<PAGE> PAGE 1
000 A000000 12/31/97
000 C000000 0000276195
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 OPPENHEIMER HIGH YIELD FUND
001 B000000 811-2849
001 C000000 3037683200
002 A000000 6803 SOUTH TUCSON WAY
002 B000000 ENGLEWOOD
002 C000000 CO
002 D010000 80112
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
007 C010100 1
007 C010200 2
007 C010300 3
007 C010400 4
007 C010500 5
007 C010600 6
007 C010700 7
007 C010800 8
007 C010900 9
007 C011000 10
008 A000001 OPPENHEIMERFUNDS, INC.
008 B000001 A
008 C000001 801-8253
008 D010001 NEW YORK
008 D020001 NY
008 D030001 10048
008 D040001 0203
011 A000001 OPPENHEIMERFUNDS DISTRIBUTOR, INC.
011 B000001 8-22992
011 C010001 NEW YORK
011 C020001 NY
011 C030001 10048
011 C040001 0203
012 A000001 OPPENHEIMERFUNDS SERVICES
012 B000001 84-1562
012 C010001 DENVER
012 C020001 CO
012 C030001 80217
013 A000001 DELOITTE & TOUCHE LLP
<PAGE> PAGE 2
013 B010001 DENVER
013 B020001 CO
013 B030001 80202
015 A000001 THE BANK OF NEW YORK
015 B000001 C
015 C010001 NEW YORK
015 C020001 NY
015 C030001 10015
015 E010001 X
018 000000 Y
019 A000000 Y
019 B000000 49
019 C000000 OPPENHEIMR
020 A000001 FIRST BOSTON CORP. (THE)
020 B000001 13-5659485
020 C000001 43
020 A000002 PAINEWEBBER, INC.
020 B000002 13-2638166
020 C000002 21
020 A000003 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
020 B000003 13-2741729
020 C000003 8
020 A000004 DEUTSCHE BANK CAPITAL CORP.
020 B000004 FOREIGN
020 C000004 8
020 A000005 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
020 B000005 13-5674085
020 C000005 6
020 A000006 MORGAN STANLLEY & CO., INC.
020 B000006 13-2655998
020 C000006 3
020 A000007 MORGAN (J.P.) SECURITIES, INC.
020 B000007 13-3224016
020 C000007 2
020 A000008 TUCKER, ANTHONY & R.L. DAY, INC.
020 B000008 04-2566229
020 C000008 2
020 A000009 GOLDMAN, SACHS & CO.
020 B000009 13-5108880
020 C000009 1
020 C000010 0
021 000000 97
022 A000001 MORGAN GUARANTY TRUST CO.
022 B000001 13-5123346
022 C000001 1618600
022 D000001 0
022 A000002 GOLDMAN, SACHS & CO.
022 B000002 13-5108880
022 C000002 1462773
022 D000002 94325
022 A000003 ZION FIRST NATIONAL BANK
<PAGE> PAGE 3
022 B000003 87-0189025
022 C000003 1363700
022 D000003 0
022 A000004 FIRST CHICAGO CAPITAL MARKET
022 B000004 36-3595942
022 C000004 893000
022 D000004 0
022 A000005 PAINEWEBBER, INC.
022 B000005 13-2638166
022 C000005 713683
022 D000005 707
022 A000006 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
022 B000006 13-5674085
022 C000006 70038
022 D000006 127560
022 A000007 BEAR SECURITIES CORP.
022 B000007 13-3299429
022 C000007 102475
022 D000007 93752
022 A000008 CHASE MANHATTAN BANK, NA (THE)
022 B000008 13-2633612
022 C000008 113378
022 D000008 82064
022 A000009 DONALDSON, LUFKIN & JENRETTE SECURITIES CORP.
022 B000009 13-2741729
022 C000009 96218
022 D000009 94260
022 A000010 SALOMON BROTHERS, INC.
022 B000010 13-3082694
022 C000010 77078
022 D000010 99732
023 C000000 7180875
023 D000000 1060368
028 A010000 40979
028 A020000 4
028 A030000 0
028 A040000 24667
028 B010000 35355
028 B020000 6556
028 B030000 0
028 B040000 40159
028 C010000 37361
028 C020000 6552
028 C030000 0
028 C040000 26143
028 D010000 49129
028 D020000 6676
028 D030000 0
028 D040000 49299
028 E010000 36556
028 E020000 6664
<PAGE> PAGE 4
028 E030000 0
028 E040000 46543
028 F010000 73944
028 F020000 13508
028 F030000 0
028 F040000 27601
028 G010000 273324
028 G020000 39960
028 G030000 0
028 G040000 214412
028 H000000 70998
029 000000 Y
030 A000000 1464
030 B000000 4.75
030 C000000 0.00
031 A000000 394
031 B000000 0
032 000000 1070
033 000000 0
034 000000 Y
035 000000 508
036 A000000 N
036 B000000 0
037 000000 N
038 000000 0
039 000000 N
040 000000 Y
041 000000 Y
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 100
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 3606
044 000000 0
055 A000000 Y
055 B000000 N
056 000000 N
057 000000 N
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 1.5
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
<PAGE> PAGE 5
062 J000000 0.0
062 K000000 0.0
062 L000000 7.4
062 M000000 0.0
062 N000000 0.6
062 O000000 0.0
062 P000000 74.4
062 Q000000 7.1
062 R000000 6.7
063 A000000 0
063 B000000 8.1
064 A000000 Y
064 B000000 Y
065 000000 N
070 A010000 Y
070 A020000 Y
070 B010000 Y
070 B020000 N
070 C010000 Y
070 C020000 Y
070 D010000 Y
070 D020000 Y
070 E010000 Y
070 E020000 Y
070 F010000 Y
070 F020000 Y
070 G010000 Y
070 G020000 N
070 H010000 Y
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 Y
070 K010000 Y
070 K020000 N
070 L010000 Y
070 L020000 Y
070 M010000 Y
070 M020000 Y
070 N010000 Y
070 N020000 N
070 O010000 N
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 1086729
<PAGE> PAGE 6
071 B000000 1034389
071 C000000 1556155
071 D000000 66
072 A000000 6
072 B000000 76938
072 C000000 2882
072 D000000 0
072 E000000 0
072 F000000 5116
072 G000000 0
072 H000000 0
072 I000000 1035
072 J000000 210
072 K000000 157
072 L000000 71
072 M000000 40
072 N000000 28
072 O000000 0
072 P000000 0
072 Q000000 0
072 R000000 19
072 S000000 16
072 T000000 3606
072 U000000 0
072 V000000 0
072 W000000 22
072 X000000 10320
072 Y000000 0
072 Z000000 69500
072AA000000 59054
072BB000000 37655
072CC010000 20962
072CC020000 0
072DD010000 50715
072DD020000 16714
072EE000000 0
073 A010000 0.6060
073 A020000 0.5515
073 B000000 0.0000
073 C000000 0.0000
074 A000000 0
074 B000000 25500
074 C000000 129004
074 D000000 1423818
074 E000000 85564
074 F000000 19791
074 G000000 0
074 H000000 0
074 I000000 12144
074 J000000 32758
074 K000000 0
<PAGE> PAGE 7
074 L000000 34039
074 M000000 1101
074 N000000 1763719
074 O000000 13378
074 P000000 306
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 14062
074 S000000 0
074 T000000 1735973
074 U010000 85653
074 U020000 32123
074 V010000 14.36
074 V020000 14.25
074 W000000 0.0000
074 X000000 78210
074 Y000000 32546
075 A000000 0
075 B000000 1662962
076 000000 0.00
077 A000000 Y
077 B000000 N
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 Y
077 J000000 N
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A000000 ICI MUTUAL INSURANCE CO.
080 C000000 78000
081 A000000 Y
081 B000000 93
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
<PAGE> PAGE 8
084 B000000 0
085 A000000 Y
085 B000000 N
SIGNATURE GEORGE C. BOWEN
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 276195
<NAME> Oppenheimer High Yield Fund - Class A
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,613,404,019
<INVESTMENTS-AT-VALUE> 1,695,820,685
<RECEIVABLES> 66,797,580
<ASSETS-OTHER> 71,696
<OTHER-ITEMS-ASSETS> 1,029,269
<TOTAL-ASSETS> 1,763,719,230
<PAYABLE-FOR-SECURITIES> 13,377,753
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,368,305
<TOTAL-LIABILITIES> 27,746,058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,838,206,328
<SHARES-COMMON-STOCK> 85,652,559
<SHARES-COMMON-PRIOR> 83,454,351
<ACCUMULATED-NII-CURRENT> 821,611
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (161,750,853)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 58,696,086
<NET-ASSETS> 1,229,900,162
<DIVIDEND-INCOME> 2,881,926
<INTEREST-INCOME> 76,938,475
<OTHER-INCOME> 0
<EXPENSES-NET> 10,320,414
<NET-INVESTMENT-INCOME> 69,499,987
<REALIZED-GAINS-CURRENT> 21,398,959
<APPREC-INCREASE-CURRENT> 20,962,315
<NET-CHANGE-FROM-OPS> 111,861,261
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 50,715,380
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 10,557,227
<NUMBER-OF-SHARES-REDEEMED> 10,517,241
<SHARES-REINVESTED> 2,158,222
<NET-CHANGE-IN-ASSETS> 141,777,624
<ACCUMULATED-NII-PRIOR> 276,928
<ACCUMULATED-GAINS-PRIOR> (183,149,812)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,116,184
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,320,414
<AVERAGE-NET-ASSETS> 1,193,000,000
<PER-SHARE-NAV-BEGIN> 13.98
<PER-SHARE-NII> 0.61
<PER-SHARE-GAIN-APPREC> 0.38
<PER-SHARE-DIVIDEND> 0.61
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.36
<EXPENSE-RATIO> 1.01
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 276195
<NAME> Oppenheimer High Yield Fund - Class B
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,613,404,019
<INVESTMENTS-AT-VALUE> 1,695,820,685
<RECEIVABLES> 66,797,580
<ASSETS-OTHER> 71,696
<OTHER-ITEMS-ASSETS> 1,029,269
<TOTAL-ASSETS> 1,763,719,230
<PAYABLE-FOR-SECURITIES> 13,377,753
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,368,305
<TOTAL-LIABILITIES> 27,746,058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,838,206,328
<SHARES-COMMON-STOCK> 32,123,244
<SHARES-COMMON-PRIOR> 28,573,358
<ACCUMULATED-NII-CURRENT> 821,611
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (161,750,853)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 58,696,086
<NET-ASSETS> 457,701,188
<DIVIDEND-INCOME> 2,881,926
<INTEREST-INCOME> 76,938,475
<OTHER-INCOME> 0
<EXPENSES-NET> 10,320,414
<NET-INVESTMENT-INCOME> 69,499,987
<REALIZED-GAINS-CURRENT> 21,398,959
<APPREC-INCREASE-CURRENT> 20,962,315
<NET-CHANGE-FROM-OPS> 111,861,261
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 16,713,926
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 7,062,185
<NUMBER-OF-SHARES-REDEEMED> 4,089,080
<SHARES-REINVESTED> 576,781
<NET-CHANGE-IN-ASSETS> 141,777,624
<ACCUMULATED-NII-PRIOR> 276,928
<ACCUMULATED-GAINS-PRIOR> (183,149,812)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,116,184
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,320,414
<AVERAGE-NET-ASSETS> 430,000,000
<PER-SHARE-NAV-BEGIN> 13.88
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> 0.37
<PER-SHARE-DIVIDEND> 0.55
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.25
<EXPENSE-RATIO> 1.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 276195
<NAME> Oppenheimer High Yield Fund - Class C
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> JUL-01-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,613,404,019
<INVESTMENTS-AT-VALUE> 1,695,820,685
<RECEIVABLES> 66,797,580
<ASSETS-OTHER> 71,696
<OTHER-ITEMS-ASSETS> 1,029,269
<TOTAL-ASSETS> 1,763,719,230
<PAYABLE-FOR-SECURITIES> 13,377,753
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,368,305
<TOTAL-LIABILITIES> 27,746,058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,838,206,328
<SHARES-COMMON-STOCK> 3,267,060
<SHARES-COMMON-PRIOR> 2,181,030
<ACCUMULATED-NII-CURRENT> 821,611
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (161,750,853)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 58,696,086
<NET-ASSETS> 46,842,032
<DIVIDEND-INCOME> 2,881,926
<INTEREST-INCOME> 76,938,475
<OTHER-INCOME> 0
<EXPENSES-NET> 10,320,414
<NET-INVESTMENT-INCOME> 69,499,987
<REALIZED-GAINS-CURRENT> 21,398,959
<APPREC-INCREASE-CURRENT> 20,962,315
<NET-CHANGE-FROM-OPS> 111,861,261
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,513,594
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,487,540
<NUMBER-OF-SHARES-REDEEMED> 470,481
<SHARES-REINVESTED> 68,971
<NET-CHANGE-IN-ASSETS> 141,777,624
<ACCUMULATED-NII-PRIOR> 276,928
<ACCUMULATED-GAINS-PRIOR> (183,149,812)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,116,184
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,320,414
<AVERAGE-NET-ASSETS> 39,000,000
<PER-SHARE-NAV-BEGIN> 13.97
<PER-SHARE-NII> 0.55
<PER-SHARE-GAIN-APPREC> 0.37
<PER-SHARE-DIVIDEND> 0.55
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.34
<EXPENSE-RATIO> 1.80
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 276195
<NAME> Oppenheimer High Yield Fund - Class Y
<S> <C>
<PERIOD-TYPE> 2-MOS
<FISCAL-YEAR-END> JUN-30-1998
<PERIOD-START> OCT-15-1997
<PERIOD-END> DEC-31-1997
<INVESTMENTS-AT-COST> 1,613,404,019
<INVESTMENTS-AT-VALUE> 1,695,820,685
<RECEIVABLES> 66,797,580
<ASSETS-OTHER> 71,696
<OTHER-ITEMS-ASSETS> 1,029,269
<TOTAL-ASSETS> 1,763,719,230
<PAYABLE-FOR-SECURITIES> 13,377,753
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 14,368,305
<TOTAL-LIABILITIES> 27,746,058
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 1,838,206,328
<SHARES-COMMON-STOCK> 106,669
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 821,611
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (161,750,853)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 58,696,086
<NET-ASSETS> 1,529,790
<DIVIDEND-INCOME> 2,881,926
<INTEREST-INCOME> 76,938,475
<OTHER-INCOME> 0
<EXPENSES-NET> 10,320,414
<NET-INVESTMENT-INCOME> 69,499,987
<REALIZED-GAINS-CURRENT> 21,398,959
<APPREC-INCREASE-CURRENT> 20,962,315
<NET-CHANGE-FROM-OPS> 111,861,261
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 12,404
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 106,864
<NUMBER-OF-SHARES-REDEEMED> 1,072
<SHARES-REINVESTED> 877
<NET-CHANGE-IN-ASSETS> 141,777,624
<ACCUMULATED-NII-PRIOR> 276,928
<ACCUMULATED-GAINS-PRIOR> (183,149,812)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5,116,184
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 10,320,414
<AVERAGE-NET-ASSETS> 1,000,000
<PER-SHARE-NAV-BEGIN> 14.49
<PER-SHARE-NII> 0.27
<PER-SHARE-GAIN-APPREC> (0.17)
<PER-SHARE-DIVIDEND> 0.25
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.00
<PER-SHARE-NAV-END> 14.34
<EXPENSE-RATIO> 1.35
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OPPENHEIMER HIGH YIELD FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of June 24,
1997, by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer High Yield Fund (the
"Trust") as a trust fund under the laws of the Commonwealth of Massachusetts,
for the investment and reinvestment of funds contributed thereto, under a
Declaration of Trust dated August 15, 1986, an Amended and Restated Declaration
of Trust dated April 26, 1993 and an Amended and Restated Declaration of Trust
dated October 25, 1995;
WHEREAS, pursuant to Section 2 of Article FOURTH the Trustees of the
Trust have authorized the issuance of a fourth class of shares which shall be
designated Class Y;
WHEREAS, the Trustees desire to make certain permitted changes to said
Amended and Restated Declaration of Trust pursuant to Section 3 of Article
FOURTH; and
WHEREAS, the Trustees of the Trust have determined to amend and restate
the Trust's Amended and Restated Declaration of Trust pursuant to the provisions
thereof;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and managed
under this Amended and Restated Declaration of Trust IN TRUST as herein set
forth below.
FIRST: This Trust shall be known as OPPENHEIMER HIGH YIELD FUND. The
address of Oppenheimer High Yield Fund is 6803 South Tucson Way, Englewood,
Colorado 80112. The Registered Agent for Service is Massachusetts Mutual Life
Insurance Company, 1295 StateStreet, Springfield, Massachusetts 01111,
Attention: Legal Department.
SECOND: Whenever used herein, unless otherwise required by the context or
specifically provided:
1. All terms used in this Declaration of Trust (defined below) that are
defined in the 1940 Act (defined below) shall have the meanings given to them in
the 1940 Act.
<PAGE>
2. "Board" or "Board of Trustees" or the "Trustees" means the Board of Trustees
of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from time to time.
4. "Class" means a class of a series of Shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" shall mean this Amended and Restated Declaration of
Trust as it may be amended and/or restated from time to time.
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.
8. "Series" refers to series of Shares of the Trust established and designated
under or in accordance with the provisions of Article FOURTH.
9. "Shareholder" means a record owner of Shares of the Trust.
10. "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 "Trust" refers to the Massachusetts business trust created by this
Declaration of Trust, as amended or restated from time to time.
12. "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.
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, 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
<PAGE>
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 of, or share of interest in, any issuer, and in
connection therewith 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,
<PAGE>
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.
FOURTH:
1. The beneficial interest in the Trust shall be divided into Shares,
all without par value, 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 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 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 shall have individual voting rights or no voting
rights. Except as aforesaid, all Shares of the different Series 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), 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 that established and designated in part 3 of
this Article FOURTH shall be effective upon 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 as otherwise provided in such instrument. At any time that there are no
Shares outstanding of any particular Series previously established and
designated, the Trustees may by an instrument executed by a majority of their
number abolish that Series 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.
<PAGE>
(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. The Trustees shall have the 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.
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 relative rights and preferences 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 Article FOURTH); and (iii) pursuant to paragraph 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 relating to the Shares. Dividends and distributions on
one Class may differ from the dividends and distributions on another class, and
the net asset value of the shares of one class may differ from the net asset
value of another class.
3. Without limiting the authority of the Trustees set forth in part 1
of this Article FOURTH to establish and designate any further Series, the
Trustees hereby establish one Series of Shares 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, as follows. The Shares of the
Class outstanding since the inception of the Trust have previously been
designated Class A Shares, the
<PAGE>
Shares of the Class initially issued upon the division of the Shares into two
Classes have previously been designated Class B Shares, the Shares of the Class
initially issued upon the division of the Shares into three classes have
previously been designated Class C Shares and the shares of the Class initially
issued upon the division of the Shares into four classes pursuant to this
Declaration of Trust are hereby designated Class Y shares. The Shares of that
Series and any Shares of any further Series or Classes 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. All consideration received by
the Trust for the issue or sale of Shares of a particular Series, 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 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. Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all purposes.
(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. Any
general liabilities, expenses, costs, charges 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
<PAGE>
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,
capital gains accrued or realized, and capital and surplus, from the assets
belonging to that Series, 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 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 13 of
Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all Classes of
each Series that have been established and designated 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 over the liabilities belonging to that
Series or Class. The assets so distributable to the Shareholders of any
particular Class 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.
(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class and Series
will be recorded on the Share transfer records of the Trust applicable to such
Series or Class of that Series 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.
<PAGE>
(f) Equality. Each Share of a Series shall represent an equal
proportionate interest in the assets belonging to that Series (subject to the
liabilities belonging to such Series or any Class of that Series), and each
Share of any particular Series 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
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
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 the
proportionate beneficial interest in the assets belonging to that Series or
allocable to that Class in any way affecting the rights of Shares of any other
Class or Series.
(g) Fractions. Any fractional Share of any Class and 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
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. 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.
FIFTH: The following provisions are hereby adopted with respect to voting
Shares of the Trust and certain other rights:
<PAGE>
1. The Shareholders shall have the power to vote (a) for the election
of Trustees when that issue is submitted to them, (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 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 or the
Shareholders, and (d) 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.
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 from time to time.
3. Except as herein otherwise provided, at all meetings 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 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;
provided, however, that as to any matter with respect to which a vote of
Shareholders is required by the 1940 Act or by any applicable law that must be
complied with, such requirements as to a vote by Shareholders 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 exclusive voting rights with
respect to matters which relate solely to such Classes. If the Shares of any
Series shall be divided into Classes with a Class having 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 in person or by proxy of the holders 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 however, that if any action to be
taken by the Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in person or
by proxy of the holders of a majority of the shares outstanding and entitled to
vote at such a meeting shall constitute a quorum for all purposes. At a meeting
at which is a quorum is present, a vote of a majority of the quorum shall be
sufficient to transact all business at the meeting, except as otherwise provided
in Article NINTH. If at any meeting of the Shareholders there shall be less than
a quorum present, the Shareholders or the Trustees present at such meeting may,
without further notice, adjourn the same from time to time until a quorum shall
<PAGE>
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.
4. 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 all or part of the Shares of such Series 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. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any 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. All persons who shall acquire Shares shall acquire the same subject to the
provisions of the Declaration of Trust.
7. Cumulative voting for the election of Trustees shall not be allowed.
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 the original Declaration of Trust dated August 15, 1986 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. 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
<PAGE>
shares of the Trust valued at not less than $25,000 at current offering price
(as defined in the 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 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.
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 or
terminate the Trust 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
<PAGE>
with the management of the Trust. 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, 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, 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 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 designate from among the Trustees such committees as the Trustees
may determine, and to terminate any such committee and remove any member of such
committee;
(c) to employ as custodian of any assets of the Trust a bank
or trust company or any other entity qualified and eligible to act as a
custodian, subject to any conditions set forth in this Declaration of Trust or
in the By-Laws;
(d) to retain a transfer agent and shareholder servicing agent, or both;
(e) to provide for the distribution of Shares either through a principal
underwriter or the Trust itself or both;
(f) to set record dates 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, custodian or underwriter;
(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 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 or a nominee or nominees, subject in
either case to proper safeguards according to the usual practice of
Massachusetts business trusts or investment companies;
<PAGE>
(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;
(l) 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, in the manner provided in the By-Laws, distributions of income and
of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted by the 1940 Act
and the Trust's fundamental policy thereunder as to borrowing;
(o) 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;
(p) to change the name of the Trust or any Class or Series of the Trust as they
consider appropriate without prior shareholder approval; and
(q) 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.
(r) to engage, employ or appoint any person or entities to perform any act for
the Trust or the Trustees and to authorize their compensation.
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. 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. There is hereby expressly disclaimed shareholder and Trustee
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 notice and provision limiting the
obligation represented thereby to the Trust and its assets (but the omission of
such notice and provision shall not operate to impose any liability or
obligation on any Shareholder).
<PAGE>
(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.
(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 and thereafter for a
period shorter than the interval between meetings 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 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 the
Shareholders or otherwise, may be removed at any time, with or without cause, in
such lawful manner as may be provided in the By-Laws of the Trust.
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.
<PAGE>
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
as the Trustees shall designate 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 of which any
Trustee, officer or employee may be an officer, partner, director, trustee,
employee 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 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 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 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 or to its security holders to which he 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 office.
(c) As used in this paragraph the following terms shall have the meanings set
forth below:
<PAGE>
(i) the term "indemnitee" shall mean any present or former Trustee,
officer or employee of the Trust, any present or former Trustee, 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 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, if a
determination has been made that the indemnitee was not liable by reason of
disabling conduct by (i) a final decision on the merits of the court or other
body before which the covered proceeding was brought; or (ii) in the absence of
such decision, a reasonable determination, based on a review of the facts, by
either (a) the vote of a majority of a quorum of Trustees who are neither
"interested persons," as defined in the 1940 Act nor parties to the covered
proceedings, or (b) an independent legal counsel in a written opinion; provided
that such Trustees or counsel, in reaching such determination, may but need not
presume the absence of disabling conduct on the part of the indemnitee by reason
of the manner in which the covered proceeding was terminated.
(f) Covered expenses incurred by an indemnitee in connection with a covered
proceeding shall be advanced by the Trust to an indemnitee prior to the final
disposition of a covered
<PAGE>
proceeding upon the request of the indemnitee for such advance and the
undertaking by or on behalf of the indemnitee to repay the advance unless it is
ultimately determined that the indemnitee is entitled to indemnification
hereunder, but only if one or more of the following is the case: (i) the
indemnitee shall provide a security for such undertaking; (ii) the Trust shall
be insured against losses arising out of any lawful advances; or (iii) there
shall have been a determination, based on a review of the readily available
facts (as opposed to a full trial-type inquiry) that there is a reason to
believe that the indemnitee ultimately will be found entitled to indemnification
by either independent legal counsel in a written opinion or by the vote of a
majority of a quorum of trustees who are neither "interested persons" as defined
in the 1940 Act nor parties to the covered proceeding.
(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. The Trustees are empowered, in their absolute discretion, to
establish bases or times, or both, for determining the net asset value per Share
of any Class and Series in accordance with the 1940 Act and to authorize the
voluntary purchase by any Class and Series, either directly or through an agent,
of Shares of any Class and Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with 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 required by the Trust or its
transfer agent to evidence the authority of the tenderor to make such 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
Shareholder held in any account registered in the name of such Shareholder for
its current net asset value, if and to the extent 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, subject to and upon such terms and conditions as the Trustees may
from time to time prescribe.
EIGHTH: 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"),
<PAGE>
incidental to and as part of any one or more advisory, management or supervisory
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 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.
NINTH:
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 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 and not a partnership
is created hereby. No individual Trustee hereunder shall have any power to bind
the Trust, 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 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 shall be
given in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. Nothing in this Declaration of Trust shall protect a
Trustee against any liability to which such Trustee 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
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 2 of this Article NINTH, the Trustees shall not be liable for
errors of judgment or mistakes of fact or law. 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 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.
The Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
<PAGE>
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 of the outstanding voting securities, as defined in the 1940 Act, of
any one or more Series entitled to vote, may sell and convey the assets of that
Series (which sale may be subject to the retention of assets for the payment of
liabilities and expenses) to another issuer for a consideration which may be or
include securities of such issuer. 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 the assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders of a
majority of the outstanding voting securities, as defined in the 1940 Act, 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 of the outstanding voting securities, as defined in the 1940 Act, of
any one or more Series entitled to vote, may otherwise alter, convert or
transfer the assets of that Series or those Series.
(d) 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 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 cancelled and discharged.
5. 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 the Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time 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
<PAGE>
declaration of trust. This instrument may be executed in any number of
counterparts, each of which shall be deemed an original.
6. 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 has
been reduced to $200 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
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
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" of the outstanding voting securities, as defined in
the 1940 Act, entitled to vote, or by any larger vote which may be required by
applicable law in any particular case, the Trustees may amend or otherwise
supplement this instrument, by making 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
<PAGE>
Trust may be executed by and on behalf of the Trust and the Trustees by an
officer or officers of the Trust.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 24th day of June, 1997.
<TABLE>
<CAPTION>
<S> <C>
/s/ Robert G. Avis /s/ Charles Conrad, Jr.
- ------------------ -----------------------
Robert G. Avis, Trustee Charles Conrad, Jr., Trustee
1706 Warson Estates Drive 19411 Merion Circle
St. Louis, Missouri 63124 Huntington Beach, California 92648
/s/ William A. Baker /s/ Robert M. Kirchner
William A. Baker, Trustee Robert M. Kirchner, Trustee
197 Desert Lakes Drive 2800 S. University Boulevard
Palm Springs, California 92264 Denver, Colorado 80210
/s/ Ned M. Steel /s/ C. Howard Kast
Ned M. Steel, Trustee C. Howard Kast, Trustee
3416 South Race Street 2552 East Alameda
Englewood, Colorado 80110 Denver, Colorado 80209
/s/ Raymond J. Kalinowski /s/ Jon S. Fossel
Raymond J. Kalinowski, Trustee Jon S. Fossel, Trustee
44 Portland Drive Box 44 - Mead Street
St. Louis, Missouri 63131 Waccabuc, New York 10597
/s/ James C. Swain /s/ Sam Freedman
James C. Swain, Trustee Sam Freedman
355 Adams Street 4975 Lakeshore Drive
Denver, Colorado 80206 Littleton, Colorado 80123
/s/ Bridget A. Macaskill
Bridget A. Macaskill
160 East 81st Street
New York, NY 10028
</TABLE>
orgzn\280#5
