SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.1 )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential,for Use of the Commission Only(as permitted by Rule 14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER CAPITAL INCOME FUND
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
Bridget A. Macaskill
President and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center,34th Floor
New York, NY 10048-0203
800.525.7048
www.oppenheimerfunds.com
July__, 2000
Dear Oppenheimer Capital Income Fund Shareholder,
We have scheduled a shareholder meeting on August 28, 2000 for you to
decide upon some important proposals for the Fund. Your ballot card and a
detailed statement of the issues are enclosed with this letter
Your Board of Trustees believes the matters being proposed for approval
are in the best interests of the Fund and its shareholders and recommends a vote
"for" the election of Trustees and for each Proposal. Regardless of the number
of shares you own, it is important that your shares be represented and voted. So
we urge you to consider these issues carefully and make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot
and return it in the postage-paid envelope today. Remember, it can be expensive
for the Fund--and ultimately for you as a shareholder--to remail ballots if not
enough responses are received to conduct the meeting.
What are the issues?
o Election of Trustees. You are being asked to consider and approve the
election of eleven Trustees. You will find detailed information on the
Trustees in the enclosed proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection
of KPMG LLP as independent certified public accountants and auditors of the
Fund for the current fiscal year.
o Approval of Elimination of Certain Fundamental Investment Restrictions.
Your approval is requested to eliminate certain of the Fund's fundamental
investment restrictions.
o Approval of Changes to Certain Fundamental Investment Restrictions. Your
approval is requested to change certain of the Fund's fundamental
investment restrictions.
o Authorize the Trustees to adopt an Amended and Restated Declaration of Trust.
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your financial
advisor, or call us at 1-800-525-7048. As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.
Sincerely,
Bridget A. Macaskill
Enclosures
proxies\CapIncome_BAMLtr
<PAGE>
Oppenheimer Capital Income Proxy for Shareholders Meeting To
Fund Be Held August 28, 2000
Your shareholder Your prompt response can save your
vote is important! Fund the expense of another mailing.
Please mark your proxy on the reverse
side, date and sign it, and return it
promptly in the accompanying envelope,
which requires no postage if mailed in the
United States.
Please detach at perforation before mailing.
Oppenheimer Capital Income Proxy For Shareholders Meeting To
Fund Be Held August 28, 2000
The undersigned shareholder of Proxy solicited on behalf of the
Oppenheimer Capital Income Board of Trustees, which
Fund (the "Fund"),does hereby appoint recommends a vote FOR the election
Robert Bishop, Allan Adams and of all nominees for Trustee and FOR
Scott Farrar, and each of them, each Proposal on the reverse side.
as attorneys-in fact and proxies The shares represented hereby
of the undersigned, with full will be voted as indicated on the
power of substitution, to attend reverse side or FOR if no choice
the Meeting of Shareholders of is indicated.
the Fund to be held August 28, 2000,
at 6803 South Tucson Way,
Englewood, Colorado 80112 at 10:00
A.M., Denver time, and at all
adjournments thereof, and to vote
the shares held in the name of the
undersigned on the record date for
said meeting for the election of
Trustees and on the proposals
specified on the reverse side.
Said attorneys-in-fact shall vote
in accordance with their best
judgment as to any other matter.
<PAGE>
Oppenheimer Capital Income Proxy for Shareholders Meeting to be held
Fund August 28, 2000
Your shareholder Your prompt response can save your Fund money.
vote is important! Please vote, sign and mail your proxy ballot
(this card) in the enclosed postage-paid
envelope today,no matter how many shares you
own. A majority of the Fund's shares must be
represented in person or by proxy. Please vote
your proxy so your Fund can avoid the expense
of another mailing.
Please detach at perforation before mailing.
1. Election of A) W. Armstrong G) R. Kalinowski 1./ / For all nominees
of Trustees B) R. Avis H) C. Kast listed except as marked
(Proposal No. 1) C) G. Bowen I) R. Kirchner to the contrary at left.
D) E. Cameron J) B. Macaskill Instruction:To withhold
E) J. Fossel K) F. Marshall authority to vote for
F) S. Freedman L) J. Swain any individual nominees,
line out that nominee's
name at left.
/ / Withhold authority to
vote for all nominees
listed at left.
2. Ratification of selection / / For / / Against / / Abstain
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 2)
3. Approval of the Elimination of Certain
Fundamental Restrictions of the Fund
(Proposal No. 3)
a. Eliminate the Fund's fundamental investment / / For / / Against / /Abstain
restriction on purchasing securities on margin or
engaging in short sales
b. Eliminate the Fund's fundamental investment / / For / / Against / /Abstain
restriction on investing in warrants
or rights
c. Eliminate the Fund's fundamental investment / / For / / Against / /Abstain
restriction on investing in securities
of issuers in which officers or trustees have an interest
d. Eliminate the Fund's fundamental investment / / For / / Against / / Abstain
restriction on buying securities from or
selling securities to any officer or trustee
of the Fund or Manager
e. Eliminate the Fund's fundamental investment / / For / / Against / / Abstain
restriction on investing in unseasoned issuers
f. Eliminate the Fund's fundamental investment / / For / / Against / / Abstain
restriction on investing in a company
for the purpose of acquiring control
g. Eliminate the Fund's fundamental investment / / For / / Against / /Abstain
restriction on maintaining the Fund's
business as an investment company
h. Eliminate the Fund's fundamental / / For / / Against / /Abstain
investment restriction on acceptance
of share purchase price
4. Approval of Changes to Certain / / For / / Against / /Abstain
Fundamental Restrictions of the Fund (Proposal No. 4)
5. Authorization to permit the / / For / / Against / /Abstain
Trustees to adoptan Amended and
Restated Declaration of Trust (Proposal No. 5)
NOTE: Please sign exactly as your name(s) appear hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give
your full title as such. All joint owners should sign this proxy. If the
account is registered in the name of a corporation, partnership or other
entity, a duly authorized individual must sign on its behalf and give
title.
Dated: , 2000
--------------------------------------
(Month) (Day)
Signature(s)
-------------------------------------
Signature(s)
-------------------------------------
Please read both sides of this ballot.
CapIncome_2000Ballot
EXHIBITS
A: Amended and Restated Declaration of Trust
<PAGE>
OPPENHEIMER CAPITAL INCOME FUND
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders
To Be Held [August 28, 2000]
To The Shareholders of Oppenheimer Capital Income Fund:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer Champion Income Fund (the "Fund"), will be held at 6803 South Tucson
Way, Englewood, Colorado, 80112, at 10:00 A.M., Mountain time, on [August 28,
2000].
During the Meeting, shareholders of the Fund will vote on the following
proposals and sub-proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund for the fiscal year beginning September 1, 2000
3. To approve the elimination of certain fundamental investment
restrictions of the Fund;
4. To approve changes to four (4) fundamental investment restrictions of
the Fund;
5. To authorize the Trustees to adopt an Amended and Restated Declaration
of Trust; and
6. To transact such other business as may properly come before the meeting,
or any adjournments thereof.
Shareholders of record at the close of business on [June 26, 2000], are entitled
to vote at the meeting. The Proposals are more fully discussed in the Proxy
Statement. Please read it carefully before telling us, through your proxy or in
person, how you wish your shares to be voted. The Board of Trustees of the Trust
recommends a vote to elect each of the nominees as Trustee and in favor of each
Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
July __, 2000
<PAGE>
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER
HOW MANY SHARES YOU OWN.
190
<PAGE>
TABLE OF CONTENTS
Proxy Statement Page
Questions and Answers
Proposal 1: To Elect a Board of Trustees
Proposal 2: To ratify the selection of Deloitte & Touche LLP as the
independent auditor for the Fund for fiscal year beginning September
1, 2000
Proposal 3 and 4: Approval of Changes to Certain Fundamental Policies
of the Fund Introduction to Proposals 3 and 4
Proposal 3: To approve the elimination of certain fundamental
investment restrictions of the Fund
Proposal 4: To approve changes to four (4) fundamental investment
restrictions of the Fund
Proposal 5: To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust
EXHIBITS
A: Amended and Restated Declaration of Trust
<PAGE>
OPPENHEIMER CAPITAL INCOME FUND
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. Trustees of Oppenheimer Capital Income Fund (the "Fund") have
asked that you vote on several matters at the Special Meeting
of Shareholders to be held on [August 28, 2000].
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on [June 26,
2000] are entitled to vote at the Meeting or any adjourned
meeting. Shareholders are entitled to cast one vote for each
matter presented at the Meeting. The Notice of Meeting, proxy
card and proxy statement were mailed to shareholders of record
on or about [July ___, 2000].
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund;
3. To eliminate certain fundamental investment restrictions of the
Fund;
4. To change certain fundamental investment restrictions of the Fund;
and
5. To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust.
Q. How do the Trustees Recommend that I Vote?
A. The Trustees unanimously recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR ratification of the selection of Deloitte & Touche LLP as the
independent auditor for the Fund;
3. FOR the elimination of each of the Fund's fundamental investment
restrictions proposed to be eliminated;
4. FOR changes to the Fund's fundamental investment restrictions
proposed for change; and
5. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust.
Q. How Can I Vote?
A. You can vote in two (2) different ways:
o By mail, with the enclosed ballot o In person at the Meeting.
Whichever method you choose, please take the time to read the full text of
the proxy statement before you vote.
Q. How Will My Vote Be Recorded?
A. Proxy cards that are properly signed, dated and received at or
prior to the Meeting will be voted as specified. If you specify a vote
for any of the proposals, your proxy will be voted as indicated. If
you sign and date the proxy card, but do not specify a vote for one or
more of the proposals, your shares will be voted in favor of the
Trustees recommendations.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by
forwarding a written revocation or a later-dated proxy card to the
Fund that is received at or prior to the Meeting, or attending the
Meeting and voting in person.
Q. How Can I Get More Information About the Fund?
A. A copy of the Fund's Annual and Semi-Annual Reports have previously
been mailed to Shareholders. If you would like to have copies of the
Fund's most recent Annual and Semi-Annual reports sent to you free of
charge, please call us toll-free at 1.800.525.7048 or write to the
Fund at OppenheimerFunds Services, P.O. Box 5270 Denver Colorado
80217-5270.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.525.7048
THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE
INFORMATION NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE
MEETING. IF YOU HAVE ANY QUESTIONS, PLEASE CALL US AT 1.800.525.7048.
<PAGE>
OPPENHEIMER CAPITAL INCOME FUND
PROXY STATEMENT
Meeting of Shareholders
To Be Held [August 28, 2000]
This statement is furnished to the shareholders of Oppenheimer Capital Income
Fund (the "Fund"), in connection with the solicitation by the Fund's Board of
Trustees of proxies to be used at a special meeting of shareholders (the
"Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at
10:00 A.M., Mountain time, on [August 28, 2000], or any adjournments thereof. It
is expected that the mailing of this Proxy Statement will be made on or about
[July __, 2000].
SUMMARY OF PROPOSALS
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
------- ------------------------------------------------------------------------ -----------------------------------
Proposal Shareholder Voting
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
1. To Elect a Board of Trustees All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
2. To Ratify the Selection of Deloitte & Touche LLP as Independent All
Auditors for the Fund for the fiscal year beginning September 1, 2000
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
3. To approve the elimination of certain fundamental investment
restrictions for the Fund.
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
a. Purchasing Securities on Margin or Engaging in Short Sales All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
b. Investing in Warrants or Rights All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
c. Purchasing Securities of Issuers in which Officers or Trustees have All
an Interest
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
d. Buying Securities From or Selling Securities to any Officer or All
Trustee of the Fund or Manager
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
e. Investing in Unseasoned Issuers All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
f. Investing in a Company for the Purpose of Acquiring Control All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
g. Maintaining the Fund's Business as an Investment Company All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
h. Acceptance of Share Purchase Price All
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
4. To approve changes to four (4) of the Fund's investment restrictions All
to permit the Fund to participate in an inter-fund lending arrangement
------- ------------------------------------------------------------------------ -----------------------------------
------- ------------------------------------------------------------------------ -----------------------------------
5. Authorize the Trustees to adopt an Amended and Restated Declaration of All
Trust
------- ------------------------------------------------------------------------ -----------------------------------
</TABLE>
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, twelve (12) Trustees are to be elected to hold office
until the next meeting of shareholders called for the purpose of electing
Trustees and until their successors are duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised the
Fund that unless a proxy instructs them to withhold authority to vote for all
listed nominees or any individual nominee, all validly executed proxies will be
voted by them for the election of the nominees named below as Trustees of the
Fund. As a Massachusetts business trust, the Fund does not contemplate holding
annual shareholder meetings for the purpose of electing Trustees. Thus, the
Trustees will be elected for indefinite terms until a special shareholder
meeting is called for the purpose of voting for Trustees and until their
successors are properly elected and qualified.
Each of the nominees (except for Mr. Marshall) currently serves as a
Trustee of the Fund. All of the nominees have consented to be named as such in
this proxy statement and have consented to serve as Trustees if elected.
Each nominee indicated below by an asterisk (*) is an "interested
person" (as that term is defined in the Investment Company Act of 1940, referred
to in this Proxy Statement as the "1940 Act") of the Fund due to the positions
indicated with the Fund's investment adviser, OppenheimerFunds, Inc. (the
"Manager") or its affiliates, or other positions described. The beneficial
ownership of Class A shares listed below includes voting and investment control,
unless otherwise indicated below. All of the Trustees own shares in one or more
of the Denver-based funds in the OppenheimerFunds complex. If a nominee should
be unable to accept election, the Board of Trustees may, in its discretion,
select another person to fill the vacant position.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 26, 2000 and % of Class Owned
--------------------------------- -----------------------------------
William L. Armstrong (63) 0
1625 Broadway
Suite 780
Denver, CO 80202
Trustee since 1999.
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997), and Ambassador Media Corporation (since 1984); Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage) (since 1994), Frontier Title (title insurance agency) (since 1995)
and Great Frontier Insurance (insurance agency) (since 1995); Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), UNUMProvident (insurance company) (since 1991); formerly
Director of the following public companies: International Family Entertainment
(television channel) (1991 - 1997) and Natec Resources, Inc. (air pollution
control equipment and services company) (1991 - 1995); formerly U.S. Senator
(January 1979 - January 1991); Director/trustee of 13 investment companies in
the OppenheimerFunds complex.
<PAGE>
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 26, 2000 and % of Class Owned
--------------------------------- -----------------------------------
Robert G. Avis (69)* 0
One North Jefferson
St. Louis, MO 63103
Trustee since 1993.
Chairman, President and Chief Executive Officer of A.G. Edwards Capital,
Inc. (general partnership of private equity funds), Director of A.G. Edwards &
Sons, Inc. (a broker-dealer) and Director of A.G. Edwards Trust Companies (trust
companies), formerly, Vice Chairman of A.G. Edwards & Sons, Inc. and A.G.
Edwards, Inc. (its parent holding company); Chairman of A.G.E. Asset Management
(an investment advisor). Director/trustee of 22 investment companies in the
OppenheimerFunds complex.
George C. Bowen (63) 2,190.813 Class A shares
9224 Bauer Ct. (.000011% of Class A shares)
Lone Tree, CO 80124
Trustee since 1998.
Formerly (until April 1999) Mr. Bowen held the following positions:
Senior Vice President (since September 1987) and Treasurer (since March 1985) of
the Manager; Vice President (since June 1983) and Treasurer (since March 1985)
of OppenheimerFunds Distributor, Inc. ("Distributor"); Vice President (since
October 1989) and Treasurer (since April 1986) of HarbourView Asset Management
Corporation; Senior Vice President (since February 1992), Treasurer (since July
1991) Assistant Secretary and a director (since December 1991) of Centennial
Asset Management Corporation; President, Treasurer and a director of Centennial
Capital Corporation (since June 1989); Vice President and Treasurer (since
August 1978) and Secretary (since April 1981) of Shareholder Services, Inc.;
Vice President, Treasurer and Secretary of Shareholder Financial Services, Inc.
(since November 1989); Assistant Treasurer of Oppenheimer Acquisition Corp.
(since March 1998); Treasurer of Oppenheimer Partnership Holdings, Inc. (since
November 1989); Vice President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Treasurer of OppenheimerFunds International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997). Director/trustee
of 17 investment companies in the OppenheimerFunds complex.
Edward L. Cameron (61) 0
Spring Valley Road
Morristown, NJ 07960
Trustee since 1999.
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLP (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998). Director/trustee of 7 investment
companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 26, 2000 and % of Class Owned
--------------------------------- -----------------------------------
Jon S. Fossel (58) 0
810 Jack Creek Road
Ennis, MT 59729
Trustee since 1990.
Formerly (until October 1996) Chairman and a director of the Manager,
President and a director of Oppenheimer Acquisition Corp., the Manager's parent
holding company, and Shareholder Services, Inc. and Shareholder Financial
Services, Inc., transfer agent subsidiaries of the Manager. Director/trustee of
20 investment companies in the OppenheimerFunds complex.
Sam Freedman (59)
4975 Lakeshore Drive
Littleton, CO 80123
Trustee since 1996.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services; Chairman, Chief Executive Officer and a director of
Shareholder Services, Inc.; Chairman, Chief Executive Officer and director of
Shareholder Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp.; and a director of OppenheimerFunds, Inc. Director/trustee of
22 investment companies in the OppenheimerFunds complex.
Raymond J. Kalinowski (70) 0
44 Portland Drive
St. Louis, MO 63131
Trustee since 1988.
Director of Wave Technologies International, Inc. (a computer products
training company), self-employed consultant (securities matters) and
director/trustee of 22 investment companies in the OppenheimerFunds complex.
C. Howard Kast (78) 0
2552 East Alameda, #30
Denver, CO 80209
Trustee since 1987.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm) and
director/trustee of 22 investment companies in the OppenheimerFunds complex.
<PAGE>
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 26, 2000 and % of Class Owned
--------------------------------- -----------------------------------
Robert M. Kirchner (78) 7,301.864 Class A shares
7500 E. Arapohoe Road (.000038% of Class A shares)
Suite 250
Englewood, CO 80112
Trustee since 1967.
President of The Kirchner Company (management consultants) and director/trustee
of 22 investment companies in the OppenheimerFunds complex.
Bridget A. Macaskill* (51) 0
Two World Trade Center
New York, NY 10048
Trustee since 1995.
President (since June 1991), Chief Executive Officer (since September 1995) and
a Director (since December 1994) of the Manager; President and director (since
June 1991) of HarbourView Asset Management Corporation, an investment adviser
subsidiary of the Manager; Chairman and a director of Shareholder Services, Inc.
(since August 1994) and Shareholder Financial Services, Inc. (since September
1995), transfer agent subsidiaries of the Manager; President (since September
1995) and a director (since October 1990) of Oppenheimer Acquisition Corp., the
Manager's parent holding company; President (since September 1995) and a
director (since November 1989) of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; a director of Oppenheimer Real Asset
Management, Inc. (since July 1996); President and a director (since October
1997) of OppenheimerFunds International Ltd., an offshore fund management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; a director of
Prudential Corporation plc (a U.K. financial service company). President and
director/trustee of 19 investment companies in the OppenheimerFunds complex.
F. William Marshall, Jr. (58) 0
1441 Main Street
Springfield, MA 01102
Chairman (since 1999) SIS & Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director (1993-1999), SIS Bankcorp., Inc.
and SIS Bank (formerly, Springfield Institution for Savings); Director (since
1999), Peoples Heritage Financial Group, Inc.; Chairman and Chief Executive
Officer (1990-1993), Bank of Ireland First Holdings, Inc. and First New
Hampshire Banks; Trustee (since 1996), MassMutual Institutional Funds (open-end
investment company); Trustee (since 1996), MML Series Investment Fund (open-end
investment company).
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience June 26, 2000 and % of Class Owned
--------------------------------- -----------------------------------
James C. Swain* (66) 0
6803 South Tucson Way
Englewood, CO 80112
Trustee since 1967.
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, an investment adviser
subsidiary of the Manager and Chairman of the Board of Shareholder Services,
Inc. Director/trustee of 22 investment companies in the OppenheimerFunds
complex.
Under the 1940 Act, the Board of Trustees may fill vacancies on the
Board of Trustees or appoint new Trustees only if, immediately thereafter, at
least two-thirds of the Trustees will have been elected by shareholders.
Currently, two of the Fund's thirteen Trustees have not been elected by
shareholders. In addition, the Board of Trustees has nominated Mr. Marshall to
become a Trustee of the Fund.
Under the 1940 Act, the Fund is also required to call a meeting of
shareholders promptly to elect Trustees if at any time less than a majority of
the Trustees have been elected by shareholders. By holding a meeting to elect
Trustees at this time, the Fund may be able to delay the time at which another
shareholder meeting is required for the election of Trustees, which will result
in a savings of the costs associated with holding a meeting.
The primary responsibility for the management of the Fund rests with
the Board of Trustees.
The Trustees meet regularly to review the activities of the Fund and of the
Manager, which is responsible for its day-to-day operations. Six regular
meetings of the Trustees were held during the fiscal year ended August 31, 1999.
Each of the incumbent Trustees was present for at least 75% of the meetings held
of the Board and of all committees on which that Trustee served. The Trustees
have appointed an Audit Committee, comprised of Messrs. Kast (Chairman) and
Kirchner, none of whom is an "interested person," as defined in the 1940 Act, of
the Manager or the Fund. Mr. Cameron will become a member of the audit committee
if approved as a Trustee of the Fund by shareholders. The Committee met six
times during the fiscal year ended August 31, 1999. The Board of Trustees does
not have a standing, nominating or compensation committee. The Audit Committee
furnishes the Board with recommendations regarding the selection of the
independent auditor. The other functions of the Committee include (i) reviewing
the methods, scope and results of audits and the fees charged; (ii) reviewing
the adequacy of the Fund's internal accounting procedures and controls; (iii)
establishing a separate line of communication between the Fund's independent
auditors and its independent Trustees, and selecting and nominating the
independent Trustees.
The Trustees who are not affiliated with the investment adviser
("Nonaffiliated Trustees") are paid a fixed fee from the Fund for serving on the
Board. Each of the current Trustees also serves as trustees or directors of
other Denver-based investment companies in the OppenheimerFunds complex.
Nonaffiliated Trustees are paid a retainer plus a fixed fee for attending each
meeting and are reimbursed for expenses incurred in connection with attending
such meetings. Each Fund in the OppenheimerFunds complex for which they serve as
a director or trustee pays a share of these expenses.
The officers of the Fund are affiliated with the Manager. They and the
Trustees of the Fund who are affiliated with the Manager (Ms. Macaskill and Mr.
Swain) receive no salary or fee from the Fund. The remaining Trustees of the
Fund received the compensation shown below from the Fund during the fiscal year
ended August 31, 1999, and from all of the Denver-based Oppenheimer funds
(including the Fund) for which they served as Trustee, Director or Managing
General Partner during the calendar year ended December 31, 1999. Compensation
is paid for services in the positions below their names:
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
---------------------------------------- ------------------- -------------------------------- -----------------------
Trustee's Name and Aggregate Number of Boards Within Total Compensation
Other Positions Compensation Denver-Board Oppenheimer Funds From all Denver-Based
From Fund 1 Complex on Which Trustee Oppenheimer Funds 2
Serves as of 12/31/99
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
William H. Armstrong $1,736 13 $14,542
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Robert G. Avis $11,215 22 $67,998
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
William A. Baker4 $11,466 22 $67,998
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
George C. Bowen $1,859 17 $23,879
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Edward Cameron $0 7 $ 2,430
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Jon. S. Fossel3 $11,370 20 $66,586
Review Committee Member
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Sam Freedman $12,205 22 $73,998
Review Committee Member
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Raymond J. Kalinowski $12,086 22 $73,248
Audit Committee Member
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
C. Howard Kast $12,879 22 $78,873
Chairman, Audit and Review Committees
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Robert M. Kirchner3 $11,335 22 $69,248
Audit Committee Member
---------------------------------------- ------------------- -------------------------------- -----------------------
---------------------------------------- ------------------- -------------------------------- -----------------------
Ned M. Steel4 $11,215 22 $67,998
---------------------------------------- ------------------- -------------------------------- -----------------------
</TABLE>
1.For the Fund's fiscal year ended 8/31/99.
2.For the 1999 calendar year.
3.Committee position held during a portion of the period shown.
4.Effective July 1, 2000,Messrs.Baker and Steel resigned as Trustees of the
Fund.
The Board of Trustees has also adopted a Deferred Compensation Plan for
Nonaffiliated Trustees that enables Trustees to elect to defer receipt of all or
a portion of the annual fees they are entitled to receive from the Fund. As of
December 31, 1999, none of the Trustees elected to do so. Under the plan, the
compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer funds
selected by the Trustee. The amount paid to the Trustee under the plan will be
determined based upon the performance of the selected funds. Deferral of
Trustees' fees under the plan will not materially affect the Fund's assets,
liabilities or net income per share. The plan will not obligate the Fund to
retain the services of any Trustee or to pay any particular amount of
compensation to any Trustee.
Each officer of the Fund is elected by the Trustees to serve an annual
term. Information is given below about the executive officers who are not
Trustees of the Fund, including their business experience during the past five
years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in a similar
capacity with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
John P. Doney, Vice President and Portfolio Manager since June 1992; Age: 70
Two World Trade Center, New York, New York 10048
Vice President of the Manager (since June 1992); an officer of other investment
companies in the OppenheimerFunds complex.
Michael S. Levine, Vice President and Portfolio Manager since April 1996; Age:34
Two World Trade Center, New York, New York 10048
Vice President of the Manager (since April 1996); formerly Assistant Portfolio
Manager of the Manager (from June 1994 - April 1996); an officer of other
investment companies in the OppenheimerFunds complex.
Andrew J. Donohue, Vice President and Secretary since 1996; Age: 49
Two World Trade Center, New York, NY 10048
Executive Vice President, General Counsel and a director of the Manager, the
Distributor, HarbourView, SSI, SFSI, Oppenheimer Partnership Holdings, Inc.;
President and a director of Centennial and Oppenheimer Real Asset Management,
Inc.; General Counsel and Secretary of OAC; Vice President and a director of
OppenheimerFunds International Ltd. ("OFIL") and Oppenheimer Millennium Funds
plc; an officer of other investment companies in the OppenheimerFunds complex.
Brian W. Wixted, Treasurer since April, 1999; Age: 40.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of the Manager; an
officer of other investment companies in the OppenheimerFunds complex; formerly
Principal and Chief Operating Officer, Bankers Trust Company - Mutual Fund
Services Division (1995-1999); Vice President and Chief Financial Officer of CS
First Boston Investment Management Corp. (1991-1995).
Robert G. Zack, Assistant Secretary since 1988; Age: 51.
Two World Trade Center, New York, NY 10048
Senior Vice President and Associate General Counsel of the Manager; Assistant
Secretary of SSI and SFSI; Assistant Secretary of Oppenheimer Millennium Funds
plc and OFIL; an officer of other investment companies in the OppenheimerFunds
complex.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 41.
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting; an officer of other
investment companies in the OppenheimerFunds complex; formerly an Assistant Vice
President of the Manager/Mutual Fund Accounting and a Fund Controller for the
Manager.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 34.
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting; Assistant Treasurer of
Oppenheimer Millennium Funds plc; an officer of other investment companies in
the OppenheimerFunds complex; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting and a Fund Controller for the Manager.
All officers serve at the pleasure of the Board.
As of June 13, 2000, the Trustees and officers as a group beneficially owned
16,902.553 shares or less than 1% of the outstanding Class A, Class B or Class C
shares of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Fund, including a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning September 1, 2000. Deloitte also serves as auditors
for the Manager and certain other funds for which the Manager acts as investment
adviser. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of Deloitte as auditors. Representatives of
Deloitte are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be available
should any matter arise requiring their presence.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF DELOITTE AS
AUDITORS OF THE FUND.
PROPOSALS 3and4: APPROVAL OF CHANGES TO CERTAIN FUNDAMENTAL POLICIES OF THE FUND
Introduction to Proposals 3 and 4
The Fund is subject to certain investment restrictions which govern the
Fund's investment activities. Under the 1940 Act, certain investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder vote. An investment company may designate additional
restrictions that are fundamental, and it may also adopt "non-fundamental"
restrictions, which may be changed by the Trustees without shareholder approval.
The Fund has adopted certain fundamental investment restrictions that are set
forth in its Statement of Additional Information, which cannot be changed
without the requisite shareholder approval described below under "Further
Information about Voting at the Meeting." Restrictions that the Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Trustees without shareholder
approval.
After the Fund was established in 1967, certain legal and regulatory
requirements applicable to registered investment companies (also referred to as
"funds") changed. For example, certain restrictions imposed by state laws and
regulations were preempted by the National Securities Markets Improvement Act of
1996 ("NSMIA") and therefore are no longer applicable to funds. As a result of
NSMIA, the Fund currently is subject to several fundamental investment
restrictions that are either more restrictive than required under current law,
or which are no longer required at all. A number of the fundamental restrictions
that the Fund has adopted in the past also reflect regulatory, business or
industry conditions, practices or requirements which at one time, for a variety
of reasons, led to the imposition of limitations on the management of the Fund's
investments. With the passage of time, the development of new practices and
changes in regulatory standards, several of these fundamental restrictions are
considered by Fund management to be unnecessary or unwarranted. In addition,
other fundamental restrictions reflect federal regulatory requirements which
remain in effect, but which are not required to be stated as fundamental
restrictions. Accordingly, the Trustees recommend that the Fund's shareholders
approve the amendment or elimination of certain of the Fund's current
fundamental investment restrictions. Certain sub-proposals request that
shareholders either approve the elimination of a fundamental investment
restriction or approve the replacement of a fundamental investment restriction
with a non-fundamental investment policy. If those sub-proposals are approved by
shareholders, the Board may adopt non-fundamental investment policies or modify
existing non-fundamental investment policies at any time without shareholder
approval. The purpose of each sub-proposal is to provide the Fund with the
maximum flexibility permitted by law to pursue its investment objectives and
policies and to standardize the Fund's policy in this area to one which is
expected to become standard for all Oppenheimer funds. The proposed standardized
restrictions satisfy current federal regulatory requirements and are written to
provide flexibility to respond to future legal, regulatory, market or technical
changes.
By both standardizing and reducing the total number of investment
restrictions that can be changed only by a shareholder vote, the Trustees
believe that it will assist the Fund and the Manager in maintaining compliance
with the various investment restrictions to which the Oppenheimer funds are
subject, and that the Fund will be able to minimize the costs and delays
associated with holding future shareholder meetings to revise fundamental
investment policies that have become outdated or inappropriate. The Trustees
also believe that the investment adviser's ability to manage the Fund's assets
in a changing investment environment will be enhanced, and that investment
management opportunities will be increased by these changes.
The proposed standardized changes will not affect the Fund's investment
objective. Although the proposed changes in fundamental investment restrictions
will provide the Fund greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in the Fund. The Board does not anticipate that
the proposed changes will materially affect the manner in which the Fund is
managed. If the Board determines in the future to change materially the manner
in which the Fund is managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested
to vote on each Sub-Proposal in Proposal 3 separately. If approved, the
effective date of these Proposals may be delayed until the Fund's updated
Prospectus and/or Statement of Additional Information can reflect the changes.
If any Sub-Proposal in Proposal 3 is not approved or if Proposal 4 is not
approved, the fundamental investment restriction covered in that Proposal or
Sub-Proposal will remain unchanged.
PROPOSAL 3: TO APPROVE THE ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUND
A. Engaging in Short Sales or Purchasing Securities on Margin.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from engaging in short sales or purchasing securities on margin.
The existing restriction is not required to be a fundamental investment
restriction under the 1940 Act. It is proposed that this current fundamental
restriction prohibiting purchases of securities on margin or engaging in short
sales be eliminated. The current fundamental investment restriction is set forth
below.
Current
The Fund cannot engage in short sales or purchase securities on
margin. However, the Fund can make margin deposits in connection
with its investments.
In a short sale, an investor sells a borrowed security with a
corresponding obligation to the lender to return the identical security. In an
investment technique known as a short sale "against-the-box," an investor sells
short while owning the same securities in the same amount, or having the right
to obtain equivalent securities. The investor could have the right to obtain
equivalent securities, for example, through ownership of options or convertible
securities.
Margin purchases involve the purchase of securities with money borrowed
from a broker. "Margin" is the cash or eligible securities that the borrower
places with a broker as collateral against the loan. The Fund's current
fundamental investment policy prohibits it from purchasing securities on margin,
except to obtain such short-term credits as may be necessary for the clearance
of transactions. Policies of the SEC also allow mutual funds to make initial and
variation margin payments in connection with the purchase and sale of futures
contracts and options on futures contracts. In the futures markets, "margin"
payments are akin to a "performance bond," rather than a loan to purchase
securities as is the case in the securities markets. As a result, futures
margins typically range from 2-5% of the value of the underlying contract and
are marked-to-market on a daily basis.
Elimination of this fundamental investment restriction is unlikely to
significantly affect the management of the Fund. The 1940 Act provisions on
short sales and margin will continue to apply to the Fund. Accordingly, the Fund
will be able to obtain such short-term credits as may be necessary for clearance
of transactions and to sell securities short provided the Fund maintains the
asset coverage as required by the 1940 Act. Elimination of this restriction
would not affect the Fund's ability to purchase securities on margin.
B. Investing in Warrants or Rights.
The Fund is currently subject to a fundamental investment restriction
limiting its investment in warrants or rights. It is proposed that the current
fundamental restriction be eliminated and replaced with an identical investment
policy which will be non-fundamental to be complied with by the Manager in
managing the Fund's assets. The current fundamental restriction and proposed
non-fundamental investment policy is set forth below:
Current
The Fund cannot invest more than 5% of its total assets in
warrants or rights, and not more than 2% of its total assets
may be invested in warrants and rights that are not listed on
the New York Stock Exchange or American Stock Exchange.
Warrants basically are options to purchase equity securities at
specific prices valid for a specific period of time. Their prices do not
necessarily move parallel to the prices of the underlying securities. Rights are
similar to warrants, but normally have a short duration and are distributed
directly by the issuer to its shareholders. Rights and warrants have no voting
rights, receive no dividends and have no rights with respect to the assets of
the issuer.
The existing restriction is not required to be fundamental under the
1940 Act and the Board recommends that shareholders eliminate this fundamental
investment restriction. The purpose of this proposal is to provide the Fund with
the maximum flexibility permitted by law to pursue its investment objectives. If
adopted, the Fund would continue to limit its investments in warrants or rights
to 5% of total assets and 2% of total assets in those warrants not listed on the
New York Stock Exchange or American Stock Exchange. Therefore, the management of
the Fund would remain unchanged except that the non-fundamental policy on
investing in warrants and rights may be changed by the Board at any time without
shareholder approval. The adoption of this proposal would provide greater
flexibility for the Fund in the event of uncertain market environments. The
Trustees believe that the elimination of this fundamental investment restriction
will not produce additional or different risks for the Fund.
C. Purchasing Securities of Issuers in which Officers or Trustees Have An
Interest.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing the securities of an issuer if the officers and
directors of the Fund or the Manager individually own 1/2 of 1% of such
securities and together own more than 5% of such securities. It is proposed that
the current fundamental restriction be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot invest in or hold securities of any issuer if
officers and Trustees of the Fund or the Manager individually
beneficially own more than 1/2 of 1% of the securities of that
issuer and together own more than 5% of the securities of that
issuer.
This restriction was originally adopted to address certain state or
"Blue Sky" requirements in connection with the registration of shares of the
Fund for sale in those particular states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund. In addition, the Board believes that its
elimination could increase the Fund's flexibility when choosing investments in
the future.
D. Buying Securities From or Selling Securities to Any Officer or Trustee of the
Fund or Manager
The Fund is currently subject to a fundamental investment restriction
prohibiting it from buying securities from or selling securities to any officer
or Trustee of the Fund or any officer or director of the Manager, or any firms
in which they are members. It is proposed that the current fundamental
restriction be eliminated. The current fundamental investment restriction is set
forth below.
Current
The Fund cannot buy securities from, or sell securities to, any officer
or Trustee of the Fund, or any officer or director of the Manager, or
any firms of which any of them are members (although such persons may
act as brokers for the Fund). This restriction does not apply to
purchases and sales of the Fund's shares.
This restriction was originally adopted to address certain state or
"Blue Sky" requirements in connection with the registration of shares of the
Fund for sale in those particular states and to address the conflict of interest
that may arise with respect to these types of transactions. The Board recommends
that shareholders eliminate this fundamental investment restriction. If
eliminated as a fundamental investment restriction of the Fund, management of
the Fund will not change because this investment restriction will continue to be
followed as an operating policy. As a result of the passage of NSMIA, this
restriction no longer applies to the Fund and the Board believes that its
elimination could increase the Fund's flexibility when choosing among possible
investments.
E. Investing in Unseasoned Issuers.
The Fund is currently subject to a fundamental investment restriction
limiting its investment in securities of issuers that have been in operation
less than three years ("unseasoned issuers"). It is proposed that the current
fundamental restriction be eliminated. The current fundamental restriction is
set forth below.
Current
The Fund cannot invest more than 5% of its net assets in
securities of small, unseasoned issuers.
This restriction was originally adopted to address state or "Blue Sky"
requirements in connection with the registration of shares of the Fund for sale
in a particular state or states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund. In addition, the Board believes that its
elimination could increase the Fund's flexibility when choosing investments in
the future.
F. Investing in a Company for the Purpose of Acquiring Control
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in portfolio companies for the purpose of
acquiring control. It is proposed that the current fundamental investment policy
be eliminated. Although the Fund has no intention of investing for the purpose
of acquiring control of a company, it believes that this restriction is
unnecessary and may, in fact, reduce possible investment opportunities. The
current fundamental investment restriction is set forth below.
Current
The Fund cannot invest in companies for the purpose of acquiring
control or management of those companies.
Elimination of the above fundamental investment restriction is not
expected to have a significant impact on the Fund's investment practices or
management because the Fund currently has no intention of investing in companies
for the purpose of obtaining or exercising management or control. A Fund might
be considered to be investing for control if it purchases a large percentage of
the securities of a single issuer. This restriction was intended to ensure that
a mutual fund would not be engaged in the business of managing other companies.
This restriction was originally adopted to address certain state or
"Blue Sky" requirements in connection with the registration of shares of the
Fund for sale in those particular states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund, and, the Board believes that its elimination
could increase the Fund's flexibility when choosing investments in the future.
G. Maintaining the Fund's Business as an Investment Company
The Fund is currently subject to a fundamental investment restriction
that requires it to continue to maintain its business as an investment company.
Because this investment restriction is not required to be fundamental under the
1940 Act, it is proposed that it be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot cease to maintain its business as an investment
company, as defined in the Investment Company Act.
This restriction was originally adopted to address certain past
regulatory practices and state "Blue Sky" requirements in connection with
registration of shares of the Fund for sale in those particular states.
Elimination of this fundamental investment restriction would not result in any
change in the management or operation of the Fund. In addition, the requirements
of the 1940 Act do not require this restriction to be adopted by a fund as
fundamental or otherwise, and therefore, funds are not required to stay in
business indefinitely. A fundamental investment restriction requiring the Fund
to maintain its business as an investment company could also serve to harm
investors if the Board determines, based on business and economic factors, that
shareholders would be better off if the Fund ceased to operate in its present
form. Accordingly, the Board recommends that shareholders vote to eliminate this
fundamental investment restriction.
H. Acceptance of Share Purchase Price
The Fund is currently subject to a fundamental investment restriction
that requires it to immediately issue shares in connection with the acceptance
of purchase price monies. Because this investment restriction is not required to
be fundamental, it is proposed that it be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot accept the purchase price for any of its
shares without immediately thereafter issuing an appropriate
number of shares.
This investment restriction is not required to be fundamental under the
1940 Act or rules thereunder. This fundamental investment restriction was
originally adopted to address certain business and regulatory practices at that
time. In practice, the Fund immediately issues shares upon its acceptance of the
payment price in conformity with this fundamental investment restriction and the
rules regarding clearance and settlement of securities. Acceptance is predicated
on delivery of cash or settled funds for payment of fund shares and not merely
receiving a check or other similar negotiable instrument. Elimination of this
fundamental investment restriction would not result in any change in the
management or operation of the Fund. The Board recommends that shareholders
eliminate this fundamental investment restriction.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH SUB-PROPOSAL
DESCRIBED ABOVE
PROPOSAL 4: TO APPROVE CHANGES TO CERTAIN INVESTMENT RESTRICTIONS OF THE FUND
Proposal number 4 is composed of four separate proposed changes to the
Fund's current investment policies. The Board believes that under appropriate
circumstances, the Fund should be permitted to lend money to, and borrow money
from, other Oppenheimer mutual funds (referred to as "inter-fund lending") and
pledge its assets as collateral for the loan as explained in the following
proposals. All four of these proposals must be approved together if the
inter-fund lending arrangements described below are to be implemented, and
shareholders are requested to vote to approve or disapprove all four together.
A. Borrowing.
The 1940 Act imposes certain restrictions on the borrowing activities
of registered investment companies. The restrictions on borrowing are generally
designed to protect shareholders and their investment by restricting a fund's
ability to subject its assets to claims of creditors who might have a claim to
the fund's assets that would take priority over the claims of shareholders. A
fund's borrowing restriction must be a fundamental investment restriction.
Under the 1940 Act, a fund may borrow from banks up to one-third of its
total assets (including the amount borrowed). In addition, a fund may borrow up
to 5% of its total assets for temporary purposes from any person. Section 18 of
the 1940 Act deems a loan temporary if it is repaid within 60 days and not
extended or renewed. Funds typically borrow money to meet redemptions in order
to avoid forced, unplanned sales of portfolio securities. This technique allows
a fund greater flexibility to buy and sell portfolio securities for investment
or tax considerations, rather than for cash flow considerations.
The Fund currently is subject to a fundamental investment restriction
concerning borrowing which is more restrictive than required by the 1940 Act.
The Board recommends that the Fund's restriction on borrowing be amended to
permit the Fund to borrow from banks and/or affiliated investment companies up
to one-third of its total assets (including the amount borrowed). As amended,
the Fund's restriction on borrowing would remain a fundamental restriction
changeable only by the vote of a majority of the outstanding voting securities
of the Fund as defined in the 1940 Act.
The current and proposed fundamental investment restrictions are set
forth below.
Current Proposed
The Fund cannot borrow money,
except for temporary emergency The Fund cannot borrow money in excess of
purposes or under other unusual 33-1/3% of the value of its total assets.
circumstances. The Fund may borrow only from banks and/
or affilated investment companies. With
respect to this fundamental policy,
the Fund can borrow only if it maintains
a 300% ratio of assets to borrowing at
all times in the manner set forth in the
Investment Company Act of 1940.
The current restriction on borrowing is silent with respect to the
permissible entities that the Fund may borrow from. The Board recommends that
this restriction be amended to permit the Fund to borrow money from banks and/or
from affiliated investment companies provided such borrowings do not exceed
33-1/3% of its total assets. The proposal would also add flexibility by
permitting the Fund to borrow money in cases other than extraordinary or
emergency purposes as a termporary measure.
Permitting the Fund to borrow money from affiliated funds (for example,
those funds in the OppenheimerFunds complex) would afford the Fund the
flexibility to use the most cost-effective alternative to satisfy its borrowing
requirements. The Trustees believe that the Fund may be able to obtain lower
interest rates on its borrowings from affiliated funds than it would through
traditional bank channels.
Current law prohibits the Fund from borrowing from other funds of the
OppenheimerFunds complex. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet decided to apply for such
an order and there is no guarantee any such order would be granted, even if
applied for. Until the SEC has approved an inter-fund lending application, the
Fund will not engage in borrowing from affiliated investment companies.
The Fund will not borrow from affiliated funds unless the terms of the
borrowing arrangement are at least as favorable as the terms the Fund could
otherwise negotiate with a third party. To assure that the Fund will not be
disadvantaged by borrowing from an affiliated Fund, certain safeguards may be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the fund will not borrow money from
affiliated funds unless the interest rate is more favorable than available bank
loan rates; the Fund's borrowing from affiliated funds must be consistent with
its investment objective and investment policies; the loan rates will be
determined by a pre-established formula based on quotations from independent
banks; if the Fund has outstanding borrowings from all sources greater than 10%
of its total assets, then the Fund must secure each additional outstanding
interfund loan by the pledge of segregated collateral (see paragraph C "Pledging
of Assets," below); the Fund cannot borrow from an affiliated fund in excess of
125% of its total redemptions for the preceding seven days; each interfund loan
may be repaid on any day by the Fund; and the Trustees will be provided with a
report of all interfund loans and the Trustees will monitor all such borrowings
to ensure that the Fund's participation is appropriate.
In determining to recommend the proposed amendment to shareholders for
approval, the Board considered the possible risks to the Fund from participation
in the inter-fund lending program. There is a risk that a borrowing fund could
have a loan recalled on one day's notice. In that circumstance, the borrowing
fund might have to borrow from a bank at a higher interest cost if money to lend
were not available from another Oppenheimer fund. The Board considered that the
benefits to the Fund of participating in the program outweigh the possible risks
to the Fund from such participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental policy on borrowing and are also being asked to approve an amendment
to the Fund's fundamental restriction on lending (paragraph B "Lending," below).
If this proposal 4 is adopted, the Fund, subject to its investment objectives
and policies, will be able to participate in the inter-fund lending program as
both a lender and a borrower.
B. Lending.
The Fund currently has an operating policy that prohibits the Fund from
lending money, except in cases where the Fund is purchasing debt securities,
entering into repurchase agreements or making loans of securities. Under the
1940 Act, a fund's restriction with respect to lending is required to be
fundamental so that it cannot be changed without the vote of a majority of the
outstanding voting securities of the Fund. The Board recommends that this
operating policy on lending be clearly stated as fundamental.
It is proposed that the current operating policy also be amended to
permit the Fund to lend its assets to affiliated investment companies (for
example, other funds in the OppenheimerFunds complex). Before an inter-fund
lending arrangement can be established, the Fund must obtain approval from the
SEC. Implementation of inter-fund lending would be accomplished consistent with
applicable regulatory requirements, including the provisions of any order the
SEC might issue to the Fund and other Oppenheimer funds. The Fund has not yet
applied for such an order and there is no guarantee any such order would be
granted, even if applied for. Until the SEC has approved an inter-fund lending
application, the Fund will not engage in lending with affiliated investment
companies. As amended, the restriction on lending for the Fund would be a
fundamental investment restriction changeable only by the vote of a majority of
the outstanding voting securities of the Fund as defined in the 1940 Act. The
current operating policy and fundamental investment restriction are set forth
below.
<PAGE>
Current
The Fund currently has an operating policy (which is not fundamental but will
not be changed without the approval of shareholders) that prohibits the Fund
from lending money, however, that policy does not prohibit the Fund from
purchasing debt securities, entering into repurchase agreements or making loans
of portfolio securities.
Proposed
The Fund cannot make loans except (a) through lending of securities, (b) through
the purchase of debt instruments or similar evidence of indebtedness, (c)
through an interfund lending program with other affiliated funds, provided that
no such loan may be made if, as a result, the aggregate of such loans would
exceed 33-1/3% of the value of its total assets (taken at market value at the
time of such loans), and (d) through repurchase agreements.
The Fund is currently permitted to lend it portfolio securities in
fully collateralized loans to certain eligible borrowers approved by the Board
in amounts up to 10% of the value of total assets. Similarly, the Fund may also
engage in repurchase agreements in amounts up to 10% the value of net assets for
those repurchase agreements that have a maturity beyond seven days. For
shorter-term repurchase agreements, there is no limit on the amount of the
Fund's net assets that may be subject to the repurchase agreement. These
restrictions will continue to apply to the Fund.
The reason for lending money to an affiliated fund is that the lending
fund may be able to obtain a higher rate of return than it could from interest
rates on alternative short-term investments. To assure that the Fund will not be
disadvantaged by making loans to affiliated funds, certain safeguards will be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the Fund will not lend money to affiliated
funds unless the interest rate on such loan is determined to be reasonable under
the circumstances; the Fund may not make interfund loans in excess of 7.5% of
its net assets; an interfund loan to any one affiliated fund shall not exceed 5%
of the Fund's net assets; an interfund loan may not be outstanding for more than
seven days; each interfund loan may be called on one business day's notice; and
the Manager will provide the Trustees reports on all inter-fund loans
demonstrating that the Fund's participation is appropriate and that the loan is
consistent with its investment objectives and policies.
When the Fund lends assets to another affiliated fund, the lending fund
is subject to credit risks if the borrowing fund fails to repay the loan. The
Trustees believe that the risk is minimal.
C. Pledging of Assets.
The Fund is currently subject to a fundamental investment restriction
concerning the pledging of Fund assets. It is proposed that this current
fundamental investment restriction be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot pledge, mortgage or hypothecate its assets.
Collateral, escrow and margin arrangements in connection with
any of its investments is permitted.
The existing restriction is not required to be fundamental under the
1940 Act, and therefore, the Board believes that the Fund should be provided
with the maximum flexibility permitted by law to pursue its investment
objectives. The 1940 Act prohibitions on borrowing by the Fund would continue to
apply as discussed above in Paragraph A "Borrowing". Therefore, the Fund will be
able to pledge up to 33 1/3% of its total assets for borrowing money. The
Trustees recommend that this restriction be eliminated so that the Fund may
enter into collateral arrangements entered into in connection with its borrowing
requirements and consistent with paragraph A "Borrowing."
D. Diversification
The Fund is currently subject to a fundamental investment restriction
concerning the diversification of Fund assets. It is proposed that this current
restriction be amended to exclude securities of other investment companies from
the restriction. As amended, the restriction would remain fundamental changeable
only by the vote of a majority of the outstanding voting securities of the Fund
as defined in the 1940 Act. The current and proposed fundamental investment
restrictions are set forth below.
Current
The Fund cannot buy securities issued or guaranteed by any one issuer if more
than 5% of its total assets would be invested in securities of that issuer or if
it would then own more than 10% of that issuer's voting securities. This
restriction applies to 75% of the Fund's total assets. The limit does not apply
to securities issued by the U.S. government or any of its agencies or
instrumentalities.
Proposed
The Fund cannot buy securities issued or guaranteed by any one issuer if more
than 5% of its total assets would be invested in securities of that issuer or if
it would then own more than 10% of that issuer's voting securities. That
restriction applies to 75% of the Fund's total assets. The limit does not apply
to securities issued by the U.S. government or any of its agencies or
instrumentalities or securities of other investment companies.
The percentage limits in the current and proposed fundamental
investment restrictions are imposed by the 1940 Act. It is proposed that the
current restriction be amended to permit the Fund to lend its assets to
affiliated investment companies (for example, other funds in the
OppenheimerFunds complex), as discussed previously in paragraph B of Proposal 4
"Lending," and to permit the Fund to enter into fund-of-funds arrangements. The
ability of the Fund to invest in other investment companies is restricted by
Section 12(d)(1) of the 1940 Act. Section 12 was amended in 1996 by NSMIA to
permit mutual funds to enter into fund of funds or master/feeder arrangements
with other mutual funds in a fund complex, and granted the SEC broad powers to
provide exemptive relief for these purposes. The Fund is a party to an exemptive
order from the SEC permitting it to enter into a fund of funds arrangement.
While the Fund does not yet participate in a fund of funds arrangement, it may
do so in the future.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
PROPOSAL 5: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST
The Board of Trustees has approved and recommends that the shareholders
of the Fund authorize them to adopt and execute the Amended and Restated
Declaration of Trust for the Fund in the form attached to this Proxy Statement
as Exhibit A (New Declaration of Trust). The attached New Declaration of Trust
has been marked to show changes from the Fund's existing Declaration of Trust
(Current Declaration of Trust). The New Declaration of Trust is a more modern
form of trust instrument for a Massachusetts business trust, and going forward,
will be used as the standard Declaration of Trust for all new OppenheimerFunds
Massachusetts business trusts.
Adoption of the New Declaration of Trust will not result in any changes
in the Fund's Trustees or officers or in the investment policies and shareholder
services described in the Fund's current prospectus.
Generally, a majority of the Trustees may amend the Current Declaration
of Trust when authorized by a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the Trust. On April 25, 2000, the Trustees
approved the form of the New Declaration of Trust and authorized the submission
of the New Declaration of Trust to the Fund's shareholders for their
authorization at this Meeting.
The New Declaration of Trust amends the Current Declaration of Trust in
a number of significant ways. The following discussion summarizes some of the
more significant amendments to the Current Declaration of Trust effected by the
New Declaration of Trust.
In addition to the changes described below, there are other substantive and
stylistic differences between the New Declaration of Trust and the Current
Declaration of Trust. The following summary is qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as Exhibit A
to this Proxy Statement.
Significant Changes Effected by the New Declaration of Trust.
Reorganization of the Trust or Its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to reorganize the Trust
or any of its series or classes into a newly formed entity without shareholder
approval. The Current Declaration of Trust requires shareholder approval in
order to reorganize the Trust or any of its series. Currently, the Fund is the
sole series of the Trust.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the Trust or a series of the
Trust to reorganize into a newly formed entity. For example, in order to reduce
the cost and scope of state regulatory constraints or to take advantage of a
more favorable tax treatment offered by another state, the Trustees may
determine that it would be in the shareholders' interests to reorganize the
Trust or a series of the Trust to domicile it in another state or to change its
legal form. Under the Current Declaration of Trust, the Trustees cannot
effectuate such a potentially beneficial reorganization without first conducting
a shareholder meeting and incurring the attendant costs and delays. In contrast,
the New Declaration of Trust gives the Trustees the flexibility to reorganize
the Trust or any of its series into a newly formed entity and achieve potential
shareholder benefits without incurring the delay and potential costs of a proxy
solicitation. Such flexibility should help to assure that the Trust operates
under the most appropriate form of organization. The Trustees have no intention
at this time of reorganizing the Trust into a newly formed entity.
Before allowing a trust or a series reorganization to proceed without
shareholder approval, the Trustees have a fiduciary responsibility to first
determine that the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New Declaration of Trust
is also subject to any applicable requirements of the 1940 Act and Massachusetts
law. Of course, in all cases, the New Declaration of Trust would require that
shareholders receive written notification of any transaction.
The New Declaration of Trust does not give the Trustees the authority
to merge a series with another operating mutual fund or sell all of a series'
assets to another operating mutual fund without first seeking shareholder
approval. Under the New Declaration of Trust, shareholder approval is still
required for these transactions.
Termination of the Trust or its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to terminate the Trust or
any of its series or classes of shares without shareholder approval, provided
the Trustees determine that such action is in the best interest of shareholders
affected. Affected shareholders would receive written notice of any such
termination. The Trustees have no current intention of terminating the Trust, or
a series or class of shares.
Under certain circumstances, it may not be in the shareholders'
interest to require a shareholder meeting to permit the Trustees to terminate
the Fund or a series or class of shares. For example, a series may have
insufficient assets to invest effectively or a series or a class of shares may
have excessively high expense levels due to operational needs. Under such
circumstances, absent viable alternatives, the Trustees may determine that
terminating the series or class of shares is in the shareholders' interest and
the only appropriate course of action. The process of obtaining shareholder
approval of the series' or classes' termination may, however, make it more
difficult to complete the series' or classes' liquidation and termination and,
in general, will increase the costs associated with the termination. In such a
case, it may be in the shareholders' interest to permit the series' or classes'
termination without incurring the costs and delays of a shareholder meeting.
As discussed above, before allowing the Fund or a series or class to
terminate without shareholder approval, the Trustees have a fiduciary
responsibility to first determine that the proposed transaction is in the
shareholders' interest. Any exercise of the Trustees' increased authority under
the New Declaration of Trust is also subject to any applicable requirements of
the 1940 Act and Massachusetts law, and shareholders' receipt of written
notification of the transaction.
Future Amendments of the Declaration of Trust. The New Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval. Under the New Declaration of Trust, shareholders
generally have the right to vote on any amendment affecting their right to vote,
on any amendment affecting the New Declaration of Trust's amendment provisions,
on any amendment affecting the shareholders' rights to indemnification, and on
any amendment affecting the shareholders' rights to vote on the merger or sale
of the Trusts', series', or classes' assets to another issuer. The Current
Declaration of Trust, on the other hand, generally gives shareholders the
exclusive power to amend the Declaration of Trust with certain limited
exceptions. By allowing amendment of the Declaration of Trust without
shareholder approval, the New Declaration of Trust gives the Trustees the
necessary authority to react quickly to future contingencies. As mentioned
above, such increased authority remains subordinate to the Trustees' continuing
fiduciary obligations to act with due care and in the shareholders' interest.
Other Changes Effected by the Amended and Restated Declaration of Trust
-----------------------------------------------------------------------
In addition to the significant changes described above, the Amended
and Restated Declaration of Trust modifies the current Declaration of Trust in a
number of important ways, including, but not limited to, the following:
a. The New Declaration of Trust clarifies that no shareholders of any series or
class shall have a claim on the assets of another series or class.
b. As a general matter, the New Declaration of Trust modifies the current
Declaration of Trust to incorporate appropriate references to classes of shares.
c. The New Declaration of Trust modifies the current Declaration of Trust by
changing the par value of the Trust's shares from no par value to $.001 par
value.
d. The New Declaration of Trust modifies the current Declaration of Trust by
giving the Trustees the power to effect a reverse stock split, and to make
distributions in-kind.
e. The New Declaration of Trust modifies the current Declaration of Trust so
that all Shares of all Series vote together on issues to be voted on unless (i)
separate Series or Class voting is otherwise required by the 1940 Act or the
instrument establishing such Shares, in which case the provisions of the 1940
Act or such instrument, as applicable, will control, or (ii) unless the issue to
be voted on affects only particular Series or Classes, in which case only Series
or Classes so affected will be entitled to vote.
f. The New Declaration of Trust clarifies that proxies may be voted pursuant to
any computerized, telephonic or mechanical data gathering device, that
Shareholders receive one vote per Share and a proportional fractional vote for
each fractional share, and that, at a meeting, Shareholders may vote on issues
with respect to which a quorum is present, while adjourning with respect to
issues for which a quorum is not present.
g. The New Declaration of Trust clarifies various existing trustee powers. For
example, the New Declaration of Trust clarifies that the Trustees may appoint
and terminate agents and consultants and hire and terminate employees; in
addition to banks and trust companies, the Trustees may employ as fund custodian
companies that are members of a national securities exchange or other entities
permitted under the 1940 Act; to retain one or more transfer agents and employ
sub-agents; delegate authority to investment advisers and other agents or
independent contractors; pledge, mortgage or hypothecate the assets of the
Trust; and operate and carry on the business of an investment company. The New
Declaration of Trust clarifies or adds to the list of trustee powers. For
example, the Trustees may sue or be sued in the name of the Trust; make loans of
cash and/or securities; enter into joint ventures, general or limited
partnerships and other combinations or associations; endorse or guarantee the
payment of any notes or other obligations of any person or make contracts of
guarantee or suretyship or otherwise assume liability for payment; purchase
insurance and/or bonding; pay pensions and adopt retirement, incentive and
benefit plans; and adopt 12b-1 plans.
h. The New Declaration of Trust clarifies that the Trust may redeem shares of a
class or series held by a shareholder for any reason, including but not limited
to reimbursing the Trust or the distributor for the shareholder's failure to
make timely and good payment; failure to supply a tax identification number; and
failure to maintain a minimum account balance as established by the Trustees
from time to time.
i. The New Declaration of Trust clarifies that a trust is created and not a
partnership, joint stock association, corporation, bailment, or any other form
of legal relationship, and expressly disclaims shareholder and trustee liability
for the acts and obligations of the Trust.
j. The New Declaration of Trust clarifies that the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any officer, agent,
employee, consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer agent of the Trust nor shall a trustee be
responsible for the act or omission of any other Trustee.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS YOU APPROVE THIS PROPOSAL
INFORMATION ABOUT THE FUND
The SEC requires that the following information be provided to the
Fund's shareholders.
Fund Information. As of June 26, 2000, the Fund had 235,556,508.194 shares
outstanding, consisting of 190,818,418.001 Class A, 38,881,577.564 Class B and
5,856,512.629 Class C shares. Each share has voting rights as stated in this
Proxy Statement and is entitled to one vote for each share (and a fractional
vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of June 26, 2000,
there were none.
The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of the Fund's business, pursuant to its investment advisory agreement with the
Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the
Manager, is the general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, located at 6803 South
Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Funds on an "at cost" basis, for
which it was paid $______________ by the Fund during the fiscal year ended
August 31, 1999.
The Manager (including subsidiaries and affiliates) currently manages
investment companies, including other Oppenheimer funds, with assets of more
than $125 billion as of March 31, 2000, and with more than 5 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are
located at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC is
owned by (i) certain officers and/or directors of the Manager, (ii) MassMutual
and (iii) another investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of
August 1, 1997, OAC declared a ten for one stock split. At December 31, 1999, on
a post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 8,667,670 shares of Class B voting stock, and (iii)
15,022,072 shares of Class C non-voting stock. This collectively represented
89.5% of the outstanding common stock and 85% of the voting power of OAC as of
that date. Certain officers and/or directors of the Manager held (i) 3,660,540
shares of the Class B voting stock, representing 7.2% of the outstanding common
stock and 10.3% of the voting power, and (ii) options acquired without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889 shares of Class C non-voting stock. That group includes persons who
serve as officers of the Fund and Bridget A. Macaskill, who serves as President
and a Trustee of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their
shares and vested options to OAC or MassMutual at a formula price (based on
earnings of the Manager). MassMutual may exercise call (purchase) options on all
outstanding shares of both such classes of common stock and vested options at
the same formula price. From the period September 1, 1998 to August 31, 1999,
the only transactions on a post-split basis by persons who serve as Trustees of
the Fund were by Mr. Swain who surrendered for cancellation _______ options to
Mass Mutual for a cash payment of $___________, Ms. Macaskill who surrendered
for cancellation ________ options to Mass Mutual for a cash payment of
$__________ and Mr. Bowen who sold _________ shares of Class B OAC common stock
to Mass Mutual and surrendered for cancellation _________ options to Mass Mutual
for a cash payment of $__________.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; James C. Swain, Vice Chairman; Jeremy Griffiths,
Executive Vice President, Chief Financial Officer and a director; O. Leonard
Darling, Executive Vice President and Chief Investment Officer; Andrew J.
Donohue, Executive Vice President, General Counsel and a director; George
Batejan, Executive Vice President and Chief Information Officer; Craig Dinsell,
Loretta McCarthy, James Ruff and Andrew Ruotolo, Executive Vice Presidents;
Brian W. Wixted, Senior Vice President and Treasurer; Charles Albers, Victor
Babin, Bruce Bartlett, Robert A. Densen, Ronald H. Fielding, Robert B. Grill,
Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram
Kornberg, John S. Kowalik, Andrew J. Mika, David Negri, Robert E. Patterson,
Russell Read, Richard Rubinstein, Christian D. Smith, Arthur Steinmetz, John
Stoma, Jerry A. Webman, William L. Wilby, Donna Winn, Carol Wolf, Kurt
Wolfgruber, Robert G. Zack, and Arthur J. Zimmer, Senior Vice Presidents. These
officers are located at one of the three offices of the Manager: Two World Trade
Center, New York, NY 10048-0203; 6803 South Tucson Way, Englewood, CO 80112; and
350 Linden Oaks, Rochester, NY 14625-2807.
Custodian. The Bank of New York, Mutual Funds Division, 100 Church Street, New
York, NY 10286, acts as custodian of the Fund's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund for the fiscal year ended August 31, 1999 and
Semi-Annual Report to Shareholders for the period ended February 23, 2000, have
previously been sent to all shareholders. Upon request, shareholders may obtain
without charge a copy of the Annual and Semi-Annual Reports by writing the Fund
at the address above or calling the Fund at 1.800.525.7048.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of soliciting these proxies will be borne by
the Fund. In addition to solicitations by mail, proxies may be solicited by
officers or employees of the Fund's transfer agent or by officers or employees
of the Fund's investment adviser, personally or by telephone or telegraph;
without extra compensation. Proxies may also be solicited by a proxy
solicitation firm hired at the Fund's expense for such purpose. Brokers, banks
and other fiduciaries may be required to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. It is
anticipated that the cost of engaging a proxy solicitation firm would not exceed
$3,500 plus the additional costs which would be incurred in connection with
contacting those shareholders who have not voted. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.
Voting By Broker-Dealers. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) as record holder vote such shares for the election of
Trustees and on the Proposals in the same proportion as that broker-dealer votes
street account shares for which voting instructions were received in time to be
voted. A "broker non-vote" is deemed to exist when a proxy received from a
broker indicates that the broker does not have discretionary authority to vote
the shares on that matter. Abstention's and broker non-votes will have the same
effect as a vote against the proposal.
Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Approval of Proposal 1 requires a plurality vote and approval of
proposal 2 requires a majority vote of the outstanding shares present at the
meeting. Approval of Proposals 3 through 5 requires the affirmative vote of a
majority of the outstanding voting securities of the Fund voting in the
aggregate and not by class. As defined in the 1940 Act, the vote of a majority
of the outstanding shares means the vote of (1) 67% or more of the Fund's
outstanding shares present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (2) more
than 50% of the Fund's outstanding shares, whichever is less.
If a shareholder executes and returns a proxy but fails to indicate how
the votes should be cast, the proxy will be voted in favor of the election of
each of the nominees named in this Proxy Statement for Trustee and in favor of
each Proposal.
You may revoke your previously granted proxy at any time before it is
exercised (1) by delivering a written notice to the Fund expressly revoking your
proxy, (2) by signing and forwarding to the Fund a later-dated proxy, or (3) by
attending the Meeting and casting your votes in person.
Shareholder Proposals. The Fund is not required to hold shareholder meetings on
a regular basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (under special conditions described
in the Statement of Additional Information). Under the proxy rules of the
Securities and Exchange Commission, shareholder proposals which meet certain
conditions may be included in a Fund's proxy statement for a particular meeting.
Those rules require that for future meetings, the shareholder must be a record
or beneficial owner of Fund shares either (i) with a value of at least $2,000 or
(ii) in an amount representing at least 1% of the Fund's securities to be voted,
at the time the proposal is submitted and for one year prior thereto, and must
continue to own such shares through the date on which the meeting is held.
Another requirement relates to the timely receipt by the Fund of any such
proposal. Under those rules, a proposal submitted for inclusion in the Fund's
proxy material for the next meeting after the meeting to which this proxy
statement relates must be received by the Fund a reasonable time before the
solicitation is made. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material, since there are other requirements under the proxy rules for
such inclusion.
<PAGE>
OTHER MATTERS
Management of the Fund knows of no business other than the Proposals
specified above that will be presented at the Meeting. Since matters not known
at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy to vote the proxy in accordance with their judgment on such matters.
The Board does not intend to bring any matters before the Meeting other
than Proposals 1 through 5 and is not aware of any other matters to be brought
before the Meeting by others. If any other matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment in
voting on such matters.
In the event sufficient votes in favor of one or more Proposals set
forth in the Notice of Meeting of Shareholders are not received by the date of
the Meeting, the persons named in the enclosed proxy may propose one or more
adjournments of the Meeting. If a quorum is present but sufficient votes in
favor of one or more of the Proposals have not been received, the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such proposal. All such adjournments
will require the affirmative vote of a majority of the shares present in person
or by proxy at the session of the Meeting to be adjourned. A vote may be taken
on one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes for its approval have been received and it is
otherwise appropriate.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
July __, 2000
burns\proxies\CapitalIncome_2000rev.
EXHIBIT A
AMENDED AND RESTATED DECLARATION OF TRUST
OF
OPPENHEIMER EQUITY CAPITAL INCOME FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of the 4TH day of
August 1995, by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees, and amended and restated this ___ day of
___________, 2000.
WHEREAS, the Trustees established Oppenheimer Equity Income Fund (the
"Fund" or the "Trust") as wish to establish 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;
WHEREAS, the Declaration of Trust dated August 15, 1986 was replaced by an
Amended and Restated Declaration of Trust dated August 12, 1993 to designate an
additional class of shares of the Trust as Class B;
WHEREAS, pursuant to Section (C) of Article FOURTH, the Trustees of the
Trust have authorized the issuance of a third class of shares pursuant to
Section (C) Article FOURTH, which shall be designated as Class C;
WHEREAS, the Trustees desire to make certain permitted changes to said
Declaration of Trust;
WHEREAS, such changes have been approved by the Fund's shareholders;
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 in trust as herein
set forth below.
ARTICLE FIRST - : NAME
=======------ --====
This Trust shall be known as OPPENHEIMER EQUITY CAPITAL INCOME FUND.
=======
The address of the Trust is 3410 South Galena Street, Denver, Colorado, 80231
Oppenheimer Capital Income Fund is Two World Trade Center, New York, NY
=============================================================================
10048. The Registered Agent for Service in Massachusetts is Massachusetts
Mutual Life Insurance Company, 1295 State Street, Springfield, Massachusetts,
01111, Attention: Legal Department. Stephen Kuhn, Esq.
==================
SECOND: ARTICLE SECOND - DEFINITIONS
--------============== ===========
Whenever used herein, unless otherwise required by the context or
specifically provided:
1. All terms used in this Declaration of Trust that are defined in the
1940 Act (defined below) shall have the meanings given to them in the 1940 Act.
2. "1940 Act""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 (as defined below) 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" means this Amended and Restated Declaration of
Trust as it may be amended 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.
3. "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.
4. "By-Laws" means the By-Laws of the Trust as amended from time to
== =================================================================
time.
5. "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.
6. "Commission" means the Securities and Exchange Commission.
7. "Declaration of Trust" shall mean this Amended and Restated
Declaration of Trust as it may be amended or restated from time to
time.
8. "Majority Vote of Shareholders" shall mean, with respect to any matter on
which the Shares of the Trust or of a Series or Class thereof, as the case may
be, may be voted, the "vote of a majority of the outstanding voting securities"
(as defined in the 1940 Act or the rules and regulations of the Commission
thereunder) of the Trust or such Series or Class, as the case may be.
9. "Net asset value" means, with respect to any Share of any Series, (i)
in the case of a Share of a Series whose Shares are not divided into Classes,
the quotient obtained by dividing the value of the net assets of that Series
(being the value of the assets belonging to that Series less the liabilities
belonging to that Series) by the total number of Shares of that Series
outstanding, and (ii) in the case of a Share of a Class of Shares of a Series
whose Shares are divided into Classes, the quotient obtained by dividing the
value of the net assets of that Series allocable to such Class (being the value
of the assets belonging to that Series allocable to such Class less the
liabilities belonging to such Class) by the total number of Shares of such Class
outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.
10. "Series" 8. "Series" refers to series of Shares shares of the
=== ======== ======
Trust established and designated under or in accordance with the provisions
of Article FOURTH.
9. "Shareholder" 11. "Shareholder" means a record owner of Shares of
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the Trust.
10. "Shares" 12. "Shares" refers to the transferable units of interest
into which the beneficial interest in the Trust or any Series or Class of the
Trust (as the context may require) shall be divided from time to time and
includes fractions of Shares as well as whole Shares.
11. The "Trust" 13. "Trust" refers to the Massachusetts business
=== =======
trust created by this Declaration of Trust, as amended or restated from time
to time.
12. "Trustees" 14. "Trustees" refers to the individual trustees in
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their capacity as trustees hereunder of the Trust and their successor or
successors for the time being in office as such trustees.
ARTICLE THIRD - PURPOSE OF TRUST
============= ================
THIRD: The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are as
follows:
1. To hold, invest or reinvest its funds, and in connection therewith to
hold part or all of its funds in cash, and to purchase or otherwise acquire,
hold for investment or otherwise, sell, lend, pledge, mortgage, write options
on, lease, sell short, assign, negotiate, transfer, exchange or otherwise
dispose of or turn to account or realize upon, securities (which term
"securities""securities" shall for the purposes of this Declaration of Trust,
without limitation of the generality thereof, be deemed to include any stocks,
shares, bonds, financial futures contracts, indexes, debentures, notes,
mortgages or other obligations, and any certificates, receipts, warrants or
other instruments representing rights to receive, purchase or subscribe for the
same, or evidencing or representing any other rights or interests therein, or in
any property or assets) created or issued by any issuer (which term
"issuer""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
Trust's fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration (including without limitation thereto, securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue, redeem or cancel its Shares, or to classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series or Class
into one or more Series or Classes that may have been established and designated
from time to time, all without the vote or consent of the Shareholders of the
Trust, in any manner and to the extent now or hereafter permitted by this
Declaration of Trust.
5. To conduct its business in all its branches at one or more offices in
New York, Colorado and elsewhere in any part of the world, without restriction
or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any stock securities or other instruments of, or share of
interest in, any issuer, and in connection therewith to or make or enter into
such deeds or contracts with any issuers and to do such acts and things and to
exercise such powers, as a natural person could lawfully make, enter into, do or
exercise.
7. To do any and all such further acts and things and to exercise any and
all such further powers as may be necessary, incidental, relative, conducive,
appropriate or desirable for the accomplishment, carrying out or attainment of
all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of this Declaration
of Trust, and shall each be regarded as independent and construed as powers as
well as objects and purposes, and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Trust now or hereafter conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state, territory, district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.
ARTICLE FOURTH - SHARES
1. FOURTH: (A) The beneficial interest in the Trust shall be divided into
Shares, all without with $.001 par value per share, but the Trustees shall have
the authority from time to time, without obtaining Shareholder shareholder
approval, to create one or more Series of Shares in addition to the Series
specifically established and designated in part (C) 3 of this Article FOURTH,
and to divide the shares of any Series into two or more Classes pursuant to Part
(B) part 2 of this Article FOURTH, all as they deem necessary or desirable, to
establish and designate such Series and Classes, and to fix and determine the
relative rights and preferences as between the different Series of Shares or
Classes of Shares as to right of redemption and the price, terms and manner of
redemption, liabilities and expenses to be borne by any Series or Class, special
and relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion on liquidation, conversion
rights, and conditions under which the several Series or Classes of Shares shall
have individual voting rights or no voting rights. Except as aforesaid
established by the Trustees with respect to such Series or Classes, pursuant to
the provisions of this Article FOURTH, and except as otherwise provided herein,
all Shares of the different Series and Classes of a Series, if any, shall be
identical.
(a) The number of authorized Shares and the number of Shares of each
Series and each Class of a Series that may be issued is unlimited, and the
Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split-up), or may reduce the number of issued
Shares of a Series or Class in proportion to the relative net asset value of the
Shares of such Series or Class, all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by the Trustees
shall be fully paid and non-assessable. The Trustees may classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of any Series
into one or more Series or Classes of Series that may be established and
designated from time to time. The Trustees may hold as treasury Shares (of the
same or some other Series), reissue for such consideration and on such terms as
they may determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any Class of
any Series in addition to that established and designated in part (C) 3 of this
Article FOURTH shall be effective upon either (i) the execution by a majority of
the Trustees of an instrument setting forth such establishment and designation
and the relative rights and preferences of such Series or such Class of such
Series or , whether directly in such instrument or by reference to, or approval
of, another document that sets forth such relative rights and preferences of the
Series or any Class of any Series including, without limitation, any
registration statement of the Trust, (ii) upon the execution of an instrument in
writing by an officer of the Trust pursuant to the vote of a majority of the
Trustees, or (iii) as otherwise provided in either such instrument. At any time
that there are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by an instrument
executed by a majority of their number or by an officer of the Trust pursuant to
a vote of a majority of the Trustees abolish that Series or Class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall be an amendment to this Declaration of Trust, and the Trustees
may make any such amendment without shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold and
dispose of Shares of any Series or Class of any Series of the Trust to the same
extent as if such person were not a Trustee, officer or other agent of the
Trust; and the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any such person or any
such organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of Shares of such Series or Class
generally.
(B) 2. (a) Classes. The Trustees shall have the exclusive authority from
time to time, without obtaining shareholder approval, to divide the Shares of
any Series into two or more Classes as they deem necessary or desirable, and to
establish and designate such Classes. In such event, each Class of a Series
shall represent interests in the designated Series of the Trust and have such
voting, dividend, liquidation and other rights as may be established and
designated by the Trustees. Expenses and liabilities related directly or
indirectly to the Shares of a Class of a Series may be borne solely by such
Class (as shall be determined by the Trustees) and, as provided in Article
FIFTH, a Class of a Series may have exclusive voting rights with respect to
matters relating solely to such Class this Article FOURTH. The bearing of
expenses and liabilities solely by a Class of Shares of a Series shall be
appropriately reflected (in the manner determined by the Trustees) in the net
asset value, dividend and liquidation rights of the Shares of such Class of a
Series. The division of the Shares of a Series into Classes and the terms and
conditions pursuant to which the Shares of the Classes of a Series will be
issued must be made in compliance with the 1940 Act. No division of Shares of a
Series into Classes shall result in the creation of a Class of Shares having a
preference as to dividends or distributions or a preference in the event of any
liquidation, termination or winding up of the Trust, to the extent such a
preference is prohibited by Section 18 of the 1940 Act as to the Trust. The fact
that a Series shall have initially been established and designated without any
specific establishment or designation of Classes (i.e., that all Shares of such
Series are initially of a single Class), or that a Series shall have more than
one established and designated Class, shall not limit the authority of the
Trustees to establish and designate separate Classes, or one or more additional
Classes, of said Series without approval of the holders of the initial Class
thereof, or previously established and designated Class or Classes thereof.
(b) Class Differences. The relative rights and preferences of the
Classes of any Series may differ in such other respects as the Trustees may
determine to be appropriate in their sole discretion, provided that such
differences are set forth in the instrument establishing and designating such
Classes and executed by a majority of the Trustees (or by an instrument executed
by an officer of the Trust pursuant to a vote of a majority of the Trustees).
The relative rights and preferences of each Class of Shares of different
Classes shall be the same in all respects except that, and unless and until the
Board of Trustees shall determine otherwise: (i) when a vote of Shareholders is
required under this Declaration of Trust or when a meeting of Shareholders is
called by the Board of Trustees, the Shares of a Class shall vote exclusively on
matters that affect that Class only,; (ii) the expenses and liabilities related
to a Class shall be borne solely by such Class (as determined and allocated to
such Class by the Trustees from time to time in a manner consistent with parts
(B) 2 and (C) 3 of this Article FOURTH); and (iii) pursuant to paragraph part 10
of Article NINTH, the Shares of each Class shall have such other rights and
preferences as are set forth from time to time in the then -effective Prospectus
and/or Statement of Additional Information effective prospectus and/or statement
of additional information relating to the Shares. Dividends and distributions on
one class each Class of Shares may differ from the dividends and distributions
on another any other such Class, and the net asset value of the Shares of one
Class each Class of Shares may differ from the net asset value of the Shares of
another any other such Class.
(C) 3. Without limiting the authority of the Trustees set forth in part
(A) parts 1 and 2 of this Article FOURTH to establish and designate any further
Series or Classes of Series, the Trustees hereby establish one Series of Shares
having the same name as the Trust, and said Series Shares shall be divided into
three four Classes, which shall be designated Class A, Class B and Class C. The
Shares of that Series and any Shares of any further Series or Classes, Class C
and Class Y. In addition to the rights and preferences described in parts 1 and
2 of this Article FOURTH with respect to Series and Classes, the Series and
Classes established hereby shall have the relative rights and preferences
described in this part 3 of this Article FOURTH. The Shares of any Series or
Class that may from time to time be established and designated by the Trustees
shall (unless the Trustees otherwise determine with respect to some further
Series or Classes at the time of establishing and designating the same) have the
following relative rights and preferences:
(i)(a) Assets Belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a particular Series or
any Class thereof, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such proceeds
in whatever form the same may be, shall irrevocably belong to that Series (and
may be allocated to any Classes thereof) for all purposes, subject only to the
rights of creditors, and shall be so recorded upon the books of account of the
Trust. Such consideration, assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or liquidation
of such assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are herein
referred to as "assets"assets belonging to" 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")"General Items"), the Trustees shall
allocate such General Items to and among any one or more of the Series
established and designated from time to time in such manner and on such basis as
they, in their sole discretion, deem fair and equitable; and any General Items
so allocated to a particular Series shall belong to that Series (and be
allocable to any Classes thereof). Each such allocation by the Trustees shall be
conclusive and binding upon the shareholders of all Series for all purposes.
Shareholders of all Series (and any Classes thereof) for all purposes. No
Shareholder or former Shareholder of any Series or Class shall have a claim on
or any right to any assets allocated or belonging to any other Series or Class.
(ii) (a)(b) (1) Liabilities Belonging to Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall be
charged and allocated to the assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series and all
expenses, costs, charges and reserves attributable to that Series. Any general
liabilities, expenses, costs, charges or 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, 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"liabilities belonging to" 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.
(b)(2) Liabilities Belonging to a Class. If a Series is
divided into more than one Class, the liabilities, expenses, costs, charges and
reserves attributable to a Class shall be charged and allocated to the Class to
which such liabilities, expenses, costs, charges or reserves are attributable.
Any general liabilities, expenses, costs, charges or reserves belonging to the
Series which are not identifiable as belonging to any particular Class shall be
allocated and charged by the Trustees to and among any one or more of the
Classes established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities"liabilities belonging to" 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.
(iii)(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that Series
or Class, with such frequency as the Trustees may determine, which may be daily
or otherwise, pursuant to a standing resolution or resolutions adopted only once
or with such frequency as the Trustees may determine, from such of the income
and, capital gains, accrued or realized, and capital and surplus, from the
assets belonging to that Series or , or in the case of a Class, belonging to
such Series and being allocable to such Class, as the Trustees may determine,
after providing for actual and accrued liabilities belonging to such Series or
Class. All dividends and distributions on Shares of a particular Series or Class
shall be distributed pro rata to the Shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by such
Shareholders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's
Shareholder's purchase order and/or payment have not been received by the time
or times established by the Trustees under such program or procedure. Such
dividends and distributions may be made in cash or Shares of that Series or
Class or a combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election by
each Shareholder of the mode of the making of such dividend or distribution to
that Shareholder. Any such dividend or distribution paid in Shares will be paid
at the net asset value thereof as determined in accordance with paragraph part
13 of Article SEVENTH. Notwithstanding anything in this Declaration of Trust to
the contrary, the Trustees may at any time declare and distribute a dividend of
stock or other property pro rata among the Shareholders of a particular Series
or Class at the date and time of record established for the payment of such
dividends or distributions.
(d)(iv) Liquidation. In the event of the liquidation or dissolution
of the Trust or any Series or Class thereof, the Shareholders of each Series and
all Classes of each Series that have been established and designated and are
being liquidated and dissolved shall be entitled to receive, as a Series or
Class, when and as declared by the Trustees, the excess of the assets belonging
to that Series or, in the case of a Class, belonging to that Series and
allocable to that Class, over the liabilities belonging to that Series or Class.
Upon the liquidation or dissolution of the Trust or any Series or Class pursuant
to this part 3(d) of this Article FOURTH the Trustees shall make provisions for
the payment of all outstanding obligations, taxes and other liabilities, accrued
or contingent, of the Trust or that Series or Class. The assets so distributable
to the Shareholders of any particular Class or and Series shall be distributed
among such Shareholders in proportion to the number of Shares of such Class of
that Series held by them and recorded on the books of the Trust. relative net
asset value of such Shares. The liquidation of the Trust or any particular
Series or Class thereof may be authorized at any time by vote of a majority of
the Trustees or instrument executed by a majority of their number then in
office, provided the Trustees find that it is in the best interest of the
Shareholders of such Series or Class or as otherwise provided in this
Declaration of Trust or the instrument establishing such Series or Class. The
Trustees shall provide written notice to affected shareholders of a termination
effected under this part 3(d) of this Article FOURTH.
(v)(e) Transfer. All Shares of each particular Series or Class shall
be transferable, but transfers of Shares of a particular Class or and Series
will be recorded on the Share transfer records of the Trust applicable to such
Series or Class of that Series, as kept by the Trust or by any transfer or
similar agent, as the case may be, only at such times as Shareholders shall have
the right to require the Trust to redeem Shares of such Series or Class of that
Series and at such other times as may be permitted by the Trustees.
(vi) Equality. All Shares of each Series (f) Equality. Except as
provided herein or in the instrument designating and establishing any Series or
Class, all Shares of a particular Series or Class shall represent an equal
proportionate interest in the assets belonging to that Series, or in the case of
a Class, belonging to that Series and allocable to that Class, (subject to the
liabilities belonging to such that Series or any Class of that Series) Class),
and each Share of any particular Series or Class shall be equal to each other
Share of that Series and Shares of each Class of a Series shall be equal to each
other Share of such or Class; but the provisions of this sentence shall not
restrict any distinctions permissible under subsection (iii) of part (C) of this
Article FOURTH that may exist with respect to Shares of a Series or the
different Classes of a Series. The Trustees may from time to time divide or
combine the Shares of any particular Class or Series into a greater or lesser
number of Shares of that Class or Series without thereby changing provided that
such division or combination does not change the proportionate beneficial
interest in the assets belonging to that Class or Series or allocable to that
Class or in any way affecting affect the rights of Shares of any other Class or
Series.
(vii)(g) Fractions. Any fractional Share of any Class and or Series,
if any such fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Class and Series, including
those rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(viii)(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to provide
whether that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares, (ii)
holders of shares of any Class shall have the right to exchange said Shares into
Shares of one or more other Classes of the same or a different Series, and/or
(iii) the Trust shall have the right to carry out exchanges of the aforesaid
kind, in each case in accordance with such requirements and procedures as may be
established by the Trustees.
(ix)(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.
(x)(j) Investments in the Trust. The Trustees may accept investments
in the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize or determine. Such investments may be in the form of cash, securities
or other property in which the appropriate Series is authorized to invest, hold
or own, valued as provided in part 13, Article SEVENTH. The Trustees may
authorize any distributor, principal underwriter, custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that conform to
such authorized terms and to reject any purchase or sale orders for Shares
whether or not conforming to such authorized terms.
ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
============= ========================================
FIFTH: The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:
1. 1. The Shareholders shall have the power to vote (i) only (a) for the
election of Trustees when that issue is submitted to them, (ii) Shareholders, or
removal of Trustees to the extent and as provided in Article SIXTH, (b) with
respect to the amendment of this Declaration of Trust except where the Trustees
are given authority to amend the Declaration of Trust without shareholder
approval, (iii) to the extent and as provided in part 12, Article NINTH, (c)
with respect to transactions with respect to the Trust, a Series or Class as
provided in part 4(a), Article NINTH, (d) to the same extent as the shareholders
of a Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a class
action on behalf of the Trust any Series, Class or the Shareholders, and (iv)(e)
with respect to those matters relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the By-Laws of the
Trust or any registration statement of the Trust filed with the Commission or
any State, or as the Trustees may consider desirable, and (f) with respect to
any other matter as to which the Trustees, in their sole discretion, shall
submit to the Shareholders.
2. The Trust will not hold shareholder meetings unless required by
the 1940 Act, the provisions of this Declaration of Trust, or any other
applicable law. The Trustees may call a meeting of Shareholders.
shareholders from time to time.
===============================
3. At all meetings 3. As to each matter submitted to a vote of
Shareholders, each Shareholder shall be entitled to one vote on each matter
submitted to a vote of the Shareholders of the affected Series for each Share
standing in his for each whole Share and to a proportionate fractional vote for
each fractional Share standing in such Shareholder's name on the books of the
Trust on the date, fixed in accordance with the By-Laws, for determination of
Shareholders of the affected Series entitled to vote at such meeting (except, if
the Board so determines, for Shares redeemed prior to the meeting), and each
such Series shall vote separately ("Individual Series Voting"); a Series shall
be deemed to be affected when a vote of the holders of that Series on a matter
is required by the 1940 Act irrespective of the Series thereof or the Class
thereof and all Shares of all Series and Classes shall vote together as a single
Class; provided, however, that (i) as to any matter with respect to which a vote
of Shareholders separate vote of one or more Series or Classes thereof is
required by the 1940 Act or by any applicable law that must be complied with the
provisions of the writing establishing and designating the Series or Class, such
requirements as to a separate vote by Shareholders such Series or Class thereof
shall apply in lieu of Individual Series Voting as described above. If the
shares of a Series shall be divided into Classes as provided in Article FOURTH,
the shares of each Class all Shares of all Series and Classes thereof voting
together as a single Class; and (ii) as to any matter which affects only the
interests of one or more particular Series or Classes thereof, only the holders
of Shares of the one or more affected Series or Classes thereof shall be
entitled to vote, and each such Series or Class shall vote as a separate Class.
All Shares of a Series shall have identical voting rights except that the
Trustees, in their discretion, may provide, and all Shares of 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 shall have
identical voting rights. Shares may be voted in person or by proxy. Proxies may
be given by or on behalf of a Shareholder orally or in writing or pursuant to
any computerized, telephonic, or mechanical data gathering process.
4. Except as required by the 1940 Act or other applicable law, the
presence in person or by proxy of one-third of the Shares entitled to vote shall
be a quorum for the transaction of business at a Shareholders' meeting,
provided, however, that if any action to be taken by the Shareholders 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 a Series or Class
requires an affirmative vote of a majority, or more than a majority, of the
shares Shares outstanding and entitled to vote, then in such event with respect
to voting on that particular issue the presence in person or by proxy of the
holders of a majority of the shares Shares outstanding and entitled to vote at
such a meeting shall constitute a quorum for all purposes. Trustees shall be
elected by a plurality vote. In all other cases, at a meeting at which a quorum
is present, a vote of the majority of the the transaction of business with
respect to such issue. Any number less than a quorum shall be sufficient to
transact all business at the meeting for adjournments. If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholders or the
Trustees present at with respect to a particular issue to be voted on, such
meeting may be adjourned, without further notice, adjourn the same with respect
to such issue from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned. be present with respect
to such issue, but voting may take place with respect to issues for which a
quorum is present. Any meeting of Shareholders, whether or not a quorum is
present, may be adjourned with respect to any one or more items of business for
any lawful purpose, provided that no meeting shall be adjourned for more than
six months beyond the originally scheduled date. Any adjourned session or
sessions may be held, within a reasonable time after the date for the original
meeting without the necessity of further notice. A majority of the Shares voted
at a meeting at which a quorum is present shall decide any questions and a
plurality shall elect a Trustee, except when a different vote is required by any
provision of the 1940 Act or other applicable law or by this Declaration of
Trust or By-Laws.
4. Each Shareholder of a Series or Class 5. Each Shareholder, upon request
to the Trust in proper form determined by the Trust, shall be entitled to
require the Trust to redeem from the net assets of that Series or Class all or
part of the Shares of such Series or and Class standing in the name of such
Shareholder. The method of computing such net asset value, the time at which
such net asset value shall be computed and the time within which the Trust shall
make payment therefor, shall be determined as hereinafter provided in Article
SEVENTH of this Declaration of Trust. Notwithstanding the foregoing, the
Trustees, when permitted or required to do so by the 1940 Act, may suspend the
right of the Shareholders to require the Trust to redeem Shares.
5 6. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any security Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may determine.
6 7. All persons who shall acquire Shares shall acquire the same subject
to the provisions of the Declaration of Trust.
7 8. Cumulative voting for the election of Trustees shall not be
=
allowed.
ARTICLE SIXTH - THE TRUSTEES
============= ============
1. SIXTH: (A) The persons who shall act as initial Trustees until the
first meeting or until their successors are duly chosen and qualify are the
initial trustees executing this Declaration of Trust or any counterpart thereof.
However, the By-Laws of the Trust may fix the number of Trustees at a number
greater or lesser than the number of initial Trustees and may authorize the
Trustees to increase or decrease the number of Trustees, to fill any vacancies
on the Board which may occur for any reason including any vacancies created by
any such increase in the number of Trustees, to set and alter the terms of
office of the Trustees and to lengthen or lessen their own terms of office or
make their terms of office of indefinite duration, all subject to the 1940 Act,
as amended from time to time, and to this Article SIXTH. Unless otherwise
provided by the By-Laws of the Trust, the Trustees need not be Shareholders.
(B) 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.
(C) 3. The Trustees shall make available a list of names and addresses of
all Shareholders as recorded on the books of the Trust, upon receipt of the
request in writing signed by not less than ten Shareholders (who have been
shareholders for at least six months) holding in the aggregate shares of the
Trust valued at not less than $25,000 at current offering price (as defined in
the Trust's then effective Prospectus and\or and/or Statement of Additional
Information ) relating to the Shares under the Securities Act of 1933, as
amended from time to time) or holding not less than 1% in amount of the entire
amount of Shares issued and outstanding; such request must state that such
Shareholders wish to communicate with other shareholders Shareholders with a
view to obtaining signatures to a request for a meeting to take action pursuant
to part (B) 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 (C) 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 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.
(D) 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) of the 1940 Act for
the purposes of parts (B) and (C) of this Article SIXTH.
ARTICLE SEVENTH - POWERS OF TRUSTEES
=============== ==================
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Trust, the Trustees and
the Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest in the
new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or incapacity
of the Trustees, or any one of them, shall not operate to annul or terminate the
Trust or any Series but the Trust shall continue in full force and effect
pursuant to the terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of beneficial interest in the Trust, any authority, power or right
whatsoever to transact business for or on behalf of the Trust, or on behalf of
the Trustees, in connection with the property or assets of the Trust, or in any
part thereof.
4. The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute, and to
authorize the officers and agents of the Trust to make and execute, any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust. The Except as otherwise provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to Trust investments, but shall
have full authority and power to make any and all investments which they, in
their uncontrolled discretion and to the same extent as if the Trustees were the
sole owners of the assets of the Trust and the business in their own right,
shall deem proper to accomplish the purpose of this Trust. Subject to any
applicable limitation in this Declaration of Trust or by the By-Laws of the
Trust, and in addition to the powers otherwise granted herein, the Trustees
shall have power and authority:
(a) to adopt By-Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust, including meetings of
the Shareholders and Trustees, and other related matters, and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;
(b) to elect and remove such officers and appoint and terminate such
officers as they consider appropriate with or without cause, and to appoint and
terminate agents and consultants and hire and terminate employees, any one or
more of the foregoing of whom may be a Trustee, and may provide for the
compensation of all of the foregoing; to appoint and designate from among the
Trustees or other qualified persons such committees as the Trustees may
determine, and to terminate any such committee and remove any member of such
committee;
(c) to employ a bank or trust company as custodian of any assets of
the Trust one or more banks, trust companies, companies that are members of a
national securities exchange, or any other entity qualified and eligible to act
as a custodian under the 1940 Act, as modified by or interepreted by any
applicable order or orders of the Commission or any rules or regulations adopted
or intrepretive releases of the Commission thereunder, subject to any conditions
set forth in this Declaration of Trust or in the By-Laws, and may authorize such
depository or custodian to employ subcustodians or agents;;
(d) To retain a transfer agent(d) to retain one or more transfer
agents and shareholder servicing agent, or both; agents, or both, and may
authorize such transfer agents or servicing agents to employ sub-agents;
(e) To(e) to provide for the distribution of Shares either
through a principal underwriter or the Trust itself or both or otherwise;
(f) To to set record dates by resolution of the Trustees or in
the manner provided for in the By-Laws of the Trust;
(g) to delegate such authority as they consider desirable to any
officers of the Trust and to any agent investment adviser, manager, custodian or
underwriter, or other agent or independent contractor;
(h) to vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property held in Trust hereunder;
and to execute and deliver powers of attorney to or otherwise authorize by
standing policies adopted by the Trustees, such person or persons as the
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall deem
proper;
(i) to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in trust
hereunder;
(j) to hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, either in its
own name or in the name of a custodian, subcustodian or a nominee or nominees,
subject in either case to proper safeguards according to the usual practice of
Massachusetts business trusts or investment companies; or otherwise;
(k) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust; or instrument held
in the Trust;
(l)(l) to join with other holders of any security or instrument in
acting through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security or instrument with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to them such
power and authority with relation to any security (whether or not so deposited
or transferred) as the Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;
(m) to sue or be sued in the name of the Trust;
=================================================
(n) to compromise, arbitrate, or otherwise adjust claims in favor of or against
the Trust or any matter in controversy including, but not limited to, claims for
taxes;
(m) to make, (o) to make, by resolutions adopted by the Trustees
=== ===============================================
or in the manner provided in the By-Laws, distributions of income and of
==
capital gains to Shareholders;
(n) to borrow money (p) to borrow money and to pledge, mortgage or
hypothecate the assets of the Trust or any part thereof, to the extent and in
the manner permitted by the 1940 Act and the Trust's fundamental policy
thereunder as to borrowing;;
(o)(q) to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons;
(r) to make loans of cash and/or securities or other assets of
the Trust;
(s)(p) to change the name of the Trust or any Class or
===
Series of the Trust as they consider appropriate without prior shareholder
approval;
(q)(t) to establish Trustees' officers' and Trustees' fees or
compensation and fees or compensation for committees of the Trustees to be paid
by the Trust or each Series thereof in such manner and amount as the Trustees
may determine. ;
(u) to invest all or any portion of the Trust's assets in any one or
more registered investment companies, including investment by means of transfer
of such assets in exchange for an interest or interests in such investment
company or investment companies or by any other means approved by the Trustees;
(v) to determine whether a minimum and/or maximum value should apply
to accounts holding shares, to fix such values and establish the procedures to
cause the involuntary redemption of accounts that do not satisfy such criteria;
and
(w) to enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(x) to endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(y) to purchase and pay for entirely out of Trust property such
insurance and/or bonding as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and principal on
its portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, consultants, investment advisers,
managers, administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability;
(z) to pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;
(aa) to adopt on behalf of the Trust or any Series with respect to
any Class thereof a plan of distribution and related agreements thereto pursuant
to the terms of Rule 12b-1 of the 1940 Act and to make payments from the assets
of the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;
(bb) to operate as and carry on the business of an investment
company and to exercise all the powers necessary and appropriate to the
conduct of such operations;
(cc) to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to
the provisions set forth in Article FOURTH and part 4, Article FIFTH, to apply
to any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust, or the particular Series of the
Trust, with respect to which such Shares are issued;
(dd) in general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objectives and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Series and not an action in an
individual capacity.
5. No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
6. (a) The Trustees shall have no power to bind any Shareholder personally
or to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or otherwise. There
is hereby expressly disclaimed shareholder liability for the acts and
obligations of the Trust. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust shall include
a 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). This paragraph shall
not limit the right of the Trustees to assert claims against any shareholder
based upon the acts or omissions of such shareholder or for any other reason.
(b) Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that taken
by the Board of Trustees by vote of the majority of a quorum of Trustees as set
forth from time to time in the By-Laws of the Trust or as required by the 1940
Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein contained
such as may be necessary or convenient in the conduct of any business or
enterprise of the Trust, to do and perform anything necessary, suitable, or
proper for the accomplishment of any of the purposes, or the attainment of any
one or more of the objects, herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of the Trust, and to do
and perform all other acts and things necessary or incidental to the purposes
herein before set forth, or that may be deemed necessary by the Trustees.
Without limiting the generality of the foregoing, except as otherwise provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to trust investments, but shall
have full authority and power to make any and all investments that they, in
their discretion, shall deem proper to accomplish the purpose of this Trust.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any moneys,
securities, or other properties of the Trust are, for the purposes of this
Trust, to be considered as capital or income and in what manner any expenses or
disbursements are to be borne as between capital and income whether or not in
the absence of this provision such moneys, securities, or other properties would
be regarded as capital or income and whether or not in the absence of this
provision such expenses or disbursements would ordinarily be charged to capital
or to income.
7. The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class of Trustee
shall be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting of Trustees and
thereafter for a period shorter than the interval between meetings of Trustees
or for a period longer than five years, and the term of office of at least one
class shall expire each year.
8. The Shareholders shall, for any lawful purpose, have the right to
inspect the records, documents, accounts and books of the Trust, subject to
reasonable regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by 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. If the By-Laws so provide, the 10. The Trustees shall have power to
hold their meetings, to have an office or offices and, subject to the provisions
of the laws of Massachusetts, to keep the books of the Trust outside of said
Commonwealth at such places as may from time to time be designated by them.
Action may be taken by the Trustees without a meeting by unanimous written
consent or by telephone or similar method of communication.
11. Securities held by the Trust shall be voted in person or by proxy by
the President or a Vice-President, or such officer or officers of the Trust or
such other agent of the Trust as the Trustees shall designate or otherwise
authorize by standing policies adopted by the Trustees for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as otherwise
ordered by vote of the holders of a majority of the Shares outstanding and
entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee, officer or
employee, individually, or any partnership of which any Trustee, officer or
employee may be a member, or any corporation or association 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
hereby 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 neither "interested" nor
"affiliated" 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 such
director, officer, trustee, employee or stockholder of such other trust or
corporation or association or a member of a partnership so interested.
(b) Specifically, but without limitation of the foregoing, the Trust
may enter into a management or investment advisory contract or underwriting
contract and other contracts with, and may otherwise do business with any
manager or investment adviser for the Trust and/or principal underwriter of the
Shares of the Trust or any subsidiary or affiliate of any such manager or
investment adviser and/or principal underwriter and may permit any such firm or
corporation to enter into any contracts or other arrangements with any other
firm or corporation relating to the Trust notwithstanding that the Trustees of
the Trust may be composed in part of partners, directors,
officers or employees of any such firm or corporation, and officers
of the Trust may have been or may be or become partners, directors, officers or
employees of any such firm or corporation, and in the absence of fraud the Trust
and any such firm or corporation may deal freely with each other, and no such
contract or transaction between the Trust and any such firm or corporation shall
be invalidated or in any way affected thereby, nor shall any Trustee or officer
of the Trust be liable to the Trust or to any Shareholder or creditor thereof or
to any other person for any loss incurred by it or him or her solely because of
the existence of any such contract or transaction; provided that nothing herein
shall protect any director or officer of the Trust against any liability to the
trust Trust
or to its security holders to which he or she would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his or her office.
(c)(1) As used in this paragraph the following terms shall
have the meanings set forth below:
(i) the term "indemnitee""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 or, 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""covered proceeding" shall
mean any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, to which an indemnitee is or
was a party or is threatened to be made a party by reason of the fact or facts
under which he or she or it is an indemnitee as defined above;
(iii) the term "disabling conduct""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""covered expenses" shall mean
expenses (including attorney's 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""adjudication of
liability" shall mean, as to any covered proceeding and as to any indemnitee, an
adverse determination as to the indemnitee whether by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of disabling
conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding, whether
or not there is an adjudication of liability as to such indemnitee, such
indemnification by the Trust to be to the fullest extent now or hereafter
permitted by any applicable law unless the By-laws limit or restrict the
indemnification to which any indemnitee may be entitled. The Board of Trustees
may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.
if a determination has been made that the indemnitee was not liable by reason of
disabling conduct by (1) a final decision on the merits of the court or other
body before which the covered proceeding was brought; or (2) 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 making 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 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)
(f) Nothing herein shall be deemed to affect the right of the Trust and/or any
indemnitee to acquire and pay for any insurance covering any or all indemnities
to the extent permitted by the 1940 Act applicable law or to affect any other
indemnification rights to which any indemnitee may be entitled to the extent
permitted by the 1940 Act. applicable law. Such rights to indemnification shall
not, except as otherwise provided by law, be deemed exclusive of any other
rights to which such indemnitee may be entitled under any statute, By-Law,
contract or otherwise.
13. For purposes of the computation of net asset value, as in this
Declaration of Trust referred to, the following rules shall apply:
(a) The net asset value per Share of any Series, as of the time of
valuation on any day, shall be the quotient obtained by dividing the value, as
at such time, of the net assets of that Series (i.e., the value of the assets of
that Series less its liabilities exclusive of its surplus) by the total number
of Shares of that Series outstanding at such time. The assets and liabilities of
any Series shall be determined in accordance with generally accepted accounting
principles, provided, however, that in determining the liabilities of any Series
there shall be included such reserves as may be authorized or approved by the
Trustees, and provided further that in connection with the accrual of any fee or
refund payable to or by an investment advisor of the Trust for such Series, the
amount of which accrual is not definitely determinable as of any time at which
the net asset value of each Share of that Series is being determined due to the
contingent nature of such fee or refund, the Trustees are authorized to
establish from time to time formulae for such accrual, on the basis of the
contingencies in question to the date of such determination, or on such other
basis as the Trustees may establish.
(1) Shares of a Series to be issued shall be deemed to be outstanding as
of the time of the determination of the net asset value per Share applicable to
such issuance and the net price thereof shall be deemed to be an asset of that
Series;
(2) Shares of a Series to be redeemed by the Trust shall be deemed to be
outstanding until the time of the determination of the net asset value
applicable to such redemption, and thereupon, and until paid, the redemption
price thereof shall be deemed to be a liability of that Series; and
(3) Shares of a Series voluntarily purchased or contracted to be purchased
by the Trust pursuant to the provisions of paragraph 4 of Article FIFTH shall be
deemed to be outstanding until whichever is the later of (i) the time of the
making of such purchase or contract of purchase, and (ii) the time at which the
purchase price is determined, and thereupon and until paid, the purchase price
thereof shall be deemed to be a liability of that Series.
(b) 13. The Trustees are empowered, in their absolute discretion, to
establish other the bases or times, or both, for determining the net asset value
per Share of any Class and Series or Class in accordance with the 1940 Act and
to authorize the voluntary purchase by any Class and Series or Class, either
directly or through an agent, of Shares of any Class and Series or Class upon
such terms and conditions and for such consideration as the Trustees shall deem
advisable in accordance with the 1940 Act.
14. Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional documentation that may be reasonably be required by the Trust or
its transfer agent to evidence the authority of the tenderor to make such
request, plus any period of time during which the right of the holders of the
shares of such Class of that Series to require the Trust to redeem such shares
has been suspended. Any such payment may be made in portfolio securities of such
Class of that Series and/or in cash, as the Trustees shall deem advisable, and
no Shareholder shall have a right, other than as determined by the Trustees, to
have Shares redeemed in kind.
15. The Trust shall have the right, at any time and, without prior notice
to the Shareholder, to redeem Shares of the Class and Series held by such a
Shareholder held in any account registered in the name of such Shareholder for
its current net asset value, if and to the extent for any reason, including, but
not limited to, (i) the determination that such redemption is necessary to
reimburse either that Series or Class of the Trust or the distributor (i.e.,
principal underwriter) of the Shares for any loss either has sustained by reason
of the failure of such Shareholder to make timely and good payment for Shares
purchased or subscribed for by such Shareholder, regardless of whether such
Shareholder was a Shareholder at the time of such purchase or subscription, (ii)
the failure of a Shareholder to supply a tax identification number if required
to do so, (iii) the failure of a Shareholder to pay when due for the purchase of
Shares issued to him and subject to and upon such terms and conditions as the
Trustees may from time to time prescribe, (iv) pursuant to authorization by a
Shareholder to pay fees or make other payments to one or more third parties,
including, without limitation, any affiliate of the investment adviser of the
Trust or any Series thereof, or (v) if the aggregate net asset value of all
Shares of such Shareholder (taken at cost or value, as determined by the Board)
has been reduced below an amount established by the Board of Trustees from time
to time as the minimum amount required to be maintained by Shareholders..
EIGHTH: The name "Oppenheimer" ARTICLE EIGHTH - LICENSE
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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 Oppenheimer
Management Corporation ("OMC") OppenheimerFunds, Inc. ("OFI"), incidental to and
as part of an any one or more advisory, management or supervisory contract
contracts which may be entered into by the Trust with OMC 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 OMC OFI upon termination of such
advisory, management or supervisory contract contracts or without cause upon 60
days' days' written notice, in which case neither the Trust nor any Series or
Class shall have any further right to use the name "Oppenheimer""Oppenheimer" in
its name or otherwise and the Trust, the Shareholders and its officers and
Trustees shall promptly take whatever action may be necessary to change its name
and the names of any Series or Classes accordingly.
ARTICLE NINTH - MISCELLANEOUS:
=======------ ===============
1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or the Shareholder's Shareholders' heirs, executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the Trust estate to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust shall, upon request by the
Shareholder, assume the defense of any such claim made against any Shareholder
for any act or obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust is created hereby and not
a partnership is created hereby, joint stock association, corporation, bailment,
or any other form of a legal relationship other than a trust, as contemplated in
Massachusetts General Laws Chapter 182. No individual Trustee hereunder shall
have any power to bind the Trust, the Trust's unless so authorized by the
Trustees, or to personally bind the Trust's officers or any Shareholder. All
persons extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to the
assets of the Trust appropriate Series for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the Trustees,
nor any of their agents, whether past, present or future, shall be personally
liable therefor; notice of such disclaimer and agreement thereto shall be given
in each agreement, obligation or instrument entered into or executed by the
Trust or the Trustees. There is hereby expressly disclaimed Shareholder and
Trustee liability for the acts and obligations of the Trust. Nothing in this
Declaration of Trust shall protect a Trustee or officer against any liability to
which such Trustee or officer would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee or of such officer hereunder.
3. The exercise by the Trustees of their powers and discretion hereunder
in good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of
paragraph part 2 of this Article NINTH, the Trustees shall not be liable for
errors of judgment or mistakes of fact or law. The Subject to the foregoing, (a)
Trustees shall not be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, consultant, adviser, administrator,
distributor or principal underwriter, custodian or transfer, dividend
disbursing, Shareholder servicing or accounting agent of the Trust, nor shall
any Trustee be responsible for the act or omission of any other Trustee; (b) the
Trustees may take advice of counsel or other experts with respect to the meaning
and operations of this Declaration of Trust, applicable laws, contracts,
obligations, transactions or any other business the Trust may enter into, and
subject to the provisions of paragraph part 2 of this Article NINTH, shall be
under no liability for any act or omission in accordance with such advice or for
failing to follow such advice; and (c) in discharging their duties, the
Trustees, when acting in good faith, shall be entitled to rely upon the books of
account of the Trust and upon written reports made to the Trustees by any
officer appointed by them, any independent public accountant, and (with respect
to the subject matter of the contract involved) any officer, partner or
responsible employee of a party who has been appointed by the Trustees or with
whom the Trust has entered into a contract pursuant to Article SEVENTH. The
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
4. This Trust shall continue without limitation of time but subject to the
provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.
(a) The Trustees, with the favorable vote of the holders of a majority, as
defined in the 1940 Act, of the outstanding Shares of any one or more Series
entitled to vote and (b) of this part 4.
(a) Subject to applicable Federal and State law, and except as otherwise
provided in part 5 of this Article NINTH, the Trustees, with the Majority Vote
of Shareholders of an affected Series or Class, may sell and convey all or
substantially all the assets of that Series or Class (which sale may be subject
to the retention of assets for the payment of liabilities and expenses ) to
another issuer and may be in the form of a statutory merger to the extent
permitted by applicable law) to another issuer or to another Series or Class of
the Trust for a consideration which may be or include securities of such issuer
or may merge or consolidate with any other corporation, association, trust, or
other organization or may sell, lease, or exchange all or a portion of the Trust
property or Trust property allocated or belonging to such Series or Class, upon
such terms and conditions and for such consideration when and as authorized by
such vote. Such transactions may be effected through share-for-share exchanges,
transfers or sale of assets, shareholder in-kind redemptions and purchases,
exchange offers, or any other method approved by the Trustees. Upon making
provision for the payment of liabilities, by assumption by such issuer or
otherwise, the Trustees shall distribute the remaining proceeds ratably among
the holders of the outstanding Shares of the Series or Class, the assets of
which have been so transferred, in proportion to the relative net asset value of
such Shares..
(b) The Trustees, with the favorable vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding Shares of any one or
more Series entitled to vote, may at any time sell and convert into money all
the assets of that Series. Upon making provisions for the payment of all
outstanding obligations, taxes and other liabilities, accrued or contingent, of
that Series, the Trustees shall distribute the remaining assets of that Series
ratably among the holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a
majority, as defined in the 1940 Act, of the outstanding Shares of any one or
more Series entitled to vote, may otherwise alter, convert or transfer the
assets of the Series.
(d)(b) Upon completion of the distribution of the remaining proceeds
or the remaining assets as provided in sub-sections (a) and (b), and in
subsection (c) where section (a) hereof or pursuant to part 3(d) of Article
FOURTH, as applicable, the Series the assets of which have been so transferred
shall terminate, and if all the assets of the Trust have been so transferred,
the Trust shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and interest of
all parties shall be cancelled and discharged. canceled and discharged.
5 5. Subject to applicable Federal and state law, the Trustees may without
the vote or consent of Shareholders cause to be organized or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organization, under the laws of any
jurisdiction, to take over all or a portion of the Trust property or all or a
portion of the Trust property allocated or belonging to such Series or Class or
to carry on any business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer the Trust property or the Trust
property allocated or belonging to such Series or Class to any such corporation,
trust, limited liability company, partnership, association, or organization in
exchange for the shares or securities thereof or otherwise, and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with
any such corporation, trust, partnership, limited liability company,
association, or organization or any corporation, partnership, limited liability
company, trust, association, or organization in which the Trust or such Series
or Class holds or is about to acquire shares or any other interest. Subject to
applicable Federal and state law, the Trustees may also cause a merger or
consolidation between the Trust or any successor thereto or any Series or Class
thereof and any such corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be construed
as requiring approval of shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling, conveying, or
transferring the Trust property or a portion of the Trust property to such
organization or entities; provided, however, that the Trustees shall provide
written notice to the affected Shareholders of any transaction whereby, pursuant
to this part 5, Article NINTH, the Trust or any Series or Class thereof sells,
conveys, or transfers all or a substantial portion of its assets to another
entity or merges or consolidates with another entity. Such transactions may be
effected through share-for-share exchanges, transfer or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any other
approved by the Trustees.
6. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental or restated declaration of trust shall be
filed with the Secretary of State the Commonwealth of Massachusetts, as well as
any other governmental office where such filing may from time to 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""herein",
"hereof" and "hereunder" shall be deemed to refer to this instrument as amended
or affected by any such supplemental or restated declaration of trust. This
instrument may be executed in any number of counterparts, each of which shall be
deemed an original.
6 7. The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption of the
Shares held in any account if the aggregate net asset value of such Shares
(taken at cost or value, as determined by the Board) has been reduced to $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 under any
authorization to take including action which is required or permitted by the
1940 Act or any other applicable law, such action shall be deemed to have been
properly taken if such action is in accordance with the construction of the 1940
Act or such other applicable law then in effect as expressed in "no action""no
action" letters of the staff of the Commission or any release, rule, regulation
or order under the 1940 Act or any decision of a court of competent
jurisdiction, notwithstanding that any of the foregoing shall later be found to
be invalid or otherwise reversed or modified by any of the foregoing.
10. Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof in
the then effective Prospectus and/or Statement of Additional Information
prospectus and/or statement of additional information relating to the Shares
under the Securities Act of 1933 or in any proxy statement of the Trust rather
than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of Trustees is
permitted or required to place a value on assets of the Trust, such action may
be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.
12. 12. If authorized by vote of the Trustees and, if a vote of Shareholders is
required under this Declaration of Trust, the favorable vote of the holders of a
"majority", as defined in the 1940 Act, of the outstanding Shares entitled to
vote, or by any larger vote which may be required by applicable law in any
particular case, the Trustees shall The Trustee may, without the vote or consent
of the Shareholders, amend or otherwise supplement this instrument, by making
Declaration of Trust by executing or authorizing an officer of the Trust to
execute on their behalf a Restated Declaration of Trust or a Declaration of
Trust supplemental hereto, which thereafter shall form a part hereof; any such
Supplemental or Restated Declaration of Trust may be executed by and on behalf
of the Trust and the Trustees by an officer or officers of the Trust. Amendments
having the purpose of changing the name of the Trust, or any Series or Class of
Shares, or of adding or designating Series or Classes of Series or of supplying
any omission, curing any ambiguity, or curing, correcting or supplementing any
provision that is defective or inconsistent with the 1940 Act or with the
requirements of the Internal Revenue Code and the Regulations thereunder for the
Trust's obtaining the most favorable treatment thereunder available to regulated
investment companies or of taking such other actions permitted hereunder without
the necessity of obtaining Shareholder approval or action shall not require
authorization by Shareholder vote., provided, however, that none of the
following amendments shall be effective unless also approved by a Majority Vote
of Shareholders: (i) any amendment to parts 1, 3 and 4, Article FIFTH; (ii) any
amendment to this part 12, Article NINTH; (iii) any amendment to part 1, Article
NINTH; and (iv) any amendment to part 4(a), Article NINTH that would change the
voting rights of Shareholders contained therein. Any amendment required to be
submitted to the Shareholders that, as the Trustees determine, shall affect the
Shareholders of any Series or Class shall, with respect to the Series or Class
so affected, be authorized by vote of the Shareholders of that Series or Class
and no vote of Shareholders of a Series or Class not affected by the amendment
with respect to that Series or Class shall be required. Notwithstanding anything
else herein, any amendment to Article NINTH, part 1 shall not limit the rights
to indemnification or insurance provided therein with respect to action or
omission or indemnities or Shareholder indemnities prior to such amendment.
13. The captions used herein are intended for convenience of
reference only, and shall not modify or affect in any manner the meaning or
interpretation of any of the provisions of this Agreement. As used herein, the
singular shall include the plural, the masculine gender shall include the
feminine and neuter, and the neuter gender shall include the masculine and
feminine, unless the context otherwise requires.
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