laws of the Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such additional
powers as are reasonably implied from the powers herein contained such as may be
necessary or convenient in the conduct of any business or enterprise of the
Trust, to do and perform anything necessary, suitable, or proper for the
accomplishment of any of the purposes, or the attainment of any one or more of
the objects, herein enumerated, or which shall at any time appear conducive to
or expedient for the protection or benefit of the Trust, and to do and perform
all other acts and things necessary or incidental to the purposes herein before
set forth, or that may be deemed necessary by the Trustees. Without limiting the
generality of the foregoing, except as otherwise provided herein or in the 1940
Act, the Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to trust investments, but shall have full authority
and power to make any and all investments that they, in their discretion, shall
deem proper to accomplish the purpose of this Trust.
(d) The Trustees shall have the power, to the extent not inconsistent with
the 1940 Act, to determine conclusively whether any moneys, securities, or other
properties of the Trust are, for the purposes of this Trust, to be considered as
capital or income and in what manner any expenses or disbursements are to be
borne as between capital and income whether or not in the absence of this
provision such moneys, securities, or other properties would be regarded as
capital or income and whether or not in the absence of this provision such
expenses or disbursements would ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class of Trustee
shall be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting of Trustees and
thereafter for a period shorter than the interval between meetings of Trustees
or for a period longer than five years, and the term of office of at least one
class shall expire each year.
8. The Shareholders shall, for any lawful purpose, have the right to
inspect the records, documents, accounts and books of the Trust, subject to
reasonable regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by any committee
of the Trustees the Shareholders or otherwise, may be removed at any time, with
or without cause, by vote of the Trustees.
10. The Trustees shall have power to hold their meetings, to have an
office or offices and, subject to the provisions of the laws of Massachusetts,
to keep the books of the Trust outside of said Commonwealth at such places as
may from time to time be designated by them. Action may be taken by the Trustees
without a meeting by unanimous written consent or by telephone or similar method
of communication.
11. Securities held by the Trust shall be voted in person or by proxy
by the President or a Vice-President, or such officer or officers of the Trust
or such other agent of the Trust as the Trustees shall designate or otherwise
authorize by standing policies adopted by the Trustees for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as otherwise
ordered by vote of the holders of a majority of the Shares outstanding and
entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee, officer
or employee, individually, or any partnership of which any Trustee, officer or
employee may be a member, or any corporation or association or entity of which
any Trustee, officer or employee may be an officer, partner, director, trustee,
employee, member or stockholder, or otherwise may have an interest, may be a
party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the Trust, and in the absence of fraud no contract or other
transaction shall be thereby affected or invalidated; provided that in such case
a Trustee, officer or employee or a partnership, corporation or association or
entity of which a Trustee, officer or employee is a member, officer, director,
trustee, employee or stockholder is so interested, such fact shall be disclosed
or shall have been known to the Trustees including those Trustees who are not so
interested and who are neither "interested" nor "affiliated" persons as those
terms are defined in the 1940 Act, or a majority thereof; and any Trustee who is
so interested, or who is also a director, officer, partner, trustee, employee or
stockholder of such other corporation or a member of such partnership or
association which is so interested, may be counted in determining the existence
of a quorum at any meeting of the Trustees which shall authorize any such
contract or transaction, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he or she were not such director,
officer, trustee, employee, member or stockholder of such other trust or
corporation or association or a member of a partnership or entity were not so
interested.
(b) Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do business
with any manager or investment adviser for the Trust and/or principal
underwriter of the Shares of the Trust or any subsidiary or affiliate of any
such manager or investment adviser and/or principal underwriter and may permit
any such firm or corporation to enter into any contracts or other arrangements
with any other firm or corporation relating to the Trust notwithstanding that
the Trustees of the Trust may be composed in part of partners, directors,
officers or employees of any such firm or corporation, and officers of the Trust
may have been or may be or become partners, directors, officers or employees of
any such firm or corporation, and in the absence of fraud the Trust and any such
firm or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or officer of
the Trust be liable to the Trust or to any Shareholder or creditor thereof or to
any other person for any loss incurred by it or him or her solely because of the
existence of any such contract or transaction; provided that nothing herein
shall protect any director or officer of the Trust against any liability to the
Trust trust or to its security holders to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
(c) As used in this paragraph the following terms shall have the meanings
set forth below:
(i) the term "indemnitee" shall mean any present or former Trustee, officer
or employee of the Trust, including without limitation any present or former
Trustee, officer or employee of the Trust who serves at the request of the Trust
and for the benefit of the Trust as an officer or trustee of another trust or
corporation partner, Director or officer of another trust, partnership,
corporation or association whose securities are or were owned by the Trust or of
which the Trust is or was a creditor and who served or serves in such capacity
at the request of the Trust, and the heirs, executors, administrators,
successors and assigns of any of the foregoing; however, whenever conduct by an
indemnitee is referred to, the conduct shall be that of the original indemnitee
rather than that of the heir, executor, administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which an indemnitee is or was a party or is threatened to be
made a party by reason of the fact or facts under which he or she or it is an
indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by an indemnitee in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to any covered
proceeding and as to any indemnitee, an adverse determination as to the
indemnitee whether by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of disabling
conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such indemnitee,
such indemnification by the Trust to be to the fullest extent now or
hereafter permitted by any applicable law unless the By-Laws laws limit or
restrict the indemnification to which any indemnitee may be entitled. The
Board of Trustees may adopt by-law provisions to implement subparagraphs
(c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right of the Trust
and/or any indemnitee to acquire and pay for any insurance covering any or
all indemnities to the extent permitted by applicable law or to affect any
other indemnification rights to which any indemnitee may be entitled to the
extent permitted by applicable law. Such rights to indemnification shall
not, except as otherwise provided by law, be deemed exclusive of any other
rights to which such indemnitee may be entitled under any statute, By-Laws
Law, contract or otherwise.
(g) Nothing herein shall be deemed to affect the right of the Trust
and/or any indemnitee to acquire and pay for any insurance covering any or
all indemnitees to the extent permitted by the 1940 Act or to affect any
other indemnification rights to which any indemnitee may be entitled to the
extent permitted by the 1940 Act.
13. For purposes of the computation of net asset value, as in this
Declaration of Trust referred to, the following rules shall apply:
(a) The net asset value per Share of any Series, as of the time of
valuation on any day, shall be the quotient obtained by dividing the value, as
at such time, of the net assets of that Series (i.e., the value of the assets of
that Series less its liabilities exclusive of its surplus) by the total number
of Shares of that Series outstanding at such time. The assets and liabilities of
any Series shall be determined in accordance with generally accepted accounting
principles, provided, however, that in determining the liabilities of any Series
there shall be included such reserves as may be authorized or approved by the
Trustees, and provided further that in connection with the accrual of any fee or
refund payable to or by an investment advisor of the Trust for such Series, the
amount of which accrual is not definitely determinable as of any time at which
the net asset value of each Share of that Series is being determined due to the
contingent nature of such fee or refund, the Trustees are authorized to
establish from time to time formulae for such accrual, on the basis of the
contingencies in question to the date of such determination, or on such other
basis as the Trustees may establish.
(1) Shares of a Series to be issued shall be deemed to be outstanding
as of the time of the determination of the net asset value per Share applicable
to such issuance and the net price thereof shall be deemed to be an asset of
that Series;
(2) Shares of a Series to be redeemed by the Trust shall be deemed to
be outstanding until the time of the determination of the net asset value
applicable to such redemption, and thereupon, and until paid, the redemption
price thereof shall be deemed to be a liability of that Series; and
(3) Shares of a Series voluntarily purchased or contracted to be
purchased by the Trust pursuant to the provisions of paragraph 4 of Article
FIFTH shall be deemed to be outstanding until whichever is the later of (i) the
time of the making of such purchase or contract of purchase, and (ii) the time
at which the purchase price is determined, and thereupon, and until paid, the
purchase price thereof shall be deemed to be a liability of that Series.
(b) 13. The Trustees are empowered, in their absolute discretion, to
establish other the bases or times, or both, for determining the net asset value
per Share of any Class and Series or Class in accordance with the 1940 Act and
to authorize the voluntary purchase by any Class and Series or Class, either
directly or through an agent, of Shares of any Class and Series or Class upon
such terms and conditions and for such consideration as the Trustees shall deem
advisable in accordance with any such provision, rule or regulation the 1940
Act.
14. Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional documentation that may be reasonably be required by the Trust or
its transfer agent to evidence the authority of the tenderor to make such
requests request, plus any period of time during which the right of the holders
of the shares of such Class of that Series to require the Trust to redeem such
shares has been suspended. Any such payment may be made in portfolio securities
of such Class of that Series and/or in cash, as the Trustees shall deem
advisable, and no Shareholder shall have a right, other than as determined by
the Trustees, to have Shares redeemed in kind.
15. The Trust shall have the right, at any time and, without prior
notice to the Shareholder, to redeem Shares of the Class and Series held by such
a Shareholder held in any account registered in the name of such Shareholder for
its current net asset value, if and to the extent for any reason, including, but
not limited to, (i) the determination that such redemption is necessary to
reimburse either that Series or Class of the Trust or the distributor (i.e.,
principal underwriter) of the Shares for any loss either has sustained by reason
of the failure of such Shareholder to make timely and good payment for Shares
purchased or subscribed for by such Shareholder, regardless of whether such
Shareholder was a Shareholder at the time of such purchase or subscription, (ii)
the failure of a Shareholder to supply a tax identification number if required
to do so, (iii) the failure of a Shareholder to pay when due for the purchase of
Shares issued to him and subject to and upon such terms and conditions as the
Trustees may from time to time prescribe, (iv) pursuant to authorization by a
Shareholder to pay fees or make other payments to one or more third parties,
including, without limitation, any affiliate of the investment adviser of the
Trust or any Series thereof, or (v) if the aggregate net asset value of all
Shares of such Shareholder (taken at cost or value, as determined by the Board)
has been reduced below an amount established by the Board of Trustees from time
to time as the minimum amount required to be maintained by Shareholders..
EIGHTH: ARTICLE EIGHTH - LICENSE
The name "Oppenheimer" included in the name of the Trust and of any
Series shall be used pursuant to a royalty-free, non-exclusive license from
OppenheimerFunds, Inc. ("OFI"), incidental to and as part of an any one or more
advisory, management or supervisory contract contracts which may be entered into
by the Trust with OFI. Such license shall allow OFI to inspect and subject to
the control of the Board of Trustees to control the nature and quality of
services offered by the Trust under such name. The license may be terminated by
OFI upon termination of such advisory, management or supervisory contract
contracts or without cause upon 60 days' written notice, in which case neither
the Trust nor any Series or Class shall have any further right to use the name
"Oppenheimer" in its name or otherwise and the Trust, the Shareholders and its
officers and Trustees shall promptly take whatever action may be necessary to
change its name and the names of any Series or Classes accordingly.
ARTICLE NINTH - MISCELLANEOUS:
=======------ ===============
1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or the Shareholder's Shareholders' heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the Trust estate to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust shall, upon request by the
Shareholder, assume the defense of any such claim made against any Shareholder
for any act or obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust is created hereby and
not a partnership is created hereby, joint stock association, corporation,
bailment, or any other form of a legal relationship other than a trust, as
contemplated in Massachusetts General Laws Chapter 182. No individual Trustee
hereunder shall have any power to bind the Trust, unless so authorized by the
Trustees, or to personally bind the Trust's officers or any Shareholder. All
persons extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to the
assets of the Trust appropriate Series for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the Trustees,
nor any of their agents, whether past, present or future, shall be personally
liable therefor; notice of such disclaimer and agreement thereto shall be given
in each agreement, obligation or instrument entered into or executed by the
Trust or the Trustees. There is hereby expressly disclaimed Shareholder and
Trustee liability for the acts and obligations of the Trust. Nothing in this
Declaration of Trust shall protect a Trustee or officer against any liability to
which such Trustee or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee or of such officer hereunder.
3. The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the provisions
of paragraph part 2 of this Article NINTH, the Trustees shall not be liable for
errors of judgment or mistakes of fact or law. The Subject to the foregoing, (a)
Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, consultant, adviser, administrator,
distributor or principal underwriter, custodian or transfer, dividend
disbursing, Shareholder servicing or accounting agent of the Trust, nor shall
any Trustee be responsible for the act or omission of any other Trustee; (b) the
Trustees may take advice of counsel or other experts with respect to the meaning
and operations of this Declaration of Trust, applicable laws, contracts,
obligations, transactions or any other business the Trust may enter into, and
subject to the provisions of paragraph part 2 of this Article NINTH, shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice; and (c) in discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the books of
account of the Trust and upon written reports made to the Trustees by any
officer appointed by them, any independent public accountant, and (with respect
to the subject matter of the contract involved) any officer, partner or
responsible employee of a party who has been appointed by the Trustees or with
whom the Trust has entered into a contract pursuant to Article SEVENTH. The
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
4. This Trust shall continue without limitation of time but subject to
the provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.
(a) The Trustees, with the favorable vote of the holders of a majority
as defined in the 1940 Act, of the outstanding Shares of any one or more Series
entitled to vote and (b) of this part 4.
(a) Subject to applicable Federal and State law, and except as otherwise
provided in part 5 of this Article NINTH, the Trustees, with the Majority Vote
of Shareholders of an affected Series or Class, may sell and convey all or
substantially all the assets of that Series or Class (which sale may be subject
to the retention of assets for the payment of liabilities and expenses ) to
another issuer and may be in the form of a statutory merger to the extent
permitted by applicable law) to another issuer or to another Series or Class of
the Trust for a consideration which may be or include securities of such issuer
or may merge or consolidate with any other corporation, association, trust, or
other organization or may sell, lease, or exchange all or a portion of the Trust
property or Trust property allocated or belonging to such Series or Class, upon
such terms and conditions and for such consideration when and as authorized by
such vote. Such transactions may be effected through share-for-share exchanges,
transfers or sale of assets, shareholder in-kind redemptions and purchases,
exchange offers, or any other method approved by the Trustees. Upon making
provision for the payment of liabilities, by assumption by such issuer or
otherwise, the Trustees shall distribute the remaining proceeds ratably among
the holders of the outstanding Shares of the Series or Class, the assets of
which have been so transferred, in proportion to the relative net asset value of
such Shares..
(b) The Trustees, with the favorable vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding Shares of any one or
more Series entitled to vote, may at any time sell and convert into money all
the assets of that Series. Upon making provisions for the payment of all
outstanding obligations, taxes and other liabilities, accrued or contingent, of
that Series, the Trustees shall distribute the remaining assets of that Series
ratably among the holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding Shares of any one or
more Series entitled to vote, may otherwise alter, convert or transfer the
assets of the Series.
(d)(b) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b), and in
subsection (c) where section (a) hereof or pursuant to part 3(d) of Article
FOURTH, as applicable, the Series the assets of which have been so transferred
shall terminate, and if all the assets of the Trust have been so transferred,
the Trust shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and interest of
all parties shall be canceled and discharged.
5. Subject to applicable Federal and state law, the Trustees may
without the vote or consent of Shareholders cause to be organized or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organization, under the laws of any
jurisdiction, to take over all or a portion of the Trust property or all or a
portion of the Trust property allocated or belonging to such Series or Class or
to carry on any business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer the Trust property or the Trust
property allocated or belonging to such Series or Class to any such corporation,
trust, limited liability company, partnership, association, or organization in
exchange for the shares or securities thereof or otherwise, and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with
any such corporation, trust, partnership, limited liability company,
association, or organization or any corporation, partnership, limited liability
company, trust, association, or organization in which the Trust or such Series
or Class holds or is about to acquire shares or any other interest. Subject to
applicable Federal and state law, the Trustees may also cause a merger or
consolidation between the Trust or any successor thereto or any Series or Class
thereof and any such corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be construed
as requiring approval of shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling, conveying, or
transferring the Trust property or a portion of the Trust property to such
organization or entities; provided, however, that the Trustees shall provide
written notice to the affected Shareholders of any transaction whereby, pursuant
to this part 5, Article NINTH, the Trust or any Series or Class thereof sells,
conveys, or transfers all or a substantial portion of its assets to another
entity or merges or consolidates with another entity. Such transactions may be
effected through share-for-share exchanges, transfer or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any other
approved by the Trustees.
6. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental or restated declaration of trust shall be
filed with the Secretary of State the Commonwealth of Massachusetts, as well as
any other governmental office where such filing may from time to ti
me be required. Anyone dealing with the Trust may rely on a certificate
by an officer of the Trust as to whether or not any such supplemental or
restated declarations of trust have been made and as to any matters in
connection with the Trust hereunder, and, with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust to be a copy
of this instrument or of any such supplemental or restated declaration of trust.
In this instrument or in any such supplemental or restated declaration of trust,
references to this instrument, and all expressions like "herein", "hereof" and
"hereunder" shall be deemed to refer to this instrument as amended or affected
by any such supplemental or restated declaration of trust. This instrument may
be executed in any number of counterparts, each of which shall be deemed an
original.
6 7. The Trust set forth in this instrument is created under and is to
be governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption of the
Shares held in any account if the aggregate net asset value of such Shares
(taken at cost or value, as determined by the Board) has been reduced to $500 or
less upon such notice to the shareholder in question, with such permission to
increase the investment in question and upon such other terms and conditions as
may be fixed by the Board of Trustees in accordance with the 1940 Act.
8. In the event that any person advances the organizational expenses of
the Trust, such advances shall become an obligation of the Trust subject to such
terms and conditions as may be fixed by, and on a date fixed by, or determined
with criteria fixed by the Board of Trustees, to be amortized over a period or
periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust under
any authorization to take including action which is required or permitted by the
1940 Act or any other applicable law, such action shall be deemed to have been
properly taken if such action is in accordance with the construction of the 1940
Act or such other applicable law then in effect as expressed in "no action"
letters of the staff of the Commission or any release, rule, regulation or order
under the 1940 Act or any decision of a court of competent jurisdiction,
notwithstanding that any of the foregoing shall later be found to be invalid or
otherwise reversed or modified by any of the foregoing.
10. Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof in
the then effective Prospectus and/or Statement of Additional Information
prospectus and/or statement of additional information relating to the Shares
under the Securities Act of 1933 or in any proxy statement of the Trust rather
than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of Trustees is
permitted or required to place a value on assets of the Trust, such action may
be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.
12. If authorized by vote of the Trustees and, if a vote of Shareholders is
required under this Declaration of Trust, the favorable vote of the holders of a
"majority", as defined in the 1940 Act, of the outstanding Shares entitled to
vote, or by any larger vote which may be required by applicable law in any
particular case, the Trustees shall The Trustee may, without the vote or consent
of the Shareholders, amend or otherwise supplement this instrument, by making
Declaration of Trust by executing or authorizing an officer of the Trust to
execute on their behalf a Restated Declaration of Trust or a Declaration of
Trust supplemental hereto, which thereafter shall form a part hereof; any such
Supplemental or Restated Declaration of Trust may be executed by and on behalf
of the Trust and the Trustees by an officer or officers of the Trust. Amendments
having the purpose of changing the name of the Trust, or any Series or Class of
Shares, or of adding or designating Series or Classes of Series or of supplying
any omission, curing any ambiguity, or curing, correcting or supplementing any
provision that is defective or inconsistent with the 1940 Act or with the
requirements of the Internal Revenue Code and the regulations thereunder for the
Trust's obtaining the most favorable treatment thereunder available to regulated
investment companies or of taking such other actions permitted hereunder without
the necessity of obtaining Shareholder approval or action shall not require
authorization by Shareholder vote., provided, however, that none of the
following amendments shall be effective unless also approved by a Majority Vote
of Shareholders: (i) any amendment to parts 1, 3 and 4, Article FIFTH; (ii) any
amendment to this part 12, Article NINTH; (iii) any amendment to part 1, Article
NINTH; and (iv) any amendment to part 4(a), Article NINTH that would change the
voting rights of Shareholders contained therein. Any amendment required to be
submitted to the Shareholders that, as the Trustees determine, shall affect the
Shareholders of any Series or Class shall, with respect to the Series or Class
so affected, be authorized by vote of the Shareholders of that Series or Class
and no vote of Shareholders of a Series or Class not affected by the amendment
with respect to that Series or Class shall be required. Notwithstanding anything
else herein, any amendment to Article NINTH, part 1 shall not limit the rights
to indemnification or insurance provided therein with respect to action or
omission or indemnities or Shareholder indemnities prior to such amendment.
13. The captions used herein are intended for convenience of reference
only, and shall not modify or affect in any manner the meaning or interpretation
of any of the provisions of this Agreement. As used herein, the singular shall
include the plural, the masculine gender shall include the feminine and neuter,
and the neuter gender shall include the masculine and feminine, unless the
context otherwise requires.
[Remainder of Page Intentionally Left Blank]
Oppenheimer Main Street Small Proxy for Shareholders Meeting To
Cap Fund Be Held September 13, 2000
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
Oppenheimer Main Street Small Proxy For Shareholders Meeting To
Cap Fund Be Held September 13, 2000
The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Main Street Small Board of Trustees, which
Cap Fund (the "Fund"), does hereby recommends a vote FOR the election
Appoint Robert Bishop, Allan Adams and of all nominees for Trustee and FOR
Scott Farrar, and each of them, each Proposal on the reverse side.
as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the
power of substitution, to attend reverse side or FOR if no choice
the Meeting of Shareholders of is indicated.
the Fund to be held September 13, 2000,
at 6803 South Tucson Way,
Englewood, Colorado 80112 at 10:00
A.M., Denver time, and at all
adjournments thereof, and to vote
the shares held in the name of the
undersigned on the record date for
said meeting for the election of
Trustees and on the proposals
specified on the reverse side.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
<PAGE>
Oppenheimer Main Street Small Proxy for Shareholders Meeting
Cap Fund to be held September 13, 2000
Your shareholder Your prompt response can save your Fund money.
vote is important!
Please vote,
sign and mail your proxy
ballot (this card) in the
enclosed postage-paid
envelope today, no matter how
many shares you own. A
majority of the Fund's shares
must be represented in person
or by proxy. Please vote your
proxy so your Fund can avoid
the expense of another
mailing.
Please detach at perforation before mailing.
1. Election of A) W. Armstrong G) R. Kalinowski 1./ / For all nominees
of Trustees B) R. Avis H) C. Kast listed except as marked
(Proposal No. 1) C) G. Bowen I) R. Kirchner to the contrary at left.
D) E. Cameron J) B. Macaskill Instruction: To withhold
E) J. Fossel K) F. W. Marshall authority to vote for
F) S. Freedman L) J. Swain any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority to
vote for all nominees
listed at left.
2. Ratification of selection / / For / / Against / / Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 2)
3. Approval of the Elimination of Certain
Fundamental Restrictions of the Fund
(Proposal No. 3)
a. Eliminate the Fund's fundamental / / For / / Against / / Abstain
investment restriction on investing
in a company for the purpose of acquiring control
b. Eliminate the Fund's fundamental / / For / / Against / / Abstain
investment restriction on investment
of all the Fund's assets in the securities
of a single open-end management investment
company, i.e. master-feeder or fund-of-funds structure
4. Approval of Changes to Certain / / For / / Against / / Abstain
Fundamental Restrictions of the Fund
(Proposal No. 4)
5. Authorization to permit the / / For / / Against / / Abstain
Trustees to adopt an Amended
and Restated Declaration of Trust
(Proposal No. 5)
NOTE: Please sign exactly as your name(s) appear hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
Dated: , 2000
--------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
MSSmallCap_2000Ballot
