SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant / X /
Filed by a party other than the registrant / /
Check the appropriate box:
/ X / Preliminary proxy statement
/ / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
OPPENHEIMER INTEGRITY FUNDS
------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box): N/A
/ X / No fee required.
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
/ / 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: 1
(4) Proposed maximum aggregate value of transaction:
/ / 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:
--------------------
1 - Set forth the amount on which the filing fee is calculated and state how
it was determined.
285_SCH14A
<PAGE>
OPPENHEIMER INTEGRITY FUNDS, on behalf
of its series OPPENHEIMER BOND FUND
6803 South Tucson Way, Englewood, CO 80112
Notice of Meeting of Shareholders To Be Held
March __, 2001
To The Shareholders of Oppenheimer Bond Fund:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer Bond Fund (the "Fund"), a series of Oppenheimer Integrity Funds,
will be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at 3:00
P.M., Mountain time, on March __, 2001.
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 January 1, 2001;
3. To approve a change to one fundamental investment restriction of the
Fund;
4. To approve the elimination of certain fundamental investment
restrictions of the Fund;
5. To approve changes to four (4) fundamental investment restrictions
of the Fund;
6. To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust; and
7. 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 _______________, 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 Fund 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
December __, 2000
<PAGE>
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
<PAGE>
TABLE OF CONTENTS
Proxy Statement
Questions and Answers
Proposal 1: To Elect a Board of Trustees
Proposal 2: To ratify the selection of Deloitte & Touche LLP as
the independent auditor for the Fund for the fiscal
year beginning January 1, 2001
Introduction to Proposals 3, 4 and 5
Proposal 3: To approve the elimination of one fundamental
investment restriction of the Fund
Proposal 4: To approve the elimination of certain fundamental
investment restrictions of the Fund
Proposal 5: To approve changes to four (4) fundamental investment
restrictions of the Fund
Proposal 6: To authorize the Trustees to adopt an Amended and
Restated Declaration of Trust
EXHIBIT A: Amended and Restated Declaration of Trust
<PAGE>
OPPENHEIMER INTEGRITY FUNDS, on behalf
of its series OPPENHEIMER BOND FUND
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. Trustees of Oppenheimer Bond Fund (the "Fund") have asked that you vote
on several matters at the Special Meeting of Shareholders to be
held on March __, 2001.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on _______________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_________________.
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 approve the elimination of one fundamental investment restriction of
the Fund;
4. To approve the elimination of certain fundamental investment
restrictions of the Fund;
5. To approve changes to certain fundamental investment restrictions of
the Fund; and
6. 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 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 change to the fundamental investment restriction proposed to be
changed;
4. FOR the elimination of each of the Fund's fundamental investment
restrictions proposed to be eliminated;
5. FOR the changes to the Fund's fundamental investment restrictions
proposed to be changed; and
6. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust.
Q. How Can I Vote?
A. You can vote in three (3) different ways:
o By mail, with the enclosed ballot
o In person at the Meeting
o By telephone, by following the simple instructions on the proxy ballot
Voting by telephone saves you time and helps reduce the Fund's
expenses. 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, or any adjournment thereof, 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 any adjournment
thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person.
Q. How Can I Get More Information About the Fund?
A. A copy of the Fund's annual report has previously been mailed to
Shareholders. If you would like to have copies of the Fund's most
recent annual and semi-annual report 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 INTEGRITY FUNDS, on behalf
of its series OPPENHEIMER BOND FUND
PROXY STATEMENT
Meeting of Shareholders
To Be Held March __, 2001
This statement is furnished to the shareholders of Oppenheimer Bond Fund (the
"Fund"), a series of Oppenheimer Integrity Funds, 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 3:00 P.M., Mountain time, on March
__, 2001, or any adjournments thereof. It is expected that the mailing of
this Proxy Statement will be made on or about__________________.
SUMMARY OF PROPOSALS
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Proposal Shareholder Voting
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1. To Elect a Board of Trustees All
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2. To Ratify the Selection of Deloitte & Touche LLP
as Independent Auditors for the Fund for the
fiscal year beginning January 1, 2001 All
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3. To approve a change to one of the Fund's All
Fundamental Investment Restrictions
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4. To approve the elimination of certain
fundamental investment restrictions for the Fund.
a. Purchasing Securities of Issuers in Which All
Officers, Trustees or Massachusetts Mutual
Life Insurance Company Have an Interest
b. Making Loans to an Officer, Trustee or All
Employee of the Fund or Massachusetts Mutual
Life Insurance Company
All
c. Making Short Sales
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5. To Approve Changes to Four (4) of the Fund's
Fundamental Investment Restrictions All
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6. Authorize the Trustees to Adopt an Amended and
Restated Declaration of Trust All
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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 Messrs. Bowen, Cameron, Marshall and
Ms. Macaskill) 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 advisor, 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 _____________ and % of Class Owned
William L. Armstrong (63) 0
11 Carriage Lane
Littleton, CO 80121
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). Director/trustee of 15
investment companies in the OppenheimerFunds complex.
Robert G. Avis (69)* 0
10369 Clayton Road
St. Louis, MO 63131
Trustee since 1993.
Director and President of A.G. Edwards Capital, Inc. (general partner of
private equity funds); formerly, until March 2000, Chairman, President and
Chief Executive Officer of A.G. Edwards Capital, Inc.; formerly, until March
1999, Vice Chairman and Director of A.G. Edwards and
Vice Chairman of A.G. Edwards & Sons, Inc. (its brokerage company
subsidiary); until March 1999, Chairman of A.G. Edwards Trust Company and
A.G.E. Asset Management (investment advisor); until March 2000, a Director of
A.G. Edwards & Sons and A.G. Edwards Trust Company. Director/trustee of 23
investment companies of the OppenheimerFunds complex.
* Trustee who is an Interested Person of the Fund.
** Trustee who would be an Interested Person of the Fund.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience _____________ and % of Class
--------------------------------- -----------------------------
Owned
-----
George C. Bowen (64) 0
9224 Bauer Ct.
Lone Tree, CO 80124
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., a subsidiary of the Manager and the
Fund's Distributor; Senior Vice President (since February 1992), Treasurer
(since July 1991) Assistant Secretary and a director (since December 1991) of
Centennial Asset Management Corporation; Vice President (since October 1989)
and Treasurer (since April 1986) of HarbourView 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 19
investment companies in the OppenheimerFunds complex.
Edward L. Cameron (62) 0
Spring Valley Road
Morristown, NJ 07960
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 11
investment companies in the OppenheimerFunds complex.
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., and Shareholder
Services, Inc. and Shareholder Financial Services, Inc. Director/trustee of
21 investment companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience _____________ and % of Class Owned
Sam Freedman (60) 0
4975 Lakeshore Drive
Littleton, CO 80123
Trustee since 1996.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services, the transfer agent of the Fund and a division of
the Manager; 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.; a director of OppenheimerFunds, Inc. Director/trustee of
23 investment companies in the OppenheimerFunds complex.
Raymond J. Kalinowski (71) 0
44 Portland Drive
St. Louis, MO 63131
Trustee since 1988.
Formerly a director of Wave Technologies International, Inc. (a computer
products training company), self-employed consultant (securities matters) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
C. Howard Kast (78) 0
2552 East Alameda, #30
Denver, CO 80209
Trustee since 1991.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm)
and director/trustee of 23 investment companies in the OppenheimerFunds
complex.
Robert M. Kirchner (79) 0
7500 E. Arapahoe Road
Suite 250
Englewood, CO 80112
Trustee since 1991.
President of The Kirchner Company (management consultants) and
director/trustee of 23 investment companies in the OppenheimerFunds complex.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience
and % of Class Owned
F. William Marshall, Jr. (58) 0
87 Ely Road
Longmeadow, MA 01106
Formerly Chairman (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); Executive
Vice President (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). A director/trustee of 11
investment companies in the OppenheimerFunds complex.
Bridget A. Macaskill** (52) 0
Two World Trade Center
New York, NY 10048
Chairman (since August 2000), Chief Executive Officer (since September 1995)
and a director (since December 1994) of the Manager; President (since
September 1995) and a director (since October 1990) of Oppenheimer
Acquisition Corp., the Manager's parent holding company; President, Chief
Executive Officer and a director (since March 2000) of OFI Private
Investments, Inc., 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 November 1989) of Oppenheimer Partnership Holdings, Inc., a holding
company subsidiary of the Manager; 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 HarbourView Asset Management Corporation (since July 1991) and of
Oppenheimer Real Asset Management, Inc. (since July 1996), investment adviser
subsidiaries of the Manager; a director (since April 2000) of
OppenheimerFunds Legacy Program, a charitable trust program established by
the Manager; a director of Prudential Corporation plc (a U.K. financial
service company); President and a trustee of other Oppenheimer funds;
formerly President of the Manager (June 1991 - August 2000). President and
director/trustee of 21 investment companies in the OppenheimerFunds complex.
* Trustee who is an Interested Person of the Fund.
** Trustee who would be an Interested Person of the Fund
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience
and % of Class Owned
James C. Swain* (67) 0
6803 South Tucson Way
Englewood, CO 80112
Trustee since 1982.
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, a wholly-owned
subsidiary of the Manager and Chairman of the Board of Shareholder Services,
Inc., a transfer agent subsidiary of the Manager. Director/trustee and
Chairman of the Board of 23 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, three of the Fund's eight Trustees have not been elected by
shareholders. In addition, the Board of Trustees has nominated Messrs. Bowen,
Cameron and Marshall to become independent Trustees of the Fund, and Ms.
Macaskill to become an interested 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 December 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, neither 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 five times during the
fiscal year ended December 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.
* Trustee who is an Interested Person of the Fund.
** Trustee who would be an Interested Person of the Fund
Each of the current Trustees also serves as a trustee or director of
other Denver-based investment companies in the OppenheimerFunds complex. The
Trustees who are not affiliated with the investment advisor ("Non-affiliated
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 (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
December 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>
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Trustee's Name and Aggregate Number of Boards Total
Within Oppenheimer
Funds Complex on Compensation
Which Trustee From all
Compensation Served as of Oppenheimer
Other Positions from Fund 1 12/31/99 Funds 2
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--------------------------------------------------------------------------------
William L. Armstrong $147 13 $14,542
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Robert G. Avis $689 22 $67,998
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William A. Baker3 $689 22 $67,998
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Jon. S. Fossel $675 20 $66,586
Review Committee Member
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Sam Freedman $750 22 $73,998
Review Committee Member
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Raymond J. Kalinowski $742 22 $73,248
Audit Committee Member
--------------------------------------------------------------------------------
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C. Howard Kast $799 22 $78,873
Chairman, Audit and
Review
Committees
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Robert M. Kirchner $702 22 $69,248
Audit Committee Member
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Ned M. Steel3 $689 22 $67,998
--------------------------------------------------------------------------------
1. For the Fund's fiscal year ended December 31, 1999.
2. For the 1999 calendar year.
3. 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
Non-affiliated 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
David P. Negri, Vice President and Portfolio Manager since July 1995, Age: 46.
Two World Trade Center, 34th Floor, New York, New York 10048-0203
Senior Vice President of the Manager (since May 1998) and of HarbourView
Asset Management Corporation (since April 1999); an officer and portfolio
manager of other Oppenheimer funds; formerly Vice President of the Manager
(July 1988 - May 1998).
John S. Kowalik, Vice President and Portfolio Manager since July 1998; Age: 43
Two World Trade Center, New York, New York 10048-0203
Senior Vice President of the Manager (since July 1998); an officer of other
Oppenheimer funds; formerly Managing Director and Senior Portfolio Manager of
Prudential Global Advisors (1989-1998).
Andrew J. Donohue, Vice President and Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of the Distributor; Executive Vice President, General Counsel
and a director of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial Services, Inc. and (since September
1995) Oppenheimer Partnership Holdings, Inc.; President and a director of
Centennial Asset Management Corporation (since September 1995); President,
General Counsel and a director of Oppenheimer Real Asset Management, Inc.
(since July 1996); General Counsel (since May 1996) and Secretary (since
April 1997) of Oppenheimer Acquisition Corp.; Vice President and a director
of OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc
(since October 1997);a director (since April 2000) of OppenheimerFunds Legacy
Program, a charitable trust program sponsored by the Manager; an officer of
other Oppenheimer funds.
Brian W. Wixted, Treasurer since April 1999; Age: 41.
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of the Manager;
Treasurer (since March 1999) of HarbourView Asset Management Corporation,
Shareholder Services, Inc., Shareholder Financial Services, Inc. and
Oppenheimer Partnership Holdings, Inc. (since April 1999); Assistant
Treasurer of Oppenheimer Acquisition Corp. (since April 1999); Assistant
Secretary of Centennial Asset Management Corporation (since April 1999);
formerly Principal and Chief Operating Officer, Bankers Trust Company -
Mutual Fund Services Division (March 1995 - March 1999); Vice President and
Chief Financial Officer of CS First Boston Investment Management Corp.
(September 1991 - March 1995); and Vice President and Accounting Manager,
Merrill Lynch Asset Management (November 1987 - September 1991).
Robert G. Zack, Assistant Secretary since 1989; Age: 51
Two World Trade Center, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since
May 1981) of the Manager, Assistant Secretary of Shareholder Services, Inc.
(since May 1985), and Shareholder Financial Services, Inc. (since November
1989); Assistant Secretary of OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); an officer of other
Oppenheimer funds.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 42
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of
the Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund
Controller for the Manager.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 35
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October 1997);
an officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund
Controller for the Manager.
All officers serve at the pleasure of the Board.
As of ____________, the Trustees and officers as a group beneficially owned
_________ shares, or less than 1% of the outstanding Class A, Class B, Class
C or Class Y 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 January 1, 2001. Deloitte also serves as
auditors for the Manager and certain other funds for which the Manager acts
as investment advisor. 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.
Introduction to Proposals 3, 4 and 5
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 as 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, 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 two 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 approve the
elimination of a fundamental investment restriction. 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 restrictions that have become outdated or
inappropriate. The Trustees also believe that the investment advisor'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 4 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 Proposal 3 or Proposal 5,
any Sub-Proposal in Proposal 4, is not approved, the fundamental investment
restriction covered in that Sub-Proposal or Proposal will remain unchanged.
PROPOSAL 3: TO APPROVE A CHANGE TO ONE FUNDAMENTAL INVESTMENT RESTRICTION OF
THE FUND
A. Investing in Oil, Gas or Other Mineral Leases, Rights, Royalty Contracts
or Exploration or Development Programs, Real Estate or Real Estate Mortgage
Loans.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in oil, gas or other mineral leases, rights,
royalty contracts or exploration or development programs, real estate or real
estate mortgage loans. It is proposed that the current fundamental
restriction be amended to eliminate the restrictions against investing in
oil, gas or other mineral leases, rights, royalty contracts or exploration or
development programs while retaining the restriction against investing in
real estate and real estate mortgage loans.
The current and proposed fundamental investment restrictions are set
forth below.
Current Proposed
The Fund cannot invest in oil, gas or The Fund cannot invest in real estate
other mineral leases, rights, royalty or real estate mortgage loans.
contracts or exploration or However, the Fund can purchase and
development programs, real estate or sell securities issued or secured by
real estate mortgage loans. However, companies that invest in or deal in
the Fund can purchase and sell real estate or interests in real
securities issued or secured by estate.
companies that invest in or deal in
real estate and by companies that are
not principally engaged in the
business of buying and selling the
leases, rights, contracts or programs
described above.
The prohibitions against investing in oil, gas or other mineral leases,
rights, royalty contracts or exploration or development programs were
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. Under NSMIA, these prohibitions no longer apply to the Fund. In
addition, the Board believes that their elimination could increase the Fund's
flexibility when choosing investments in the future. As amended, the Fund's
restriction against investing in real estate or real estate mortgage loans
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 BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
PROPOSAL 4: TO APPROVE THE ELIMINATION OF CERTAIN FUNDAMENTAL INVESTMENT
RESTRICTIONS OF THE FUND
A. Purchasing Securities of Issuers in which Officers or Trustees of the
Fund, its parent Trust or Massachusetts Mutual Life Insurance Company 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 Trustees of the Fund, its parent Trust or Massachusetts Mutual Life
Insurance Company individually beneficially own more than 1/2 of 1% of the
securities of that issuer and together own more than 5% of such securities of
that issuer. 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, to the knowledge of the Fund or its parent Trust,
officers and Directors or Trustees of the Fund, its parent
Trust or Massachusetts Mutual Life Insurance Company
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 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.
B. Making Loans to an Officer, Trustee or Employee of the Fund's Parent Trust
or to any Officer, Director or Employee of Massachusetts Mutual Life
Insurance Company, or to that Company
The Fund is currently subject to a fundamental investment restriction
prohibiting it from making loans to an officer, trustee or employee of the
Fund's parent Trust or to any officer, director or employee of Massachusetts
Mutual Life Insurance Company, or to that company. It is proposed that this
current fundamental investment restriction be eliminated. The current
fundamental investment restriction is set forth below.
Current
The Fund cannot make loans to an officer, trustee or
employee of the Fund's parent Trust or to any officer,
director or employee of Massachusetts Mutual Life Insurance
Company, or to that company.
The policy above is not required under the 1940 Act. The Board
recommends that shareholders eliminate this fundamental investment
restriction.
C. Making Short Sales
The Fund is currently subject to a fundamental investment restriction
prohibiting it from engaging in short sales except for those transactions
referred to as "short-sales-against-the-box". 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 the Fund from
making short sales, with the exception of transactions referred to as
"short-sales-against-the-box" be eliminated. The current fundamental
investment restriction is set forth below.
Current
The Fund cannot make short sales except for transactions
referred to as "short-sales-against-the-box." (Because
changes in federal income tax laws would not enable the
Fund to defer realization of gain or loss for federal
income tax purposes, these transactions are not likely to
be used by the Fund).
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.
Elimination of this fundamental investment restriction is unlikely to
affect the management of the Fund. The 1940 Act prohibitions on short sales
will continue to apply to the Fund. Accordingly, the Fund will be able to
sell securities short provided the Fund maintains the asset coverage as
required by the 1940 Act.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH
SUB-PROPOSAL DESCRIBED ABOVE
PROPOSAL 5: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
OF THE FUND
The four (4) proposals in this Proposal 5 are 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 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 is currently subject to a fundamental investment restriction
concerning borrowing which is more restrictive than required by the 1940
Act. The Board proposes that the Fund's restriction on borrowing be amended
to permit the Fund to borrow from banks and/or affiliated investment
companies 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 or enter The Fund cannot borrow money in excess
into reverse repurchase agreements of 33-1/3% of the value of its total
for investment purposes but can assets. The Fund may borrow only from
borrow money from banks or enter into banks and/or affiliated investment
reverse repurchase agreements as a companies. With respect to this
temporary measure for extraordinary fundamental policy, the Fund can
or emergency purposes. The aggregate borrow only if it maintains a 300%
amount of borrowings and commitments ratio of assets to borrowings at all
under reverse repurchase agreements times in the manner set forth in the
must not exceed 10% of the market Investment Company Act of 1940.
value of the Fund's total assets at
the time of borrowing or entering
into a reverse repurchase agreement.
The Fund cannot purchase additional
portfolio securities while the
aggregate amount of its borrowings
and reverse repurchase agreement
commitments exceed 5% of its net
assets. Portfolio lending is not
considered to be "borrowing money"
under this restriction.
The current restriction on borrowing limits the permissible entities
that the Fund may borrow from to banks. The Board proposes 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. This proposal would also add flexibility by
permitting the Fund to borrow money in cases other than for extraordinary or
emergency purposes as a temporary 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 inter-fund 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 inter-fund loan may be repaid on any day by the Fund; and
the Trustees will be provided with a report of all inter-fund 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 called on one day's notice. In that
circumstance, the borrowing fund might have to borrow from a bank at a higher
interest cost if money to lend were not available from another Oppenheimer
fund. The Board considered that the benefits to the Fund of participating in
the program outweigh the possible risks to the Fund from such participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental restriction on borrowing and are also being asked to approve an
amendment to the Fund's fundamental restriction on lending (see 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 a fundamental investment restriction that
prohibits the Fund from making loans, except in cases where the Fund is
investing in obligations that it can buy consistent with its investment
objective and policies, lending portfolio securities or entering into
repurchase agreements. Under the 1940 Act, a fund's restriction regarding
lending must be fundamental. Under its current restriction, the Fund is
permitted to enter into repurchase agreements, which may be considered a
loan, and is permitted to lend its portfolio securities.
It is proposed that the current fundamental investment restriction be amended to
permit the Fund to lend its assets to affiliated investment companies (for
example, other funds in the OppenheimerFunds complex). In addition, the Fund
also proposes to clearly state that investments in debt instruments or other
similar evidences of indebtedness are not prohibited by the Fund's investment
restriction on making loans. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet 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 lending with affiliated investment companies. As
amended, the restriction on lending for the Fund would remain a fundamental
investment restriction changeable only by the vote of a majority of the
outstanding voting securities as defined in the 1940 Act. The current and
proposed fundamental investment restrictions are set forth below.
Current Proposed
The Fund cannot make loans. However, The Fund cannot make loans except (a)
the Fund can invest in obligations through lending of securities, (b)
that it can buy consistent with its through the purchase of debt instruments
investment objective and policies or similar evidences of indebtedness,
and can enter into repurchase (c) through an inter-fund lending
agreements. The Fund may also lend program with other affiliated funds, and
its portfolio securities. (d) through repurchase agreements.
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. Examples 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
inter-fund loans in excess of 7.5% of its net assets; an inter-fund loan to
any one affiliated fund shall not exceed 5% of the Fund's net assets; an
inter-fund loan may not be outstanding for more than seven days; each
inter-fund 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 mortgage, pledge or hypothecate its assets.
However, to secure permitted borrowings, the Fund can
pledge securities having a market value (at the time of the
pledge) not exceeding 15% of the cost of the Fund's total
assets. This restriction does not prohibit the Fund from
permitted transactions in options, futures contracts and
options on futures or from entering into reverse repurchase
agreements and lending its portfolio securities.
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 Proposed
The Fund cannot buy securities The Fund cannot buy securities issued or
issued or guaranteed by any one guaranteed by any one issuer if more
issuer if more than 5% of its total than 5% of its total assets would be
assets would be invested in invested in securities of that issuer or
securities of that issuer or if it if it would then own more than 10% of
would then own more than 10% of that that issuer's voting securities. That
issuer's voting securities. That restriction applies to 75% of the Fund's
restriction applies to 75% of the total assets. The limit does not apply
Fund's total assets. The limit does to securities issued by the U.S.
not apply to securities issued by government or any of its agencies or
the U.S. government or any of its instrumentalities or securities of other
agencies or instrumentalities. 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
5 "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 currently
anticipate participating in a fund of funds arrangement, it may do so in the
future. A fund of funds arrangement may result in the duplication of
expenses.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
PROPOSAL 6: 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 Trust authorize them to adopt and execute the Amended and Restated
Declaration of Trust for the Trust in the form attached to this Proxy
Statement as Exhibit A (New Declaration of Trust). The New Declaration of
Trust is a more modern form of trust instrument for a Massachusetts business
trust, and going forward, will be used as the standard Declaration of Trust
for all new OppenheimerFunds Massachusetts business trusts.
Adoption of the New Declaration of Trust will not result in any changes in
the Fund's Trustees or officers or in the investment policies and shareholder
services described in the Fund's current prospectus.
Generally, a majority of the Trustees may amend the Current Declaration of
Trust when authorized by a "majority of the outstanding voting securities"
(as defined in the 1940 Act) of the Trust. The Trustees approved the form of
the New Declaration of Trust and authorized the submission of the New
Declaration of Trust to the Trust'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 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 or a portion of
a series' assets to another operating mutual fund without first seeking
shareholder approval. Under the New Declaration of Trust, shareholder
approval is still required for these transactions.
Termination of the Trust or its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to terminate the Trust
or any of its series or classes of shares without shareholder approval,
provided the Trustees determine that such action is in the best interest of
shareholders affected. Affected shareholders would receive written notice of
any such termination. The Trustees have no current intentions 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 Trust
or a series or class of shares. For example, a series may have insufficient
assets to invest effectively or a series or a class of shares may have
excessively high expense levels due to operational needs. Under such
circumstances, absent viable alternatives, the Trustees may determine that
terminating the series or class of shares is in the shareholders' interest
and the only appropriate course of action. The process of obtaining
shareholder approval of the series' or classes' termination may, however,
make it more difficult to complete the series' or classes' liquidation and
termination and, in general, will increase the costs associated with the
termination. In such a case, it may be in the shareholders' interest to
permit the series' or classes' termination without incurring the costs and
delays of a shareholder meeting.
As discussed above, before allowing the Trust 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 authority to react quickly to future
contingencies. As mentioned above, such increased authority remains
subordinate to the Trustees' continuing fiduciary obligations to act with due
care and in the shareholders' interest.
Other Changes Effected by the New Declaration of Trust
In addition to the significant changes described above, the New
Declaration of Trust modifies the Current Declaration of Trust in a number of
important ways, including, 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 advisors and other agents or independent
contractors; pledge, mortgage or hypothecate the assets of the
Trust; and operate and carry on the business of an investment
company. The New Declaration of Trust clarifies or adds to the
list of trustee powers. For example, the Trustees may sue or
be sued in the name of the Trust; make loans of cash and/or
securities; enter into joint ventures, general or limited
partnerships and other combinations or associations; endorse
or guarantee the payment of any notes or other obligations of
any person or make contracts of guarantee or suretyship or
otherwise assume liability for payment; purchase insurance
and/or bonding; pay pensions and adopt retirement, incentive
and benefit plans; and adopt 12b-1 plans (subject to
shareholder approval).
h. The New Declaration of Trust clarifies that the Trust may redeem shares
of a class or series held by a shareholder for any reason,
including but not limited to reimbursing the Trust or the
distributor for the shareholder's failure to make timely and
good payment; failure to supply a tax identification number;
pursuant to authorization by a shareholder to pay fees or make
other payments to third parties; 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, advisor, 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 THAT 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 ______________, the Fund had __________shares
outstanding, consisting of Class A,
Class B, __________Class C and_________ Class Y shares. Each share has voting
rights as stated in this Proxy Statement and is entitled to one vote for each
share (and a fractional vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of October __,
2000, the only persons who owned of record or were known by the Fund to own
beneficially 5% or more of any class of the Fund's outstanding shares were:
Merrill Lynch Pierce Fenner & Smith Inc., 4800 Deer Lake Drive East,
Floor 3, Jacksonville, Florida 32246 which owned 903,140.511 Class B
shares (approximately 10.72% of the Class B shares then outstanding);
and 370,496.617 Class C shares (approximately 16.14% of the Class C
shares then outstanding);.
Oppenheimer Capital Preservation Fund, 6803 S. Tucson Way, Englewood,
CO 80112-3924 which owned 29,511.669 Class Y shares (approximately
99.68% of the Class Y shares then outstanding).
<PAGE>
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 Fund on an "at
cost" basis, for which it was paid $649,624 by the Fund during the fiscal
year ended December 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 November 30, 2000, and with more than 5 million
shareholder accounts. The Manager is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts
Mutual Life Insurance Company ("MassMutual"). The Manager, the Distributor
and OAC are located at Two World Trade Center, New York, New York 10048.
MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below, the common
stock of OAC is owned by (i) certain officers and/or directors of the
Manager, (ii) MassMutual and (iii) another investor. No institution or person
holds 5% or more of OAC's outstanding common stock except MassMutual.
MassMutual has engaged in the life insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of August
1, 1997, OAC declared a ten for one stock split. At December 31, 1999, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 10,565,715 shares of Class B voting stock, and (iii)
18,377,759 shares of Class C non-voting stock. This collectively represented
91.9% of the outstanding common stock and 90.4% of the voting power of OAC as
of that date. Certain officers and/or directors of the Manager held (i)
3,035,120 shares of the Class B voting stock, representing 5.5% of the
outstanding common stock and 8.5% of the voting power, and (ii) options
acquired without cash payment which, when they become exercisable, allow the
holders to purchase up to 1,508,523 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 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 October 1, 1998 to December 31, 1999,
the only transactions on a post-split basis by persons who serve as Trustees
of the Fund were by Mr. Swain who exercised 80,000 options to MassMutual for
a cash payment of $2,621,900, Ms. Macaskill who exercised 434,873 options to
MassMutual for a cash payment of $14,770,051 and Mr. Bowen who sold 11,420
shares of Class B OAC common stock to MassMutual and exercised 65,880 options
to MassMutual for a cash payment of $2,335,909.
The names and principal occupations of the executive officers and directors
of the Manager are as follows: Bridget A. Macaskill, Chief Executive Officer
and a director; John Murphy, President; James C. Swain, Vice Chairman; Jeremy
Griffiths, Executive Vice President and Chief Financial Officer; 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; and Charles
Albers, Victor Babin, Bruce Bartlett, Richard Bayha, 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, Richard Rubinstein, 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, including financial statements of the Fund for the
fiscal year ended December 31, 1999, have previously been sent to all
shareholders. Upon request, shareholders may obtain without charge a copy of
the Annual or Semi-Annual Report by writing the Fund at the address above or
calling the Fund at 1.800.525.7048.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the
proxy ballot, notice of meeting, and this Proxy Statement and all other costs
incurred with the solicitation of proxies, including any additional
solicitation by letter, telephone or otherwise, will be paid by the Fund. In
addition to solicitations by mail, officers of the Fund or officers and
employees of OppenheimerFunds Services, without extra compensation, may
conduct additional solicitations personally or by telephone. Any expenses so
incurred will be borne by OppenheimerFunds Services.
Proxies also may be solicited by a proxy solicitation firm hired at the
Fund's expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive telephone calls from
a representative of the solicitation firm if their vote has not yet been
received. Authorization to permit the solicitation firm to execute proxies
may be obtained by telephonic instructions from shareholders of the Fund.
Proxies that are obtained telephonically will be recorded in accordance with
the procedures set forth below. These procedures have been reasonably
designed to ensure that the identity of the shareholder providing voting
instructions is accurately determined and that the voting instructions of the
shareholder are accurately recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address,
the last four digits of the shareholder's social security or employer
identification number, title (if the shareholder is authorized to act on
behalf of an entity, such as a corporation), the number of shares owned and
to confirm that the shareholder has received the Proxy Statement and ballot
in the mail. If the information solicited agrees with the information
provided to the solicitation firm, the solicitation firm representative has
the responsibility to explain the process, read the proposals listed on the
proxy ballot, and ask for the shareholder's instructions on such proposals.
The solicitation firm representative, although he or she is permitted to
answer questions about the process, is not permitted to recommend to the
shareholder how to vote, other than to read any recommendation set forth in
the Proxy Statement. The solicitation firm representative will record the
shareholder's instructions on the card. Within 72 hours, the shareholder
will be sent a letter or mailgram to confirm his or her vote and asking the
shareholder to call the solicitation firm immediately if his or her
instructions are not correctly reflected in the confirmation.
It is anticipated that the cost of engaging a proxy solicitation firm would
not exceed $30,000 plus the additional costs, that may be substantial,
incurred in connection with contacting those shareholders who have not
voted. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. For those services they will be reimbursed by the Fund
for their out-of-pocket expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the
proxy ballot originally sent with the Proxy Statement in the postage paid
envelope provided or attend in person. Should shareholders require
additional information regarding the proxy ballot or a replacement proxy
ballot, they may contact us toll-free at 1.800.525.7048. Any proxy given by
a shareholder, whether in writing or by telephone, is revocable as described
below under the paragraph entitled "Revoking a Proxy."
Please take a few moments to complete your proxy promptly. You may provide
your completed proxy via facsimile, telephonically or by mailing the proxy
card in the postage paid envelope provided. You also may cast your vote by
attending the Meeting in person.
Telephone Voting. The Fund has arranged to have votes recorded by
telephone. The voting procedures used in connection with telephone voting
are designed to authenticate the identity of shareholders, to permit
shareholders to authorize the voting of their shares in accordance with their
instructions and to confirm that their instructions have been properly
recorded. Shareholders must enter a unique control number found on their
respective proxy ballots before providing voting instructions by telephone.
After a shareholder provides his or her voting instructions, those
instructions are read back to the shareholder and the shareholder must
confirm his or her voting instructions before disconnecting the telephone
call.
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. Beneficial owners of street account shares cannot vote in
person at the Meeting. Only record owners may vote in person at the Meeting.
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. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.
Shares held in OppenheimerFunds-sponsored retirement accounts for which votes
are not received as of the last business day before the Meeting Date, will be
voted by the trustee for such accounts in the same proportion as Shares for
which voting instructions from the Fund's other shareholders have been timely
received.
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 Proposals 1 and 2 require the affirmative vote of
a majority of the outstanding shares present at the meeting. Approval of
Proposals 3 through 6 requires the affirmative vote of a "majority" (as
defined in the 1940 Act) 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.
How are Votes Counted? The individuals named as proxies on the proxy ballots
(or their substitutes) will vote according to your directions if your proxy
is received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote
your shares on a proposal by checking the appropriate box "FOR" or "AGAINST,"
or instruct them not to vote those shares on the proposal by checking the
"ABSTAIN" box. Alternatively, you may simply sign, date and return your
proxy ballot with no specific instructions as to the proposals. If you
properly execute and return a proxy but fail 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.
Shares of the Fund may be held by insurance company separate accounts for the
benefit of insurance company contract holders. If the insurance company does
not timely receive voting instructions from contract holders with respect to
such Shares, the insurance company will vote such Shares, as well as Shares
the insurance company itself owns, in the same proportion as Shares for which
voting instructions from contract holders are timely received.
Revoking a Proxy. 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 (for certain matters and under
special conditions described in the Statement of Additional Information).
Under the proxy rules of the Securities and Exchange Commission, shareholder
proposals which meet certain conditions may be included in a Fund's proxy
statement for a particular meeting. Those rules require that for future
meetings, the shareholder must be a record or beneficial owner of Fund shares
either (i) with a value of at least $2,000 or (ii) in an amount representing
at least 1% of the Fund's securities to be voted, at the time the proposal is
submitted and for one year prior thereto, and must continue to own such
shares through the date on which the meeting is held. Another requirement
relates to the timely receipt by the Fund of any such proposal. Under those
rules, a proposal submitted for inclusion in the Fund's proxy material for
the next meeting after the meeting to which this proxy statement relates must
be received by the Fund a reasonable time before the solicitation is made.
The fact that the Fund receives a proposal from a qualified shareholder in a
timely manner does not ensure its inclusion in the proxy material, since
there are other requirements under the proxy rules for such inclusion.
OTHER MATTERS
The Board does not intend to bring any matters before the Meeting other
than Proposals 1 through 6 and the Board and the Manager are not aware of any
other matters to be brought before the Meeting by others. 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.
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 and
approve 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 and approve 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. The persons named as proxies on
the proxy ballots (or their substitutes) will vote the Shares present in
person or by proxy in favor of such an adjournment if they determine that
additional solicitation is warranted and in the interests of the Fund's
shareholders. 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
January __, 2001
<PAGE>
EXHIBIT A
AMENDED AND RESTATED DECLARATION OF TRUST
OF
OPPENHEIMER INTEGRITY FUNDS
This DECLARATION OF TRUST, made as of the 26th day of June, 1995, by
and among the individuals executing this Declaration of Trust as the
Trustees, and amended and restated this ___ day of ___________, 2000.
WHEREAS, the Trustees wish to establish a trust fund under the laws of
the Commonwealth of Massachusetts, for the investment and reinvestment of
funds contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust in trust as herein set forth below.
ARTICLE FIRST - NAME
------------- ----
This Trust shall be known as OPPENHEIMER Integrity Funds. The address
of Oppenheimer Bond Fund is 6803 South Tucson Way, Englewood, CO 80112. The
Registered Agent for Service is Massachusetts Mutual Life Insurance Company,
1295 State Street, Springfield, Massachusetts 01111, Attention: Stephen
Kuhn, Esq.
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" 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" refers to series of shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.
11. "Shareholder" means a record owner of Shares of the Trust.
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.
13. "Trust" refers to the Massachusetts business trust created by
this Declaration of Trust, as amended or restated from time to time.
14. "Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the
time being in office as such trustees.
ARTICLE THIRD - PURPOSE OF TRUST
------------- ----------------
The purpose or purposes for which the Trust is formed and the business
or objects to be transacted, carried on and promoted by it are as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, lend, pledge,
mortgage, write options on, lease, sell short, assign, negotiate, transfer,
exchange or otherwise dispose of or turn to account or realize upon,
securities (which term "securities" shall for the purposes of this
Declaration of Trust, without limitation of the generality thereof, be deemed
to include any stocks, shares, bonds, financial futures contracts, indexes,
debentures, notes, mortgages or other obligations, and any certificates,
receipts, warrants or other instruments representing rights to receive,
purchase or subscribe for the same, or evidencing or representing any other
rights or interests therein, or in any property or assets) created or issued
by any issuer (which term "issuer" shall for the purposes of this Declaration
of Trust, without limitation of the generality thereof, be deemed to include
any persons, firms, associations, corporations, syndicates, business trusts,
partnerships, investment companies, combinations, organizations, governments,
or subdivisions thereof) and in financial instruments (whether they are
considered as securities or commodities); and to exercise, as owner or holder
of any securities or financial instruments, all rights, powers and privileges
in respect thereof; and to do any and all acts and things for the
preservation, protection, improvement and enhancement in value of any or all
such securities or financial instruments.
2. To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and by
the Trust's fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and
amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including without limitation thereto,
securities) now or hereafter permitted by the laws of the Commonwealth of
Massachusetts and by this Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, redeem or cancel its Shares, or to classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of any
Series or Class into one or more Series or Classes that may have been
established and designated from time to time, all without the vote or consent
of the Shareholders of the Trust, in any manner and to the extent now or
hereafter permitted by this Declaration of Trust.
5. To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the world, without
restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any securities or other instruments of, or share of
interest in, any issuer, and in connection therewith or make or enter into
such deeds or contracts with any issuers and to do such acts and things and
to exercise such powers, as a natural person could lawfully make, enter into,
do or exercise.
7. To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference
from, the terms of any other clause of this or any other Article of this
Declaration of Trust, and shall each be regarded as independent and construed
as powers as well as objects and purposes, and the enumeration of specific
purposes, objects and powers shall not be construed to limit or restrict in
any manner the meaning of general terms or the general powers of the Trust
now or hereafter conferred by the laws of the Commonwealth of Massachusetts
nor shall the expression of one thing be deemed to exclude another, though it
be of a similar or dissimilar nature, not expressed; provided, however, that
the Trust shall not carry on any business, or exercise any powers, in any
state, territory, district or country except to the extent that the same may
lawfully be carried on or exercised under the laws thereof.
ARTICLE FOURTH - SHARES
-------------- ------
1. The beneficial interest in the Trust shall be divided into
Shares, all with $.001 par value per share, but the Trustees shall have the
authority from time to time, without obtaining shareholder approval, to
create one or more Series of Shares in addition to the Series specifically
established and designated in part 3 of this Article FOURTH, and to divide
the shares of any Series into two or more Classes pursuant to part 2 of this
Article FOURTH, all as they deem necessary or desirable, to establish and
designate such Series and Classes, and to fix and
<PAGE>
A-22
determine the relative rights and preferences as between the different
Series of Shares or Classes as to right of redemption and the price, terms
and manner of redemption, liabilities and expenses to be borne by any Series
or Class, special and relative rights as to dividends and other distributions
and on liquidation, sinking or purchase fund provisions, conversion on
liquidation, conversion rights, and conditions under which the several Series
or Classes shall have individual voting rights or no voting rights. Except
as 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 reacquired by the
Trust.
(b) The establishment and designation of any Series or any
Class of any Series in addition to that established and designated in part 3
of this Article FOURTH shall be effective upon 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, whether directly in such instrument or by
reference to, or approval of, another document that sets forth such relative
rights and preferences of the Series or any Class of any Series including,
without limitation, any registration statement of the Trust, (ii) upon the
execution of an instrument in writing by an officer of the Trust pursuant to
the vote of a majority of the Trustees, or (iii) as otherwise provided in
either such instrument. At any time that there are no Shares outstanding of
any particular Series or Class previously established and designated, the
Trustees may by an instrument executed by a majority of their number or by an
officer of the Trust pursuant to a vote of a majority of the Trustees abolish
that Series or Class and the establishment and designation thereof. Each
instrument referred to in this paragraph shall be an amendment to this
Declaration of Trust, and the Trustees may make any such amendment without
shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series or Class of any Series of the Trust to
the same extent as if such person were not a Trustee, officer or other agent
of the Trust; and the Trust may issue and sell or cause to be issued and sold
and may purchase Shares of any Series or Class of any Series from any such
person or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of Shares
of such Series or Class generally.
2. (a) Classes. The Trustees shall have the exclusive authority
from time to time, without obtaining shareholder approval, to divide the
Shares of any Series into two or more Classes as they deem necessary or
desirable, and to establish and designate such Classes. In such event, each
Class of a Series shall represent interests in the designated Series of the
Trust and have such voting, dividend, liquidation and other rights as may be
established and designated by the Trustees. Expenses and liabilities related
directly or indirectly to the Shares of a Class of a Series may be borne
solely by such Class (as shall be determined by the Trustees) and, as
provided in 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 shall be
the same in all respects except that, and unless and until the Board of
Trustees shall determine otherwise: (i) when a vote of Shareholders is
required under this Declaration of Trust or when a meeting of Shareholders is
called by the Board of Trustees, the Shares of a Class shall vote exclusively
on matters that affect that Class only; (ii) the expenses and liabilities
related to a Class shall be borne solely by such Class (as determined and
allocated to such Class by the Trustees from time to time in a manner
consistent with parts 2 and 3 of this Article FOURTH); and (iii) pursuant to
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 relating to
the Shares. Dividends and distributions on each Class of Shares may differ
from the dividends and distributions on any other such Class, and the net
asset value of each Class of Shares may differ from the net asset value of
any other such Class.
3. Without limiting the authority of the Trustees set forth in 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 Shares shall be divided into four
Classes, which shall be designated Class A, Class B, 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 Series or
Classes at the time of establishing and designating the same) have the
following relative rights and preferences:
(a) Assets Belonging to Series or Class. All consideration
received by the Trust for the issue or sale of Shares of a particular Series
or any Class thereof, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to that
Series (and may be allocated to any Classes thereof) for all purposes,
subject only to the rights of creditors, and shall be so recorded upon the
books of account of the Trust. Such consideration, assets, income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the same may be,
together with any General Items allocated to that Series as provided in the
following sentence, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits,
and proceeds thereof, funds, or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more of
the Series established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Series shall belong to that
Series (and be allocable to any Classes thereof). Each such allocation by
the Trustees shall be conclusive and binding upon the Shareholders of all
Series (and any Classes thereof) for all purposes. No Shareholder or former
Shareholder of any Series or Class shall have a claim on or any right to any
assets allocated or belonging to any other Series or Class.
(b) (1) Liabilities Belonging to Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall be
charged and allocated to the assets belonging to each particular Series. Any
general liabilities, expenses, costs, charges and reserves of the Trust which
are not identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such basis
as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged
to each Series are herein referred to as "liabilities belonging to" that
Series. Each allocation of liabilities, expenses, costs, charges and
reserves by the Trustees shall be conclusive and binding upon the
shareholders of all Series for all purposes.
(2) Liabilities Belonging to a Class. If a Series is
divided into more than one Class, the liabilities, expenses, costs, charges
and reserves attributable to a Class shall be charged and allocated to the
Class to which such liabilities, expenses, costs, charges or reserves are
attributable. Any general liabilities, expenses, costs, charges or reserves
belonging to the Series which are not identifiable as belonging to any
particular Class shall be allocated and charged by the Trustees to and among
any one or more of the Classes established and designated from time to time
in such manner and on such basis as the Trustees in their sole discretion
deem fair and equitable. The liabilities, expenses, costs, charges and
reserves allocated and so charged to each Class are herein referred to as
"liabilities belonging to" that Class. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the holders of all Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine, which may
be daily or otherwise pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine, from
such of the income, capital gains accrued or realized, and capital and
surplus, from the assets belonging to that Series, or in the case of a Class,
belonging to such Series and being allocable to such Class, as the Trustees
may determine, after providing for actual and accrued liabilities belonging
to such Series or Class. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the Shareholders
of such Series or Class in proportion to the number of Shares of such Series
or Class held by such Shareholders at the date and time of record established
for the payment of such dividends or distributions, except that in connection
with any dividend or distribution program or procedure the Trustees may
determine that no dividend or distribution shall be payable on Shares as to
which the Shareholder's purchase order and/or payment have not been received
by the time or times established by the Trustees under such program or
procedure. Such dividends and distributions may be made in cash or Shares of
that Series or Class or a combination thereof as determined by the Trustees
or pursuant to any program that the Trustees may have in effect at the time
for the election by each Shareholder of the mode of the making of such
dividend or distribution to that Shareholder. Any such dividend or
distribution paid in Shares will be paid at the net asset value thereof as
determined in accordance with part 13 of Article SEVENTH. Notwithstanding
anything in this Declaration of Trust to the contrary, the Trustees may at
any time declare and distribute a dividend of stock or other property pro
rata among the Shareholders of a particular Series or Class at the date and
time of record established for the payment of such dividends or distributions.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust or any Series or Class thereof, the Shareholders of
each Series and all Classes of each Series that have been established and
designated and are being liquidated and dissolved shall be entitled to
receive, as a Series or Class, when and as declared by the Trustees, the
excess of the assets belonging to that Series or, in the case of a Class,
belonging to that Series and allocable to that Class, over the liabilities
belonging to that Series or Class. Upon the liquidation or dissolution of
the Trust or any Series or Class pursuant to this part 3(d) of this Article
FOURTH the Trustees shall make provisions for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of the Trust
or that Series or Class. The assets so distributable to the Shareholders of
any particular Class and Series shall be distributed among such Shareholders
in proportion to the relative net asset value of such Shares. The
liquidation of the Trust or any particular Series or Class thereof may be
authorized at any time by vote of a majority of the Trustees or instrument
executed by a majority of their number then in office, provided the Trustees
find that it is in the best interest of the Shareholders of such Series or
Class or as otherwise provided in this Declaration of Trust or the instrument
establishing such Series or Class. The Trustees shall provide written notice
to affected shareholders of a termination effected under this part 3(d) of
this Article FOURTH.
(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class and
Series will be recorded on the Share transfer records of the Trust applicable
to such Series or Class of that Series, as kept by the Trust or by any
transfer or similar agent, as the case may be, only at such times as
Shareholders shall have the right to require the Trust to redeem Shares of
such Series or Class of that Series and at such other times as may be
permitted by the Trustees.
(f) Equality. 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 that
Series or that Class), and each Share of any particular Series or Class shall
be equal to each other Share of that Series or Class; but the provisions of
this sentence shall not restrict any distinctions permissible under this
Article FOURTH that may exist with respect to Shares of 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 provided that such division or combination does not
change the proportionate beneficial interest in the assets belonging to that
Series or allocable to that Class or in any way affect the rights of Shares
of any other Class or Series.
(g) Fractions. Any fractional Share of any Class or Series, if
any such fractional Share is outstanding, shall carry proportionately all the
rights and obligations of a whole Share of that Class and Series, including
those rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares, (ii)
holders of shares of any Class shall have the right to exchange said Shares
into Shares of one or more other Classes of the same or a different Series,
and/or (iii) the Trust shall have the right to carry out exchanges of the
aforesaid kind, in each case in accordance with such requirements and
procedures as may be established by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each
Class and Series that has been established and designated. No certification
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make such rules as
they consider appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters. The record
books of the Trust as kept by the Trust or any transfer or similar agent, as
the case may be, shall be conclusive as to who are the Shareholders and as to
the number of Shares of each Class and Series held from time to time by each
such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize or determine. Such investments may be in the
form of cash, securities or other property in which the appropriate Series is
authorized to invest, hold or own, valued as provided in part 13, Article
SEVENTH. The Trustees may authorize any distributor, principal underwriter,
custodian, transfer agent or other person to accept orders for the purchase
or sale of Shares that conform to such authorized terms and to reject any
purchase or sale orders for Shares whether or not conforming to such
authorized terms.
ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
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The following provisions are hereby adopted with respect to voting
Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote only (a) for the
election of Trustees when that issue is submitted to 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 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, (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 from time to
time.
3. As to each matter submitted to a vote of Shareholders, each
Shareholder shall be entitled to one vote 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 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 separate vote of one or more Series or Classes
thereof is required by the 1940 Act or the provisions of the writing
establishing and designating the Series or Class, such requirements as to a
separate vote by such Series or Class thereof shall apply in lieu of 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, and all Shares of a Class of a
Series 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 a
Series or Class requires an affirmative vote of a majority, or more than a
majority, of the Shares outstanding and entitled to vote, then with respect
to voting on that particular issue the presence in person or by proxy of the
holders of a majority of the Shares outstanding and entitled to vote at such
a meeting shall constitute a quorum for the transaction of business with
respect to such issue. Any number less than a quorum shall be sufficient for
adjournments. If at any meeting of the Shareholders there shall be less than
a quorum present with respect to a particular issue to be voted on, such
meeting may be adjourned, without further notice, with respect to such issue
from time to time until a quorum shall 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.
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 all or part of the Shares of such Series
and Class standing in the name of such Shareholder. The method of computing
such net asset value, the time at which such net asset value shall be
computed and the time within which the Trust shall make payment therefor,
shall be determined as hereinafter provided in Article SEVENTH of this
Declaration of Trust. Notwithstanding the foregoing, the Trustees, when
permitted or required to do so by the 1940 Act, may suspend the right of the
Shareholders to require the Trust to redeem Shares.
6. No Shareholder shall, as such holder, have any right to purchase
or subscribe for any Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may determine.
7. All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
8. Cumulative voting for the election of Trustees shall not be
allowed.
ARTICLE SIXTH - THE TRUSTEES
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1. The persons who shall act as Trustees until their successors are
duly chosen and qualify are the trustees executing this Declaration of Trust
or any counterpart thereof. However, the By-Laws of the Trust may fix the
number of Trustees at a number greater or lesser than the number of initial
Trustees and may authorize the Trustees to increase or decrease the number of
Trustees, to fill any vacancies on the Board which may occur for any reason
including any vacancies created by any such increase in the number of
Trustees, to set and alter the terms of office of the Trustees and to
lengthen or lessen their own terms of office or make their terms of office of
indefinite duration, all subject to the 1940 Act, as amended from time to
time, and to this Article SIXTH. Unless otherwise provided by the By-Laws of
the Trust, the Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or without cause
by resolution duly adopted by the affirmative vote of the holders of
two-thirds of the outstanding Shares, present in person or by proxy at any
meeting of Shareholders called for such purpose; such a meeting shall be
called by the Trustees when requested in writing to do so by the record
holders of not less than ten per centum of the outstanding Shares. A Trustee
may also be removed by the Board of Trustees, as provided in the By-Laws of
the Trust.
3. The Trustees shall make available a list of names and addresses
of all Shareholders as recorded on the books of the Trust, upon receipt of
the request in writing signed by not less than ten Shareholders (who have
been shareholders for at least six months) holding in the aggregate shares of
the Trust valued at not less than $25,000 at current offering price (as
defined in the then effective Prospectus and/or Statement of Additional
Information relating to the Shares under the Securities Act of 1933, as
amended from time to time) or holding not less than 1% in amount of the
entire amount of Shares issued and outstanding; such request must state that
such Shareholders wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting to take action pursuant to
part 2 of this Article SIXTH and be accompanied by a form of communication to
the Shareholders. The Trustees may, in their discretion, satisfy their
obligation under this part 3 by either making available the Shareholder list
to such Shareholders at the principal offices of the Trust, or at the offices
of the Trust's transfer agent, during regular business hours, or by mailing a
copy of such communication and form of request, at the expense of such
requesting Shareholders, to all other Shareholders, and the Trustees may also
take such other action as may be permitted under Section 16(c) of the 1940
Act.
ARTICLE SEVENTH - POWERS OF TRUSTEES
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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. 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 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 interpreted by any applicable
order or orders of the Commission or any rules or regulations adopted or
interpretive 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 one or more transfer agents and shareholder
servicing agents, or both, and may authorize such transfer agents or
servicing agents to employ sub-agents;
(e) to provide for the distribution of Shares either through a
principal underwriter or the Trust itself or both or otherwise;
(f) 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 investment advisor, 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 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 or instrument held
in the Trust;
(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; (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;
(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;
(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) to change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without prior shareholder approval;
(t) to establish officers' and Trustees' fees or compensation
and fees or compensation for committees of the Trustees to be paid by the
Trust or each Series thereof in such manner and amount as the Trustees may
determine;
(u) to invest all or any portion of the Trust's assets in any
one or more registered investment companies, including investment by means of
transfer of such assets in exchange for an interest or interests in such
investment company or investment companies or by any other means approved by
the Trustees;
(v) to determine whether a minimum and/or maximum value should
apply to accounts holding shares, to fix such values and establish the
procedures to cause the involuntary redemption of accounts that do not
satisfy such criteria; and
(w) to enter into joint ventures, general or limited
partnerships and any other combinations or associations;
(x) to endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(y) to purchase and pay for entirely out of Trust property such
insurance and/or bonding as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and principal
on its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, consultants, investment
advisors, 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. 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.
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.
12. (a) Subject to the provisions of the 1940 Act, any Trustee,
officer or employee, individually, or any partnership of which any Trustee,
officer or employee may be a member, or any corporation or association of
which any Trustee, officer or employee may be an officer, partner, director,
trustee, employee or stockholder, or otherwise may have an interest, may be a
party to, or may be pecuniarily or otherwise interested in, any contract or
transaction of the Trust, and in the absence of fraud no contract or other
transaction shall be thereby affected or invalidated; provided that in such
case a Trustee, officer or employee or a partnership, corporation or
association of which a Trustee, officer or employee is a member, officer,
director, trustee, employee or stockholder is so interested, such fact shall
be disclosed or shall have been known to the Trustees including those
Trustees who are not so interested and who are neither "interested" nor
"affiliated" persons as those terms are defined in the 1940 Act, or a
majority thereof; and any Trustee who is so interested, or who is also a
director, officer, partner, trustee, employee or stockholder of such other
corporation or a member of such partnership or association which is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Trustees which shall authorize any such contract or
transaction, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he were not so interested.
(b) Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do business
with any manager or investment advisor for the Trust and/or principal
underwriter of the Shares of the Trust or any subsidiary or affiliate of any
such manager or investment advisor and/or principal underwriter and may
permit any such firm or corporation to enter into any contracts or other
arrangements with any other firm or corporation relating to the Trust
notwithstanding that the Trustees of the Trust may be composed in part of
partners, directors, officers or employees of any such firm or corporation,
and officers of the Trust may have been or may be or become partners,
directors, officers or employees of any such firm or corporation, and in the
absence of fraud the Trust and any such firm or corporation may deal freely
with each other, and no such contract or transaction between the Trust and
any such firm or corporation shall be invalidated or in any way affected
thereby, nor shall any Trustee or officer of the Trust be liable to the Trust
or to any Shareholder or creditor thereof or to any other person for any loss
incurred by it or him solely because of the existence of any such contract or
transaction; provided that nothing herein shall protect any director or
officer of the Trust against any liability to the trust or to its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(c) As used in this paragraph the following terms shall have
the meanings set forth below:
(i) the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former
Trustee, partner, Director or officer of another trust, partnership,
corporation or association whose securities are or were owned by the Trust or
of which the Trust is or was a creditor and who served or serves in such
capacity at the request of the Trust, and the heirs, executors,
administrators, successors and assigns of any of the foregoing; however,
whenever conduct by an indemnitee is referred to, the conduct shall be that
of the original indemnitee rather than that of the heir, executor,
administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which an indemnitee is or was a
party or is threatened to be made a party by reason of the fact or facts
under which he or it is an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by an indemnitee in connection with a
covered proceeding; and
(v) the term "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse determination
as to the indemnitee whether by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an adjudication
of liability against such indemnitee expressly based on a finding of
disabling conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such indemnitee,
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.
(f) Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering any
or all indemnities to the extent permitted by applicable law or to affect any
other indemnification rights to which any indemnitee may be entitled to the
extent permitted by applicable law. Such rights to indemnification shall
not, except as otherwise provided by law, be deemed exclusive of any other
rights to which such indemnitee may be entitled under any statute, By-Law,
contract or otherwise.
13. The Trustees are empowered, in their absolute discretion, to
establish the bases or times, or both, for determining the net asset value
per Share of any Class and Series in accordance with the 1940 Act and to
authorize the voluntary purchase by any Class and Series, either directly or
through an agent, of Shares of any Class and Series upon such terms and
conditions and for such consideration as the Trustees shall deem advisable in
accordance with the 1940 Act.
14. Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender
of such stock or request for redemption to the Trust for such purpose
together with any additional documentation that may be reasonably required by
the Trust or its transfer agent to evidence the authority of the tenderor to
make such request, plus any period of time during which the right of the
holders of the shares of such Class of that Series to require the Trust to
redeem such shares has been suspended. Any such payment may be made in
portfolio securities of such Class of that Series and/or in cash, as the
Trustees shall deem advisable, and no Shareholder shall have a right, other
than as determined by the Trustees, to have Shares redeemed in kind.
15. The Trust shall have the right, at any time, without prior notice
to the Shareholder to redeem Shares of the Class and Series held by a
Shareholder held in any account registered in the name of such Shareholder
for its current net asset value, 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 advisor 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.
ARTICLE EIGHTH - LICENSE
-------------- -------
The name "Oppenheimer" included in the name of the Trust and of any
Series shall be used pursuant to a royalty-free, non-exclusive license from
OppenheimerFunds, Inc. ("OFI"), incidental to and as part of any one or more
advisory, management or supervisory contracts which may be entered into by
the Trust with OFI. Such license shall allow OFI to inspect and subject to
the control of the Board of Trustees to control the nature and quality of
services offered by the Trust under such name. The license may be terminated
by OFI upon termination of such advisory, management or supervisory contracts
or without cause upon 60 days' written notice, in which case neither the
Trust nor any Series or Class shall have any further right to use the name
"Oppenheimer" in its name or otherwise and the Trust, the Shareholders and
its officers and Trustees shall promptly take whatever action may be
necessary to change its name and the names of any Series or Classes
accordingly.
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 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, joint stock association, corporation, bailment, or any
other form of a legal relationship other than a trust, as contemplated in
Massachusetts General Laws Chapter 182. No individual Trustee hereunder
shall have any power to bind the Trust unless so authorized by the Trustees,
or to personally bind the Trust's officers or any Shareholder. All persons
extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to the
assets of the 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 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 part 2 of this Article NINTH, the Trustees shall not be liable
for errors of judgment or mistakes of fact or law. 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, advisor,
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 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) 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 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 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) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-section (a) hereof or
pursuant to part 3(d) of Article FOURTH, as applicable, the Series the assets
of which have been so transferred shall terminate, and if all the assets of
the Trust have been so transferred, the Trust shall terminate and the
Trustees shall be discharged of any and all further liabilities and duties
hereunder and the right, title and interest of all parties shall be canceled
and discharged.
5. Subject to applicable Federal and state law, the Trustees may
without the vote or consent of Shareholders cause to be organized or assist
in organizing one or more corporations, trusts, partnerships, limited
liability companies, associations, or other organization, under the laws of
any jurisdiction, to take over all or a portion of the Trust property or all
or a portion of the Trust property allocated or belonging to such Series or
Class or to carry on any business in which the Trust shall directly or
indirectly have any interest, and to sell, convey and transfer the Trust
property or the Trust property allocated or belonging to such Series or Class
to any such corporation, trust, limited liability company, partnership,
association, or organization in exchange for the shares or securities thereof
or otherwise, and to lend money to, subscribe for the shares or securities
of, and enter into any contracts with any such corporation, trust,
partnership, limited liability company, association, or organization or any
corporation, partnership, limited liability company, trust, association, or
organization in which the Trust or such Series or Class holds or is about to
acquire shares or any other interest. Subject to applicable Federal and
state law, the Trustees may also cause a merger or consolidation between the
Trust or any successor thereto or any Series or Class thereof and any such
corporation, trust, partnership, limited liability company, association, or
other organization. Nothing contained herein shall be construed as requiring
approval of shareholders for the Trustees to organize or assist in organizing
one or more corporations, trusts, partnerships, limited liability companies,
associations, or other organizations and selling, conveying, or transferring
the Trust property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written notice
to the affected Shareholders of any transaction whereby, pursuant to this
part 5, Article NINTH, the Trust or any Series or Class thereof sells,
conveys, or transfers all or a substantial portion of its assets to another
entity or merges or consolidates with another entity. Such transactions may
be effected through share-for-share exchanges, transfer or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any other
approved by the Trustees.
6. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of
this instrument and of each supplemental or restated declaration of trust
shall be filed with the Secretary of the Commonwealth of Massachusetts, as
well as any other governmental office where such filing may from time to time
be required. Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such supplemental or restated
declarations of trust have been made and as to any matters in connection with
the Trust hereunder, and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a copy of this
instrument or of any such supplemental or restated declaration of trust. In
this instrument or in any such supplemental or restated declaration of trust,
references to this instrument, and all expressions like "herein", "hereof"
and "hereunder" shall be deemed to refer to this instrument as amended or
affected by any such supplemental or restated declaration of trust. This
instrument may be executed in any number of counterparts, each of which shall
be deemed an original.
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.
8. In the event that any person advances the organizational expenses
of the Trust, such advances shall become an obligation of the Trust subject
to such terms and conditions as may be fixed by, and on a date fixed by, or
determined with criteria fixed by the Board of Trustees, to be amortized over
a period or periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust
including action which is required or permitted by the 1940 Act or any other
applicable law, such action shall be deemed to have been properly taken if
such action is in accordance with the construction of the 1940 Act or such
other applicable law then in effect as expressed in "no action" letters of
the staff of the Commission or any release, rule, regulation or order under
the 1940 Act or any decision of a court of competent jurisdiction,
notwithstanding that any of the foregoing shall later be found to be invalid
or otherwise reversed or modified by any of the foregoing.
10. Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof
in the then effective prospectus and/or statement of additional information
relating to the Shares under the Securities Act of 1933 or in any proxy
statement of the Trust rather than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of Trustees
is permitted or required to place a value on assets of the Trust, such action
may be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.
12. The Trustee may, without the vote or consent of the Shareholders,
amend or otherwise supplement this 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, provided, however, that none of the
following amendments shall be effective unless also approved by a Majority
Vote of Shareholders: (i) any amendment to parts 1, 3 and 4, Article FIFTH;
(ii) any amendment to this part 12, Article NINTH; (iii) any amendment to
part 1, Article NINTH; and (iv) any amendment to part 4(a), Article NINTH
that would change the voting rights of Shareholders contained therein. Any
amendment required to be submitted to the Shareholders that, as the Trustees
determine, shall affect the Shareholders of any Series or Class shall, with
respect to the Series or Class so affected, be authorized by vote of the
Shareholders of that Series or Class and no vote of Shareholders of a Series
or Class not affected by the amendment with respect to that Series or Class
shall be required. Notwithstanding anything else herein, any amendment to
Article NINTH, part 1 shall not limit the rights to indemnification or
insurance provided therein with respect to action or omission or indemnities
or Shareholder indemnities prior to such amendment.
13. The captions used herein are intended for convenience of
reference only, and shall not modify or affect in any manner the meaning or
interpretation of any of the provisions of this Agreement. As used herein,
the singular shall include the plural, the masculine gender shall include the
feminine and neuter, and the neuter gender shall include the masculine and
feminine, unless the context otherwise requires.
[Remainder of Page Intentionally Left Blank]
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
____ day of _________, 2000.
[SIGNATURE LINES OMITTED]
