OPPENHEIMER MULTICAP VALUE FUND
(the "Fund")
BY-LAWS
ARTICLE I
SHAREHOLDERS
Section 1. Place of Meeting. All meetings of the Shareholders (which
terms as used herein shall, together with all other terms defined in the
Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Trust or at such other place as
may from time to time be designated by the Board of Trustees and stated in
the notice of meting.
Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairman of the Board of Trustees,
if any, or by the President or by the Board of Trustees and shall be called
by the Secretary upon receipt of the request in writing signed by
Shareholders holding not less than one third in amount of the entire number
of Shares issued and outstanding and entitled to vote thereat. Such request
shall state the purpose or purposes of the proposed meeting. In addition,
meetings of the Shareholders shall be called by the Board of Trustees upon
receipt of the request in writing signed by Shareholders that hold in the
aggregate not less than ten percent in amount of the entire number of Shares
issued and outstanding and entitled to vote thereat, stating that the purpose
of the proposed meeting is the removal of a Trustee.
Section 3. Notice of Meetings of Shareholders. Consistent with
applicable law, written or printed notice of every meeting of Shareholders,
stating the time and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary meeting), shall be
given to each Shareholder entitled to vote at such meeting by leaving the
same with each Shareholder at the Shareholder's residence or usual place of
business or by mailing it, postage prepaid and addressed to the Shareholder's
address as it appears upon the books of the Fund. Such notice also may be
delivered by such other means, for example electronic delivery, as consistent
with applicable laws.
No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.
Section 4. Record Dates. Consistent with applicable law, the Board of
Trustees may fix, in advance, a record date for the determination of
Shareholders entitled to notice of and to vote at any meeting of Shareholders
and Shareholders entitled to receive any dividend payment or allotment of
rights, as the case may be. Only Shareholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.
Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the 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 of the Trust (who have been such for at least
six months) holding in the aggregate the lesser of (i) Shares valued at
$25,000 or more at current offering price (as defined in the Trust's
Prospectus), or (ii) one percent in amount of the entire number of shares of
the Trust issued and outstanding; such request must state that such
Shareholders wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting pursuant to Section 2 of
Article I of these By-Laws and accompanied by a form of communication to the
Shareholders. The Board of Trustees may, in its discretion, satisfy its
obligation under this Section 5 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 Shareholders' proposed communication and form of
request, at their expense, to all other Shareholders.
Section 6. Quorum, Adjournment of Meetings. The presence in person or
by proxy of the holders of record of more than 50% of the Shares of the stock
of the Trust issued and outstanding and entitled to vote thereat, shall
constitute a quorum at all meetings of the Shareholders. If at any meeting of
the Shareholders there shall be less than a quorum present, the Shareholders
present at such meeting may, without further notice, adjourn the same 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. This Section 6 may be altered,
amended or repealed only upon the affirmative vote of the holders of the
majority of all the Shares of the Trust at the time outstanding and entitled
to vote.
If a quorum is present but sufficient votes in favor of one or more
proposals have not been received, any of the persons named as proxies or
attorneys-in-fact may propose one or more adjournments of the meeting to
permit further solicitation of proxies with respect to any 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 prior to any such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate.
Section 7. Voting and Inspectors. Consistent with applicable law, at
all meetings of shareholders, 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.
All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each
case at a duly constituted meeting, except as otherwise provided in the
Declaration of Trust or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.
At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten per cent (10%) of the Shares entitled to vote
at such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the
best of their ability, and shall after the election make a certificate of the
result of the vote taken. No candidate for the office of Trustee shall be
appointed such Inspector.
The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten per cent (10%) of the Shares entitled to vote on such election
or matter.
Section 8. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairman of the Board of Trustees,
if any, or if he shall not be present, by the President, or if he shall not
be present, by a Vice-President, or if none of them is present, by a chairman
to be elected at the meeting. The Secretary of the Trust, if present, shall
act as Secretary of such meetings, or if he is not present, an Assistant
Secretary shall so act; if neither the Secretary nor an Assistant Secretary
is present, then the meeting shall elect its secretary.
Section 9. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies, and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed as provided in
Section 7, in which event such inspectors of election shall decide all such
questions.
ARTICLE II
BOARD OF TRUSTEES
Section 1. Number and Tenure of Office. The business and property of
the Trust shall be conducted and managed by a Board of Trustees consisting of
the number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as
otherwise provided herein, hold office until the meeting of Shareholders of
the Trust next succeeding his election or until his successor is duly elected
and qualifies. Trustees need not be Shareholders.
Section 2. Increase or Decrease in Number of Trustees. The Board of
Trustees, by the vote of a majority of the entire Board, may increase the
number of Trustees to a number not exceeding fifteen, and may elect Trustees
to fill the vacancies created by any such increase in the number of Trustees
until the next annual meeting or until their successors are duly elected and
qualify; the Board of Trustees, by the vote of a majority of the entire
Board, may likewise decrease the number of Trustees to a number not less than
three but the tenure of office of any Trustee shall not be affected by any
such decrease. Vacancies occurring other than by reason of any such increase
shall be filled as provided for a Massachusetts business trust. In the event
that after the proxy material has been printed for a meeting of Shareholders
at which Trustees are to be elected and any one or more nominees named in
such proxy material dies or become incapacitated, the authorized number of
Trustees shall be automatically reduced by the number of such nominees,
unless the Board of Trustees prior to the meeting shall otherwise determine.
Section 3. Removal, Resignation and Retirement. A Trustee at any time
may be removed either with or without cause by resolution duly adopted by the
affirmative votes of the holders of two-thirds of the outstanding Shares of
the Trust, present in person or by proxy at any meeting of Shareholders at
which such vote may be taken, provided that a quorum is present. Any Trustee
at any time may be removed for cause by resolution duly adopted at any
meeting of the Board of Trustees provided that notice thereof is contained in
the notice of such meeting and that such resolution is adopted by the vote of
at least two thirds of the Trustees whose removal is not proposed. As used
herein, "for cause" shall mean any cause which under Massachusetts law would
permit the removal of a Trustee of a business trust.
Any Trustee may resign or retire as Trustee by written instrument
signed by him and delivered to the other Trustees or to any officer of the
Trust, and such resignation or retirement shall take effect upon such
delivery or upon such later date as is specified in such instrument and shall
be effective as to the Trust and each Series of the Trust hereunder.
Notwithstanding the foregoing, any and all Trustees shall be subject to the
provisions with respect to mandatory retirement set forth in the Trust's
Retirement Plan for Non-Interested Trustees or Directors adopted by the
Trust, as the same may be amended from time to time.
Section 4. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust outside Massachusetts,
at any office or offices of the Trust or at any other place as they may from
time to time by resolution determine, or, in the case of meetings, as shall
be specified or fixed in the respective notices or waivers of notice thereof.
Section 5. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may
from time to time determine. One such regular meeting during each fiscal year
of the Trust shall be designated an annual meeting of the Board of Trustees.
Section 6. Special Meetings. Special meetings of the Board of Trustees
may be held from time to time upon call of the Chairman of the Board of
Trustees, if any, the President or two or more of the Trustees, by oral or
telegraphic or written notice duly served on or sent or mailed to each
Trustee not less than one day before such meeting. No notice need be given to
any Trustee who attends in person, or to any Trustee who in writing executed
and filed with the records of the meeting either before or after the holding
thereof waives such notice. Such notice or waiver of notice need not state
the purpose or purposes of such meeting.
Section 7. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board
there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the Investment Company Act of 1940 (the
"1940 Act")), a majority of those present may adjourn the meeting from time
to time until a quorum shall have been obtained. The act of the majority of
the Trustees present at any meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by
statute, by the Declaration of Trust, by these By-Laws or by any contract or
agreement to which the Trust is a party.
Section 8. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees
an Executive Committee to consist of such number of Trustees (not less than
three) as the Board may from time to time determine. The Board of Trustees by
such affirmative vote shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee by election from the
Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the Board
of Trustees in the management of the business and affairs of the Trust
(including the power to authorize the seal of the Trust to be affixed to all
papers which may require it) except as provided by law or by any contract or
agreement to which the Trust is a party and except the power to increase or
decrease the size of, or fill vacancies on, the Board, to remove or appoint
executive officers or to dissolve or change the permanent membership of the
Executive Committee, and the power to make or amend the By-Laws of the Trust.
The Executive Committee may fix its own rules of procedure, and may meet when
and as provided by such rules or by resolution of the Board of Trustees, but
in every case the presence of a majority shall be necessary to constitute a
quorum. In the absence of any member of the Executive Committee, the members
thereof present at any meeting, whether or not they constitute a quorum, may
appoint a member of the Board of Trustees to act in the place of such absent
member.
Section 9. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which
shall in each case consist of such number of members (not less than two) and
shall have and may exercise, to the extent permitted by law, such powers as
the Board may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the time and
place of its meetings, unless the Board of Trustees shall otherwise provide.
The Board of Trustees shall have power at any time to change the members and,
to the extent permitted by law, powers of any such committee, to fill
vacancies, and to discharge any such committee.
Section 10. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of
the Board of Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board, or of such committee, as the case may be. Trustees or members of the
Board of Trustees may participate in a meeting by means of a conference
telephone or similar communications equipment; such participation shall,
except as otherwise required by the 1940 Act, have the same effect as
presence in person.
Section 11. Compensation of Trustees. Trustees shall be entitled to
receive such compensation from the Trust for their services as may from time
to time be voted by the Board of Trustees.
Section 12. Dividends. Dividends or distributions payable on the Shares
of any Series may, but need not be, declared by specific resolution of the
Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method of
computation thereof, the method of determining the Shareholders of the Series
to which they are payable and the methods of determining whether and to which
Shareholders they are to be paid in cash or in additional Shares.
ARTICLE III
OFFICERS
Section 1. Executive Officers. The executive officers of the Trust may
include a Chairman of the Board of Trustees, and shall include a President,
one or more Vice Presidents (the number thereof to be determined by the Board
of Trustees), a Secretary and a Treasurer. The Chairman of the Board of
Trustees, if any, shall be selected from among the Trustees. The Board of
Trustees or the Executive Committee may also in its discretion appoint
Assistant Secretaries, Assistant Treasurers, and other officers, agents and
employees, who shall have such authority and perform such duties as the Board
or the Executive Committee may determine. The Board of Trustees may fill any
vacancy which may occur in any office. Any two offices, except those of
President and Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.
Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any
officer may be removed from office at any time with or without cause by the
vote of a majority of the entire Board of Trustees.
Section 3. Powers and Duties. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the Board
of Trustees or the Executive Committee.
ARTICLE IV
SHARES
Section 1. Certificates of Shares. Each Shareholder of any Series of
the Trust may be issued a certificate or certificates for his Shares of that
Series, in such form as the Board of Trustees may from time to time
prescribe, but only if and to the extent and on the conditions described by
the Board.
Section 2. Transfer of Shares. Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in person or by
his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series, duly endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as the Trust
or its agent may reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by the Board of
Trustees.
Section 3. Share Ledgers. The share ledgers of the Trust, containing
the name and address of the Shareholders of each Series and the number of
shares of that Series, held by them respectively, shall be kept at the
principal offices of the Trust or, if the Trust employs a transfer agent, at
the offices of the transfer agent of the Trust.
Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost, stolen
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety
to the Trust and the transfer agent, if any, to indemnify it and such
transfer agent against any and all loss or claims which may arise by reason
of the issue of a new certificate in the place of the one so lost, stolen or
destroyed.
ARTICLE V
SEAL
The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.
ARTICLE VI
FISCAL YEAR
The fiscal year of the Trust shall be fixed by the Board of Trustees.
ARTICLE VII
AMENDMENT OF BY-LAWS
The By-Laws of the Trust may be altered, amended, added to or repealed
by the Shareholders or by majority vote of the entire Board of Trustees, but
any such alteration, amendment, addition or repeal of the By-Laws by action
of the Board of Trustees may be altered or repealed by the Shareholders.
