Registration No. 2-39461
File No. 811-02171
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 / X /
PRE-EFFECTIVE AMENDMENT NO. ___ / /
POST-EFFECTIVE AMENDMENT NO. 56 / X /
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / X /
AMENDMENT NO. 26 / X /
OPPENHEIMER TIME FUND
- -----------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Two World Trade Center
New York, New York 10048-0203
- -----------------------------------------------------------------------
(Address of Principal Executive Offices)
(212) 323-0200
- -----------------------------------------------------------------------
(Registrant's Telephone Number)
ANDREW J. DONOHUE, ESQ.
Oppenheimer Management Corporation
Two World Trade Center, New York, New York 10048-0203
- -----------------------------------------------------------------------
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate
box):
/ / immediately upon filing pursuant to paragraph (b)
/ X / On October 21, 1994, pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on --------------- pursuant to paragraph (a)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on ------------ pursuant to paragraph (a)(ii) of Rule 485
The Registrant has registered an indefinite number of shares under the
Securities Act of 1933 pursuant to Rule 24f-2 promulgated under the
Investment Company Act of 1940. A Rule 24f-2 Notice for the Registrant's
fiscal year ended June 30, 1994, was filed on August 30, 1994.
<PAGE>
FORM N-1A
OPPENHEIMER TIME FUND
Cross Reference Sheet
Part A of
Form N-1A
Item No. Prospectus Heading
- --------- ------------------
1 Front Cover Page
2 Expenses
3 Financial Highlights; Performance of the Fund
4 Front Cover Page; Investment Objective and Policies
5 How the Fund is Managed; Back Cover
5A Performance of the Fund
6 Dividends, Capital Gains and Taxes; Additional Information
7 How to Buy Shares; Back Cover; How to Redeem Shares; Exchanges
of Shares and Retirement Plans
8 How to Sell Shares
9 *
Part B of
Form N-1A
Item No. Heading in Statement of Additional Information
- --------- -----------------------------------------------
10 Cover Page
11 Cover Page
12 *
13 Investment Objective and Policies; Other Investment Techniques
and Strategies; Additional Investment Restrictions
14 How the Fund is Managed; Officers and Trustees of the Fund
15 Major Shareholders
16 How the Fund is Managed; Service Plan
17 Brokerage Policies of the Fund
18 Additional Information about the Fund
19 Your Investment Account; How to Buy Shares; How to Sell
Shares; How to Exchange Shares
20 Dividends, Capital Gains and Taxes
21 How the Fund is Managed; Brokerage Policies of the Fund
22 Performance of the Fund
23 *
- -----------------
* Not applicable or negative answer.
<PAGE>
OPPENHEIMER TIME FUND
Prospectus dated October 21, 1994
Oppenheimer Time Fund (the "Fund") is a mutual fund that seeks capital
appreciation. Current income is not a consideration in the selection of
the Fund's portfolio securities. In seeking to achieve its investment
objective, the Fund emphasizes investment in "mid-capitalization"
companies that are, in the opinion of Oppenheimer Management Corporation
(the "Manager") established, well-managed companies with strong market
positions, high quality products and high earnings growth potential that
have a proven ability to translate growth in sales and market share into
earnings gains.
The Fund invests mainly in common stocks, preferred stocks, and
convertible securities. The Fund also uses "hedging" instruments, to seek
to reduce the risks of market fluctuations that affect the value of the
securities the Fund holds. Some investment techniques the Fund uses may
be considered to be speculative investment methods that may increase the
risks of investing in the Fund and may also increase the Fund's operating
costs. You should carefully review the risks associated with an investment
in the Fund. Please refer to "Investment Policies and Strategies" for more
information about the types of securities the Fund invests in and the
risks of investing in the Fund.
This Prospectus explains concisely what you should know before
investing in the Fund. Please read this Prospectus carefully and keep it
for future reference. You can find more detailed information about the
Fund in the October 21, 1994, Statement of Additional Information. For a
free copy, call Oppenheimer Shareholder Services, the Fund's Transfer
Agent, at 1-800-525-7048, or write to the Transfer Agent at the address
on the back cover. The Statement of Additional Information has been filed
with the Securities and Exchange Commission and is incorporated into this
Prospectus by reference (which means that it is legally part of this
Prospectus).
Because of the Fund's investment policies and practices, the Fund's shares
may be considered to be speculative.
Shares of the Fund are not deposits or obligations of any bank, are not
guaranteed by any bank, are not insured by the F.D.I.C. or any other
agency, and involve investment risks, including the possible loss of
principal amount invested.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
Contents
ABOUT THE FUND
Expenses
Financial Highlights
Investment Objective and Policies
How the Fund is Managed
Performance of the Fund
ABOUT YOUR ACCOUNT
How to Buy Shares
Special Investor Services
AccountLink
Automatic Withdrawal and Exchange
Plans
Reinvestment Privilege
Retirement Plans
How to Sell Shares
By Mail
By Telephone
How to Exchange Shares
Shareholder Account Rules and Policies
Dividends, Capital Gains and Taxes
<PAGE>
ABOUT THE FUND
Expenses
The Fund pays a variety of expenses directly for management of its
assets, administration, distribution of its shares and other services, and
those expenses are reflected in the Fund's net asset value per share. As
a shareholder, you pay those expenses indirectly. Shareholders pay other
expenses directly, such as sales charges. The following tables are
provided to help you understand your direct expenses of investing in the
Fund and your share of the Fund's operating expenses that you might expect
to bear indirectly. The calculations are based on the Fund's expenses
during its fiscal year ended June 30, 1994.
- Shareholder Transaction Expenses are charges you pay when you buy
or sell shares of the Fund. Please refer to pages ---- through ---- for
an explanation of how and when these charges apply.
Maximum Sales Charge on Purchases
(as a % of offering price) 5.75%
Sales Charge on Reinvested Dividends None
Deferred Sales Charge None(1)
Redemption Fee None
Exchange Fee $5.00(2)
(1) If you invest more than $1 million, you may have to pay a sales
charge of up to 1% if you sell your shares within 18 calendar months
from the end of the calendar month during which you purchased those
shares. See "How to Buy Shares," below.
(2) Fee is waived for automated exchanges, as described in "How to
Exchange Shares."
- Annual Fund Operating Expenses are paid out of the Fund's assets
and represent the Fund's expenses in operating its business. For example,
the Fund pays management fees to its investment adviser, Oppenheimer
Management Corporation (the "Manager"), and other regular expenses for
services, such as transfer agent fees, custodial fees paid to the bank
that holds its portfolio securities, audit fees and legal and other
expenses. The following numbers are projections of the Fund's business
expenses based on the Fund's expenses in its last fiscal year. These
amounts are shown as a percentage of the Fund's average net assets for
that year. An amended Service Plan for the Fund's shares took effect July
1, 1994, that applies to all shares of the Fund, regardless of the date
on which the shares were purchased. "12b-1 Service Plan Fees" are based
on expenses that would have been incurred if that Plan had been in effect
during the Fund's fiscal year ended June 30, 1994.
Management Fees 0.74%
12b-1 Service Plan Fees (restated) 0.12%
Other Expenses 0.15%
Total Fund Operating Expenses 1.01%
- Examples. To try to show the effect of these expenses on an
investment over time, we have created the hypothetical examples shown
below. Assume that you make a $1,000 investment in shares of the Fund, and
that the Fund's annual return is 5%, and that its operating expenses are
as shown in the chart above. If you were to redeem your shares at the end
of each period shown below, your investment would incur the following
expenses by the end of each period shown:
1 year 3 years 5 years 10 years
$67 $86 $107 $166
This example shows the effect of expenses on an investment, but is not
meant to state or predict actual or expected costs or investment returns
of the Fund, all of which will vary.
<PAGE>
Financial Highlights
The table on this page presents selected financial information about the
Fund, including per share data and expense ratios and other data based on
the Fund's average net assets. This information has been audited by KPMG
Peat Marwick LLP, the Fund's independent auditors, whose report on the
Fund's financial statements for the fiscal year ended June 30, 1994, is
included in the Statement of Additional Information.
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1994 1993 1992 1991 1990
==========================================================
========================================
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of year $17.06 $14.84 $14.37 $16.71 $17.38
- --------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income --(1) --(1) .14 .40 .54
Net realized and unrealized
gain(loss) on investments and
options written (.38) 3.06 1.24 (.25) .62
------ ------ ------ ------ ------
Total income (loss) from
investment operations (.38) 3.06 1.38 .15 1.16
- --------------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income -- (.05) (.22) (.52) (.51)
Dividends in excess of net
investment income --(1) -- -- -- --
Distributions from net realized
gain on investments and options
written (1.23) (.79) (.69) (1.97) (1.32)
------ ------ ------ ------ ------
Total dividends and distributions
to shareholders (1.23) (.84) (.91) (2.49) (1.83)
- --------------------------------------------------------------------------------------------------
Net asset value, end of year $15.45 $17.06 $14.84 $14.37 $16.71
====== ====== ====== ====== ======
==========================================================
========================================
TOTAL RETURN, AT NET ASSET
VALUE(2) (3.40)% 20.95% 9.28% 2.46% 6.91%
==========================================================
========================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
year (in thousands) $321,536 $370,439 $329,975 $309,390 $335,026
- --------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $387,363 $358,834 $358,097 $310,040 $328,266
- --------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in thousands) 20,814 21,710 22,242 21,526 20,050
- --------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) (.21)% .01% .80% 2.48% 3.12%
Expenses .94% 1.00% .96% .96% .94%
- --------------------------------------------------------------------------------------------------
Portfolio turnover rate(3) 62.7% 61.7% 86.3% 107.5% 115.7%
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
1989 1988 1987 1986 1985
==========================================================
========================================
<S> <C> <C> <C> <C> <C>
PER SHARE OPERATING DATA:
Net asset value, beginning of year $15.50 $20.59 $20.15 $14.17 $12.00
- --------------------------------------------------------------------------------------------------
Income (loss) from investment
operations:
Net investment income .48 .30 .15 .22 .33
Net realized and unrealized
gain(loss) on investments and
options written 2.35 (.99) 2.60 6.17 2.50
------ ------ ------ ------ ------
Total income (loss) from
investment operations 2.83 (.69) 2.75 6.39 2.83
- --------------------------------------------------------------------------------------------------
Dividends and distributions to
shareholders:
Dividends from net investment income (.42) (.27) (.23) (.31) (.21)
Dividends in excess of net
investment income -- -- -- -- --
Distributions from net realized
gain on investments and options
written (.53) (4.13) (2.08) (.10) (.45)
------ ------ ------ ------ ------
Total dividends and distributions
to shareholders (.95) (4.40) (2.31) (.41) (.66)
- --------------------------------------------------------------------------------------------------
Net asset value, end of year $17.38 $15.50 $20.59 $20.15 $14.17
====== ====== ====== ====== ======
==========================================================
========================================
TOTAL RETURN, AT NET ASSET
VALUE(2) 19.48% (2.79)% 16.31% 46.39% 25.01%
==========================================================
========================================
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
year (in thousands) $319,789 $318,293 $347,503 $301,887 $222,423
- --------------------------------------------------------------------------------------------------
Average net assets (in
thousands) $294,079 $311,729 $292,151 $239,231 $194,346
- --------------------------------------------------------------------------------------------------
Number of shares outstanding
at end of year (in thousands) 18,401 20,539 16,877 14,981 15,693
- --------------------------------------------------------------------------------------------------
Ratios to average net assets:
Net investment income (loss) 2.74% 1.83% .85% 1.42% 2.60%
Expenses 1.00% .97% .94% .96% .95%
- --------------------------------------------------------------------------------------------------
Portfolio turnover rate(3) 67.4% 102.6% 47.0% 106.7% 175.8%
</TABLE>
1. Less than $.005 per share.
2. Assumes a hypothetical initial investment on the business day before
the first day of the fiscal year, with all dividends and distributions
reinvested in additional shares on the reinvestment date, and redemption
at the net asset value calculated on the last business day of the fiscal
year. Sales charges are not reflected in the total returns.
3. The lesser of purchases or sales of portfolio securities for a year,
divided by the monthly average of the market value of portfolio securities
owned during the year. Securities with a maturity or expiration date at
the time of acquisition of one year or less are excluded from the
calculation. Purchases and sales of investment securities (excluding
short-term securities) for the year ended June 30, 1994 were $214,351,214
and $270,797,541, respectively.
<PAGE>
Investment Objective and Policies
Objective. The Fund invests its assets to seek capital appreciation for
its shareholders. The Fund does not invest to seek current income to pay
shareholders.
Investment Policies and Strategies. The Fund seeks its investment
objective of capital appreciation by emphasizing investment in "mid-
capitalization" companies (those generally with capitalization between
$500 million and $5 billion, also known as "mid-cap" companies) that are,
in the Manager's opinion, established, well-managed companies with strong
market positions, high quality products and high earnings growth potential
that have a proven ability to translate growth in sales and market share
into earnings gains.
The Fund's investments include common stocks, preferred stocks,
convertible securities, and rights and warrants in proportions which vary
from time to time. Of the companies whose stocks the Fund held during the
fiscal year ended June 30, 1994, some are categorized as "consumer
cyclicals" that do well in the early to middle stages of the economic
cycle; some fall into the technology sector, others are considered
healthcare companies and a few are classified as financial-services
issues. As a group, mid-cap stocks may be more vulnerable to a weaker
economy than other stock sectors. See "Management's Discussion of
Performance" on page 11 for details. In every case, however, sector
classifications are a less important selection criterion for the Fund than
specific company characteristics.
When investing the Fund's assets, the Manager considers many factors,
including general economic conditions in the U.S. relative to foreign
economies, and the trends in domestic and foreign stock markets. The Fund
may try to hedge against losses in the value of its portfolio of
securities by using hedging strategies described below. When market
conditions are unstable, the Fund may invest substantial amounts of its
assets in debt securitie
described in Parts A and B of this Registration Statement.
(b) The information contained in the registration on Form BD
of Oppenheimer Funds Distributor, Inc., filed under the
Securities Exchange Act of 1934, is incorporated herein by
reference.
(c) Not applicable.
Item 30. Location of Accounts and Records
--------------------------------
The accounts, books and other documents required to be
maintained by Registrant pursuant to Section 31(a) of the Investment
Company Act of 1940 and rules promulgated thereunder are in the possession
of Oppenheimer Management Corporation at its offices at 3410 South Galena
Street, Denver, Colorado 80231.
Item 31. Management Services
-------------------
Not applicable.
Item 32. Undertakings
------------
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
The Board of Trustees
Oppenheimer Time Fund:
We consent to the use of our report dated July 22, 1994 included herein
and to the reference to our firm under the heading "Financial Highlights"
in the prospectus.
/s/ KPMG Peat Marwick LLP
--------------------------
KPMG PEAT MARWICK LLP
Denver, Colorado
October 20, 1994
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and/or the
Investment Company Act of 1940, the Registrant certifies that it meets all
the requirements for effectiveness of this Registration Statement pursuant
to Rule 485(b) under the Securities Act of 1933 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York and State of New York
on the 17th day of October, 1994.
OPPENHEIMER TIME FUND
By: /s/ Donald W. Spiro*
---------------------------
Donald W. Spiro, President
Attest:
/s/ Andrew J. Donohue*
- ----------------------------
Andrew J. Donohue, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities on the dates indicated:
Signatures Title Date
- ---------- ----- ----
/s/ Leon Levy* Chairman of the
- -------------- Board of Trustees October 17, 1994
Leon Levy
/s/ Donald W. Spiro* President, Principal
- -------------------- Executive Officer
Donald W. Spiro and Trustee October 17, 1194
/s/ George Bowen* Treasurer and
- ----------------- Principal Financial
George Bowen and Accounting
Officer October 17, 1194
/s/ Leo Cherne* Trustee October 17, 1194
- ---------------
Leo Cherne
/s/ Edmund T. Delaney* Trustee October 17, 1194
- ----------------------
Edmund T. Delaney
/s/ Robert G. Galli* Trustee October 17, 1194
- -------------------
Robert G. Galli
/s/ Benjamin Lipstein* Trustee October 17, 1194
- ----------------------
Benjamin Lipstein
/s/ Elizabeth B. Moynihan* Trustee October 17, 1194
- --------------------------
Elizabeth B. Moynihan
/s/ Kenneth A. Randall* Trustee October 17, 1194
- -----------------------
Kenneth A. Randall
/s/ Edward V. Regan* Trustee October 17, 1994
- --------------------
Edward V. Regan
/s/ Russell S. Reynolds, Jr.* Trustee October 17, 1194
- -----------------------------
Russell S. Reynolds, Jr.
/s/ Sidney M. Robbins* Trustee October 17, 1194
- ----------------------
Sidney M. Robbins
/s/ Pauline Trigere* Trustee October 17, 1194
- --------------------
Pauline Trigere
/s/ Clayton K. Yeutter* Trustee October 17, 1194
- -----------------------
Clayton K. Yeutter
*By: /s/ Robert G. Zack
- --------------------------------
Robert G. Zack, Attorney-in-Fact
<PAGE>
<PAGE>
OPPENHEIMER TIME FUND
INDEX TO EXHIBITS
- -----------------
Form N-1A
Item No. Description
- --------- ---------
24(b)(1) Amended and Restated Declaration of Trust
made as of October 21, 1994
24(b)(16) Performance Data Computation Schedule
24(b)(17) Financial Data Schedule
AMENDED AND RESTATED
DECLARATION OF TRUST
OF
OPPENHEIMER TIME FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of October
21, 1994 by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer Time Fund (the
"Trust"), a trust fund under the laws of the Commonwealth of Massachusetts
for the investment and reinvestment of funds contributed thereto under a
Declaration of Trust dated October 7, 1985; and
WHEREAS, the Trustees desire to make permitted changes to said
Declaration of Trust; and
WHEREAS, such changes have been approved by the Trust's shareholders
at a meeting held June 20, 1994;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall henceforth be held and
managed under this Amended and Restated Declaration of Trust IN TRUST as
herein set forth below.
FIRST: This Trust shall be known as OPPENHEIMER TIME FUND. The
address of the Trust is Two World Trade Center, New York, New York 10048-
0203. The Registered Agent for Service in Massachusetts is Massachusetts
Mutual Life Insurance Company, 1295 State Street, Springfield,
Massachusetts 01111, Attention: Stephen Kuhn, Esq.
SECOND: Whenever used herein, unless otherwise required by the
context or specifically provided:
1. All terms used in this Declaration of Trust that are defined
in the 1940 Act (defined below) shall have the meanings given to them in
the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means the
Board of Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from
time to time.
4. "Class" means a class of a series of Shares (as defined
below) of the Trust established and designated under or in accordance with
the provisions of Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" means this Amended and Restated
Declaration of Trust as it may be amended or restated from time to time.
7. The "1940 Act" refers to the Investment Company Act of 1940
and the Rules and Regulations of the Commission thereunder, all as amended
from time to time.
8. "Series" refers to Series of Shares of the Trust established
and designated under or in accordance with the provisions of Article
FOURTH.
9. "Shareholder" means a record owner of Shares of the Trust.
10. "Shares" refers to the transferable units of interest into
which the beneficial interest in the Trust or any Series or Class of the
Trust (as the context may require) shall be divided from time to time and
includes fractions of Shares as well as whole Shares.
11. The "Trust" refers to the Massachusetts business trust
created by this Declaration of Trust, as amended or restated from time to
time.
12. "Trustees" refers to the individual trustees in their
capacity as trustees hereunder of the Trust and their successor or
successors for the time being in office as such trustees.
THIRD:
The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are
as follows:
1. To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn to
account or realize upon, securities (which term "securities" shall for the
purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any stocks, shares, bonds,
financial futures contracts, indexes, debentures, notes, mortgages and/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 or cancel its Shares, or to classify or reclassify any
unissued Shares or any Shares previously issued and reacquired of any
Series or Class into one or more Series or Classes that may have been
established and designated from time to time, all without the vote or
consent of the Shareholders of the Trust, in any manner and to the extent
now or hereafter permitted by this Declaration of Trust.
5. To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the world,
without restriction or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as
the owner or holder of any stock of, or share of interest in, any issuer,
and in connection therewith or make or enter into such deeds or contracts
with any issuers and to do such acts and things and to exercise such
powers, as a natural person could lawfully make, enter into, do or
exercise.
7. To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out
or attainment of all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to,
or inference from, the terms of any other clause of this or any other
Article of this Declaration of Trust, and shall each be regarded as
independent and construed as powers as well as objects and purposes, and
the enumeration of specific purposes, objects and powers shall not be
construed to limit or restrict in any manner the meaning of general terms
or the general powers of the Trust now or hereafter conferred by the laws
of the Commonwealth of Massachusetts nor shall the expression of one thing
be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry
on any business, or exercise any powers, in any state, territory, district
or country except to the extent that the same may lawfully be carried on
or exercised under the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into
Shares, all without par value, but the Trustees shall have the authority
from time to time to create one or more Series of Shares in addition to
the Series specifically established and designated in Part 3 of this
Article FOURTH, and to divide the shares of any Series into two or more
Classes pursuant to Part 2 of this Article FOURTH, all as they deem
necessary or desirable, to establish and designate such Series and
Classes, and to fix and determine the relative rights and preferences as
between the different Series of Shares or Classes as to right of
redemption and the price, terms and manner of redemption, liabilities and
expenses to be borne by any Series or Class, special and relative rights
as to dividends and other distributions and on liquidation, sinking or
purchase fund provisions, conversion on liquidation, conversion rights,
and conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid, all
Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares of
each Series and each Class of a Series that may be issued is unlimited,
and the Trustees may issue Shares of any Series or Class of any Series for
such consideration and on such terms as they may determine (or for no
consideration if pursuant to a Share dividend or split-up), all without
action or approval of the Shareholders. All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable.
The Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more Series or
Classes of Series that may be established and designated from time to
time. The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares
of any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any Class
of any Series in addition to that established and designated in Part 3 of
this Article FOURTH shall be effective upon the execution by a majority
of the Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such Series or such
Class of such Series, or as otherwise provided in such instrument. At any
time that there are no Shares outstanding of any particular Series
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Series and the
establishment and designation thereof. Each instrument referred to in
this paragraph shall be an amendment to this Declaration of Trust, and the
Trustees may make any such amendment without shareholder approval.
(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 any Class of any Series of the
Trust to the same extent as if such person were not a Trustee, officer or
other agent of the Trust; and the Trust may issue and sell or cause to be
issued and sold and may purchase Shares of any Series or Class of any
Series from any such person or any such organization subject only to the
general limitations, restrictions or other provisions applicable to the
sale or purchase of Shares of such Series or Class generally.
2. The Trustees shall have the authority from time to time, without
obtaining Shareholder approval, to divide the Shares of any Series into
two or more Classes as they deem necessary or desirable, and to establish
and designate such Classes. In such event, each Class of a Series shall
represent interests in the designated Series of the Trust and have such
voting, dividend, liquidation and other rights as may be established and
designated by the Trustees. Expenses related directly or indirectly to
the Shares of a Class of a Series may be borne solely by such Class (as
shall be determined by the Trustees) and, as provided in Article FIFTH,
a Class of a Series may have exclusive voting rights with respect to
matters relating solely to such Class. The bearing of expenses solely by
a Class of Shares of a Series shall be appropriately reflected (in the
manner determined by the Trustees) in the net asset value, dividend and
liquidation rights of the Shares of such Class of a Series. The division
of the Shares of a Series into Classes and the terms and conditions
pursuant to which the Shares of the Classes of a Series will be issued
must be made in compliance with the 1940 Act. No division of Shares of
a Series into Classes shall result in the creation of a Class of Shares
having a preference as to dividends or distributions or a preference in
the event of any liquidation, termination or winding up of the Trust, to
the extent such a preference is prohibited by Section 18 of the 1940 Act
as to the Trust.
The relative rights and preferences of Shares of different
Classes shall be the same in all respects except that, 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 related to a Class shall be borne solely by such Class (as
determined and allocated to such Class by the Trustees from time to time
in a manner consistent with parts 2 and 3 of this Article FOURTH); and
(iii) pursuant to paragraph 10 of Article NINTH, the Shares of each Class
shall have such other rights and preferences as are set forth from time
to time in the then-effective Prospectus and/or Statement of Additional
Information relating to the Shares. Dividends and distributions on one
class may differ from the dividends and distributions on another Class,
and the net asset value of the Shares of one Class may differ from the net
asset value of the Shares of another Class.
3. Without limiting the authority of the Trustees set forth in part
1 of this Article FOURTH to establish and designate any further Series,
the Trustees hereby establish one Series of Shares having the same name
as the Trust and said Series shall be divided into two or more Classes,
with the Shares outstanding since the inception of the Trust hereby
designated Class A Shares. The Shares of that Series and any Shares of
any further Series or Classes that may from time to time be established
and designated by the Trustees shall (unless the Trustees otherwise
determine with respect to some further Series or Classes at the time of
establishing and designating the same) have the following relative rights
and preferences:
(a) Assets Belonging to Series. All consideration received by
the Trust for the issue or sale of Shares of a particular Series, together
with all assets in which such consideration is invested or reinvested, all
income, earnings, profits, and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds, in
whatever form the same may be, shall irrevocably belong to that Series for
all purposes, subject only to the rights of creditors, and shall be so
recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets,
and any funds or payments derived from any reinvestment of such proceeds,
in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are herein
referred to as "assets belonging to" that Series. In the event that there
are any assets, income, earnings, profits, and proceeds thereof, funds,
or payments which are not readily identifiable as belonging to any
particular Series (collectively "General Items"), the Trustees shall
allocate such General Items to and among any one or more of the Series
established and designated from time to time in such manner and on such
basis as they, in their sole discretion, deem fair and equitable; and any
General Items so allocated to a particular Series shall belong to that
Series. Each such allocation by the Trustees shall be conclusive and
binding upon the shareholders of all Series for all purposes.
(b) (1) Liabilities Belonging to Series. The assets belonging
to each particular Series shall be charged with the liabilities of the
Trust in respect of that Series and all expenses, costs, charges and
reserves attributable to that Series. Any general liabilities, expenses,
costs, charges 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 allocations described in the
two preceding sentences shall be subject to the 1940 Act and any release,
rule, regulation, interpretation or order thereunder relating to such
allocations. The liabilities, expenses, costs, charges and reserves
allocated and so charged to each Class are herein referred to as
"liabilities belonging to" that Class. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive
and binding upon the holders of all Classes for all purposes.
(c) Dividends. Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine, which
may be daily or otherwise pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine,
from such of the income and capital gains, accrued or realized, and
capital gains and surplus, from the assets belonging to that Series, as
the Trustees may determine, after providing for actual and accrued
liabilities belonging to such Series or Class. All dividends and
distributions on Shares of a particular Series or Class shall be
distributed pro rata to the shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by such
shareholders at the date and time of record established for the payment
of such dividends or distributions, except that in connection with any
dividend or distribution program or procedure the Trustees may determine
that no dividend or distribution shall be payable on Shares as to which
the Shareholder's purchase order and/or payment have not been received by
the time or times established by the Trustees under such program or
procedure. Such dividends and distributions may be made in cash or Shares
or a combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election
by each Shareholder of the mode of the making of such dividend or
distribution to that Shareholder. Any such dividend or distribution paid
in Shares will be paid at the net asset value thereof as determined in
accordance with paragraph 13 of Article SEVENTH.
(d) Liquidation. In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all Classes
of each Series that have been established and designated shall be entitled
to receive, as a Series or Class, when and as declared by the Trustees,
the excess of the assets belonging to that Series over the liabilities
belonging to that Series or Class. The assets so distributable to the
Shareholders of any particular Class and Series shall be distributed among
such Shareholders in proportion to the number of Shares of such Class of
that Series held by them and recorded on the books of the Trust.
(e) Transfer. All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class and
Series will be recorded on the Share transfer records of the Trust
applicable to such Class of that Series only at such times as Shareholders
shall have the right to require the Trust to redeem Shares of such Class
of that Series and at such other times as may be permitted by the
Trustees.
(f) Equality. All Shares of all Series shall represent an
equal proportionate interest in the assets belonging to such Class of that
Series (subject to the liabilities belonging to such Series or any Class
of that Series), and each Share of any particular Series shall be equal
to each other Share of that Series and Shares of each Class of a Series
shall be equal to each other Share of such Class; but the provisions of
this sentence shall not restrict any distinctions permissible under this
Article FOURTH that may exist with respect to Shares of a Series or the
different Classes of a Series. The Trustees may from time to time divide
or combine the Shares of any particular Class or Series into a greater or
lesser number of Shares of that Class or Series without thereby changing
the proportionate beneficial interest in the assets belonging to that
Class or Series or in any way affecting the rights of Shares of any other
Class or Series.
(g) Fractions. Any fractional Share of any Class and Series,
if any such fractional Share is outstanding, shall carry proportionately
all the rights and obligations of a whole Share of that Class and Series,
including those rights and obligations with respect to voting, receipt of
dividends and distributions, redemption of Shares, and liquidation of the
Trust.
(h) Conversion Rights. Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares,
(ii) holders of shares of any Class shall have the right to exchange said
Shares into Shares of one or more other Classes of the same or a different
Series, and/or (iii) the Trust shall have the right to carry out the
aforesaid exchanges, in each case in accordance with such requirements and
procedures as may be established by the Trustees.
(i) Ownership of Shares. The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for
the Trust, which books shall be maintained separately for the Shares of
each Class and Series that has been established and designated. No
certification certifying the ownership of Shares need be issued except as
the Trustees may otherwise determine from time to time. The Trustees may
make such rules as they consider appropriate for the issuance of Share
certificates, the use of facsimile signatures, the transfer of Shares and
similar matters. The record books of the Trust as kept by the Trust or
any transfer or similar agent, as the case may be, shall be conclusive as
to who are the Shareholders and as to the number of Shares of each Class
and Series held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as
they from time to time authorize. The Trustees may authorize any
distributor, principal underwriter, custodian, transfer agent or other
person to accept orders for the purchase or sale of Shares that conform
to such authorized terms and to reject any purchase or sale orders for
Shares whether or not conforming to such authorized terms.
FIFTH: The following provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) with
respect to the amendment of this Declaration of Trust except where the
Trustees are given authority to amend the Declaration of Trust without
shareholder approval, (c) to the same extent as the shareholders of a
Massachusetts business corporation, as to whether or not a court action,
proceeding or claim should be brought or maintained derivatively or as a
class action on behalf of the Trust or the Shareholders, and (d) with
respect to those matters relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the By-Laws
of the Trust or any registration statement of the Trust filed with the
Commission or any State, or as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless
required by the 1940 Act, the provisions of this Declaration of Trust, or
any other applicable law.
3. At all meetings of Shareholders, each Shareholder shall be
entitled to one vote on each matter submitted to a vote of the
Shareholders of the affected Series for each Share standing in his name
on the books of the Trust on the date, fixed in accordance with the By-
Laws, for determination of Shareholders of the affected Series entitled
to vote at such meeting (except, if the Board so determines, for Shares
redeemed prior to the meeting), and each such Series shall vote separately
("Individual Series Voting"); a Series shall be deemed to be affected when
a vote of the holders of that Series on a matter is required by the 1940
Act; provided, however, that as to any matter with respect to which a vote
of Shareholders is required by the 1940 Act or by any applicable law that
must be complied with, such requirements as to a vote by Shareholders
shall apply in lieu of Individual Series Voting as described above. If
the shares of a Series shall be divided into Classes as provided in
Article FOURTH, the shares of each Class shall have identical voting
rights except that the Trustees, in their discretion, may provide a Class
of a Series with exclusive voting rights with respect to matters which
relate solely to that Class. If the Shares of any Series shall be divided
into Classes with a Class having exclusive voting rights with respect to
certain matters, the quorum and voting requirements described below with
respect to action to be taken by the Shareholders of the Class of such
Series on such matters shall be applicable only to the Shares of such
Class. Any fractional Share shall carry proportionately all the rights
of a whole Share, including the right to vote and the right to receive
dividends.
The presence in person or by proxy of the holders of one-third
of the Shares, or of the Shares of any Series or Class of any Series
outstanding and entitled to vote thereat, shall constitute a quorum at any
meeting of the Shareholders or of that Series or Class, respectively;
provided however, that if any action to be taken by the Shareholders or
by a Series or Class at a meeting requires an affirmative vote of a
majority, or more than a majority, of the shares outstanding and entitled
to vote, then in such event the presence in person or by proxy of the
holders of a majority of the shares outstanding and entitled to vote at
such a meeting shall constitute a quorum for all purposes. When Trustees
are to be elected at a Shareholder's meeting, the affirmative vote of a
plurality of shares present in person or by proxy shall be required for
the election of each nominee. If at any meeting of the Shareholders there
shall be less than a quorum present, the Shareholders or the Trustees
present at such meeting may, without further notice, adjourn the same from
time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.
4. Each Shareholder of a Series or Class, upon request to the
Trust in proper form determined by the Trust, shall be entitled to require
the Trust to redeem from the net assets of that Series or Class all or
part of the Shares of such Series or Class standing in the name of such
Shareholder. The method of computing such net asset value, the time at
which such net asset value shall be computed and the time within which the
Trust shall make payment therefor, shall be determined as hereinafter
provided in Article SEVENTH of this Declaration of Trust. Notwithstanding
the foregoing, the Trustees, when permitted or required to do so by the
1940 Act, may suspend the right of the Shareholders to require the Trust
to redeem Shares.
5. No Shareholder shall, as such holder, have any right to
purchase or subscribe for any Shares of the Trust which it may issue or
sell, other than such right, if any, as the Trustees, in their discretion,
may determine.
6. All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.
SIXTH:
1. The persons who shall act as initial Trustees until the
first meeting or until their successors are duly chosen and qualify are
the initial trustees executing this Declaration of Trust or any
counterpart thereof. However, the By-Laws of the Trust may fix the number
of Trustees at a number greater or lesser than the number of initial
Trustees and may authorize the Trustees to increase or decrease the number
of Trustees, to fill any vacancies on the Board which may occur for any
reason, including any vacancies created by any such increase in the number
of Trustees, to set and alter the terms of office of the Trustees and to
lengthen or lessen their own terms of office or make their terms of office
of indefinite duration, all subject to the 1940 Act. 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 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 of the Trust relating to the Shares under the 1933 Act) 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.
4. If and when the Trust has outstanding two or more series of
Shares pursuant to Article FOURTH of this Declaration of Trust, each
Series shall be considered as if it were a separate common-law Trust
covered by Section 16(c) of the 1940 Act and Parts 2 and 3 of this Article
SIXTH. However, the Trust may at any time or from time to time apply to
the Commission for one or more exemptions from all or part of said Section
16(c) of the 1940 Act, and, if an exemptive order or orders are issued by
the Commission, such order or orders shall be deemed part of Section 16(c)
for the purposes of Parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders
or the Trustees and shall have accepted this Trust, the Trust estate shall
vest in the new Trustee or Trustees, together with the continuing
Trustees, without any further act or conveyance, and he or she shall be
deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal,
or incapacity of the Trustees, or any one of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the
terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart
from any assets now or hereafter held in any capacity other than as
Trustee hereunder by the Trustees or any successor Trustees. All of the
assets of the Trust shall at all times be considered as vested in the
Trustees. No Shareholder shall have, as a holder of beneficial interest
in the Trust, any authority, power or right whatsoever to transact
business for or on behalf of the Trust, or on behalf of the Trustees, in
connection with the property or assets of the Trust, or in any part
thereof.
4. The Trustees in all instances shall act as principals, and
are and shall be free from the control of the Shareholders. The Trustees
shall have full power and authority to do any and all acts and to make and
execute, and to authorize the officers and agents of the Trust to make and
execute, any and all contracts and instruments that they may consider
necessary or appropriate in connection with the management of the Trust.
The Trustees shall not in any way be bound or limited by present or future
laws or customs in regard to Trust investments, but shall have full
authority and power to make any and all investments which they, in their
uncontrolled discretion, shall deem proper to accomplish the purpose of
this Trust. Subject to any applicable limitation in this Declaration of
Trust or by the By-Laws of the Trust, the Trustees shall have power and
authority:
(a) to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to
amend and repeal them to the extent that they do not reserve that
right to the Shareholders;
(b) to elect and remove such officers and appoint and terminate
such officers as they consider appropriate with or without cause;
(c) to employ as custodian of any assets of the Trust a bank
or trust company or any other entity qualified and eligible to act
as a custodian, subject to any conditions set forth in this
Declaration of Trust or in the By-Laws;
(d) to retain a transfer agent and shareholder servicing agent,
or both;
(e) to provide for the distribution of Shares either through
a principal underwriter or the Trust itself or both;
(f) to set record dates in the manner provided for in the By-
Laws of the Trust;
(g) to delegate such authority as they consider desirable to
any officers of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property held in Trust
hereunder; and to execute and deliver powers of attorney to such
person or persons as the Trustees shall deem proper, granting to such
person or persons such power and discretion with relation to
securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in
trust hereunder;
(j) to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form,
or either in its own name or in the name of a custodian or a nominee
or nominees, subject in either case to proper safeguards according
to the usual practice of Massachusetts business trusts or investment
companies;
(k) to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or
concern, any security of which is held in the Trust; to consent to
any contract, lease, mortgage, purchase, or sale of property by such
corporation or concern, and to pay calls or subscriptions with
respect to any security held in the Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including,
but not limited to, claims for taxes;
(m) to make, in the manner provided in the By-Laws,
distributions of income and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to
borrowing;
(o) to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations,
partnerships, trusts, associations or other persons; and
(p) to change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without prior shareholder
approval.
5. No one dealing with the Trustees shall be under any
obligation to make any inquiry concerning the authority of the Trustees,
or to see to the application of any payments made or property transferred
to the Trustees or upon their order.
6. (a) The Trustees shall have no power to bind any
Shareholder personally or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay by way of subscription
to any Shares or otherwise. There is hereby expressly disclaimed
shareholder liability for the acts and obligations of the Trust. Every
note, bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees relating to the Trust shall include a recitation
limiting the obligation represented thereby to the Trust and its assets
(but the omission of such recitation shall not operate to bind any
Shareholder).
(b) Whenever this Declaration of Trust calls for or
permits any action to be taken by the Trustees hereunder, such action
shall mean that taken by the Board of Trustees by vote of the majority of
a quorum of Trustees as set forth from time to time in the By-Laws of the
Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all
such additional powers as are reasonably implied from the powers herein
contained such as may be necessary or convenient in the conduct of any
business or enterprise of the Trust, to do and perform anything necessary,
suitable, or proper for the accomplishment of any of the purposes, or the
attainment of any one or more of the objects, herein enumerated, or which
shall at any time appear conducive to or expedient for the protection or
benefit of the Trust, and to do and perform all other acts and things
necessary or incidental to the purposes herein before set forth, or that
may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any
moneys, securities, or other properties of the Trust are, for the purposes
of this Trust, to be considered as capital or income and in what manner
any expenses or disbursements are to be borne as between capital and
income whether or not in the absence of this provision such moneys,
securities, or other properties would be regarded as capital or income and
whether or not in the absence of this provision such expenses or
disbursements would ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into
classes and prescribe the tenure of office of the several classes, but no
class of Trustee shall be elected for a period shorter than that from the
time of the election following the division into classes until the next
meeting and thereafter for a period shorter than the interval between
meetings or for a period longer than five years, and the term of office
of at least one class shall expire each year.
8. The Shareholders shall have the right to inspect the
records, documents, accounts and books of the Trust, subject to reasonable
regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by any
committee of the Trustees may be removed at any time, with or without
cause, by vote of the Trustees.
10. If the By-Laws so provide, 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 as the Trustees shall designate for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees, except as
otherwise ordered by vote of the holders of a majority of the Shares
outstanding and entitled to vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any
Trustee, officer or employee, individually, or any partnership of which
any Trustee, officer or employee may be a member, or any corporation or
association of which any Trustee, officer or employee may be an officer,
director, trustee, employee or stockholder, 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 case a Trustee, or
a partnership, corporation or association of which a Trustee 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 or a
majority thereof; and any Trustee who is so interested, or who is also a
director, officer, trustee, employee or stockholder of such other
corporation or a member of such partnership or association which is so
interested, may be counted in determining the existence of a quorum at any
meeting of the Trustees which shall authorize any such contract or
transaction, and may vote thereat to authorize any such contract or
transaction, with like force and effect as if he or she were not such
director, officer, trustee, employee or stockholder of such other trust
or corporation or association or a member of a partnership so interested.
(b) Specifically, but without limitation of the foregoing,
the Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do
business with any manager or investment adviser for the Trust and/or
principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment adviser and/or principal
underwriter and may permit any such firm or corporation to enter into any
contracts or other arrangements with any other firm or corporation
relating to the Trust notwithstanding that the Trustees of the Trust may
be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm
or corporation, and in the absence of fraud the Trust and any such firm
or corporation may deal freely with each other, and no such contract or
transaction between the Trust and any such firm or corporation shall be
invalidated or in any way affected thereby, nor shall any Trustee or
officer of the Trust be liable to the Trust or to any Shareholder or
creditor thereof or to any other person for any loss incurred by it or him
or her solely because of the existence of any such contract or
transaction; provided that nothing herein shall protect any director or
officer of the Trust against any liability to the Trust or to its security
holders to which he or she would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
(c) As used in this paragraph the following terms shall
have the meanings set forth below:
(i) the term "indemnitee" shall mean any present or former
Trustee, officer or employee of the Trust, any present or former
Trustee or officer of another trust or corporation whose securities
are or were owned by the Trust or of which the Trust is or was a
creditor and who served or serves in such capacity at the request of
the Trust, and the heirs, executors, administrators, successors and
assigns of any of the foregoing; however, whenever conduct by an
indemnitee is referred to, the conduct shall be that of the original
indemnitee rather than that of the heir, executor, administrator,
successor or assignee;
(ii) the term "covered proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which an indemnitee is
or was a party or is threatened to be made a party by reason of the
fact or facts under which he or she or it is an indemnitee as defined
above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by an indemnitee in
connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to
any covered proceeding and as to any indemnitee, an adverse
determination as to the indemnitee whether by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its
equivalent.
(d) The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an
adjudication of liability against such indemnitee expressly based on
a finding of disabling conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered
proceeding, whether or not there is an adjudication of liability as
to such indemnitee, if a determination has been made that the
indemnitee was not liable by reason of disabling conduct by (i) a
final decision on the merits of the court or other body before which
the covered proceeding was brought; or (ii) in the absence of such
decision, a reasonable determination, based on a review of the facts,
by either (a) the vote of a majority of quorum of Trustees who are
neither "interested persons", as defined in the 1940 Act nor parties
to the covered proceedings, or (b) an independent legal counsel in
a written opinion; provided that such Trustees or counsel, in making
such determination, may but need not presume the absence of disabling
conduct on the part of the indemnitee by reason of the manner in
which the covered proceeding was terminated.
(f) Covered expenses incurred by an indemnitee in connection
with a covered proceeding shall be advanced by the Trust to an
indemnitee prior to the final disposition of a covered proceeding
upon the request of the indemnitee for such advance and the
undertaking by or on behalf of the indemnitee to repay the advance
unless it is ultimately determined that the indemnitee is entitled
to indemnification hereunder, but only if one or more of the
following is the case: (i) the indemnitee shall provide a security
for such undertaking; (ii) the Trust shall be insured against losses
arising out of any lawful advances; or (iii) there shall have been
a determination, based on a review of the readily available facts (as
opposed to a full trial-type inquiry) that there is a reason to
believe that the indemnitee ultimately will be found entitled to
indemnification by either independent legal counsel in a written
opinion or by the vote of a majority of a quorum of trustees who are
neither "interested persons" as defined in the 1940 Act nor parties
to the covered proceeding.
(g) Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance
covering any or all indemnitees to the extent permitted by the 1940
Act or to affect any other indemnification rights to which any
indemnitee may be entitled to the extent permitted by the 1940 Act.
13. For purposes of the computation of net asset value, as in
this Declaration of Trust referred to, the following rules shall apply:
(a) The net asset value per Share of any Series, as of the time
of valuation on any day, shall be the quotient obtained by dividing
the value, as at such time, of the net assets of that Series (i.e.,
the value of the assets of that Series less its liabilities exclusive
of its surplus) by the total number of Shares of that Series
outstanding at such time. The assets and liabilities of any Series
shall be determined in accordance with generally accepted accounting
principles; provided, however, that in determining the liabilities
of any Series there shall be included such reserves for taxes or
contingent liabilities as may be authorized or approved by the
Trustees, and provided further that in connection with the accrual
of any fee or refund payable to or by an investment adviser of the
Trust for such Series, the amount of which accrual is not definitely
determinable as of any time at which the net asset value of each
Share of that Series is being determined due to the contingent nature
of such fee or refund, the Trustees are authorized to establish from
time to time formulae for such accrual, on the basis of the
contingencies in question to the date of such determination, or on
such other bases as the Trustees may establish.
(1) Shares of a Series to be issued shall be deemed to be
outstanding as of the time of the determination of the net asset
value per Share applicable to such issuance and the net price
thereof shall be deemed to be an asset of that Series;
(2) Shares of a Series to be redeemed by the Trust shall be
deemed to be outstanding until the time of the determination of
the net asset value applicable to such redemption and thereupon
and until paid the redemption price thereof shall be deemed to
be a liability of that Series; and
(3) Shares of a Series voluntarily purchased or contracted to
be purchased by the Trust pursuant to the provisions of
paragraph 4 of Article FIFTH shall be deemed to be outstanding
until whichever is the later of (i) the time of the making of
such purchase or contract of purchase, and (ii) the time of
which the purchase price is determined, and thereupon and until
paid, the purchase price thereof shall be deemed to be a
liability of that Series.
(b) The Trustees are empowered, in their absolute discretion,
to establish other 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 Series or
Class, 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 any such
provision, rule or regulation.
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 reasonably be required by the Trust or its transfer agent to evidence
the authority of the tenderor or to make such requests plus any period of
time during which the right of the holders of the Shares of such Class of
that Series to require the Trust to redeem such shares has been suspended.
Any such payment may be made in portfolio securities of such Class of that
Series and/or in cash, as the Trustees shall deem advisable, and no
Shareholder shall have a right, other than as determined by the Trustees,
to have Shares redeemed in kind.
15. The Trust shall have the right, at any time and without
prior notice to the Shareholder, to redeem Shares of the Class and Series
held by such Shareholder held in any account registered in the name of
such Shareholder for its current net asset value, if and to the extent
that such redemption is necessary to reimburse either that Series or Class
of the Trust or the distributor (i.e., principal underwriter) of the
Shares for any loss either has sustained by reason of the failure of such
Shareholder to make timely and good payment for Shares purchased or
subscribed for by such Shareholder, regardless of whether such Shareholder
was a Shareholder at the time of such purchase or subscription, subject
to and upon such terms and conditions as the Trustees may from time to
time prescribe.
EIGHTH: The name "Oppenheimer" included in the name of the Trust
and of any Series shall be used pursuant to a royalty-free, non-exclusive
license from Oppenheimer Management Corporation ("OMC"), incidental to and
as part of an advisory, management or supervisory contract which may be
entered into by the Trust with OMC. The license may be terminated by OMC
upon termination of such advisory, management or supervisory contract or
without cause upon 60 days' written notice, in which case neither the
Trust nor any Series or Class shall have any further right to use the name
"Oppenheimer" in its name or otherwise and the Trust, the Shareholders and
its officers and Trustees shall promptly take whatever action may be
necessary to change its name and the names of any Series or Classes
accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be held
to be personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or the Shareholder's heirs,
executors, administrators or other legal representatives or in the case
of a corporation or other entity, its corporate or other general
successor) shall be entitled out of the Trust estate to be held harmless
from and indemnified against all loss and expense arising from such
liability. The Trust shall, upon request by the Shareholder, assume the
defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder shall have
any power to bind the Trust, the Trust's officers or any Shareholder. All
persons extending credit to, doing business with, contracting with or
having or asserting any claim against the Trust or the Trustees shall look
only to the assets of the Trust for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future, shall
be personally liable therefor; notice of such disclaimer shall be given
in each agreement, obligation or instrument entered into or executed by
the Trust or the Trustees. Nothing in this Declaration of Trust shall
protect a Trustee against any liability to which such Trustee would
otherwise be subject by reasons of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
the office of Trustee hereunder.
3. The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances
then prevailing, shall be binding upon everyone interested. Subject to
the provisions of paragraph 2 of this Article NINTH, the Trustees shall
not be liable for errors of judgement or mistakes of fact or law. The
Trustees may take advice of counsel or other experts with respect to the
meaning and operations of this Declaration of Trust, contracts,
obligations, transactions or any other business the Trust may enter into,
and subject to the provisions of paragraph 2 of this Article NINTH, shall
be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is required.
4. This Trust shall continue without limitation of time but
subject to the provisions of sub-sections (a), (b), (c) and (d) of this
paragraph 4.
(a) The Trustees, with the favorable vote of the holders of a
majority as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may sell and convey the assets
of that Series (which sale may be subject to the retention of assets
for the payment of liabilities and expenses) to another issuer for
a consideration which may be or include securities of such issuer.
Upon making provision for the payment of liabilities, by assumption
by such issuer or otherwise, the Trustees shall distribute the
remaining proceeds ratably among the holders of the outstanding
Shares of the Series the assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders of a
majority as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may at any time sell and convert
into money all the assets of that Series. Upon making provisions for
the payment of all outstanding obligations, taxes and other
liabilities, accrued or contingent, of that Series, the Trustees
shall distribute the remaining assets of that Series ratably among
the holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a
majority as defined in the 1940 Act, of the outstanding Shares of any
one or more Series entitled to vote, may otherwise alter, convert or
transfer the assets of that Series.
(d) Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and
(b), and in subsection (c) where applicable, the Series the assets
of which have been so transferred shall terminate, and if all the
assets of the Trust have been so transferred, the Trust shall
terminate and the Trustees shall be discharged of any and all further
liabilities and duties hereunder and the right, title and interest
of all parties shall be cancelled and discharged.
5. The original or a copy of this instrument and of each
restated declaration of trust or instrument supplemental hereto shall be
kept at the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument and of each supplemental or
restated declaration of trust shall be filed with the Secretary of State
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.
6. The Trust set forth in this instrument is created under and
is to be governed by and construed and administered according to the laws
of the Commonwealth of Massachusetts. The Trust shall be of the type
commonly called a Massachusetts business trust, and without limiting the
provisions hereof, the Trust may exercise all powers which are ordinarily
exercised by such a trust.
7. The Board of Trustees is empowered to cause the redemption
of the Shares held in any account if the aggregate net asset value of such
Shares (taken at cost or value, as determined by the Board) has been
reduced to $500 or less upon such notice to the shareholder in question,
with such permission to increase the investment in question and upon such
other terms and conditions as may be fixed by the Board of Trustees in
accordance with the 1940 Act.
8. In the event that any person advances the organizational
expenses of the Trust, such advances shall become an obligation of the
Trust subject to such terms and conditions as may be fixed by, and on a
date fixed by, or determined with criteria fixed by the Board of Trustees,
to be amortized over a period or periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of
Trust under any authorization to take action which is permitted by the
1940 Act or any other applicable law, such action shall be deemed to have
been properly taken if such action is in accordance with the construction
of the 1940 Act or such other applicable law then in effect as expressed
in "no action" letters of the staff of the Commission or any release,
rule, regulation or order under the 1940 Act or any decision of a court
of competent jurisdiction, notwithstanding that any of the foregoing shall
later be found to be invalid or otherwise reversed or modified by any of
the foregoing.
10. Any action which may be taken by the Board of Trustees
under this Declaration of Trust or its By-Laws may be taken by the
description thereof in the then effective Prospectus and/or Statement of
Additional Information relating to the Shares under the Securities Act of
1933 or in any proxy statement of the Trust rather than by formal
resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of
Trustees is permitted or required to place a value on assets of the Trust,
such action may be delegated by the Board, and/or determined in accordance
with a formula determined by the Board, to the extent permitted by the
1940 Act.
12. If authorized by vote of the Trustees and, if a vote of
shareholders is required under this Declaration of Trust, the favorable
vote of the holders of a "majority" as defined in the 1940 Act, of the
outstanding Shares entitled to vote, or by any larger vote which may be
required by applicable law in any particular case, the Trustees shall
amend or otherwise supplement this instrument, by making a Declaration of
Trust supplemental hereto, which thereafter shall form a part hereof; any
such Supplemental or Restated Declaration of Trust may be executed by and
on behalf of the Trust and the Trustees by an officer or officers of the
Trust.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
this 21st day of October, 1994.
/s/ Leo Cherne /s/ Benjamin Lipstein
- -------------------- -----------------------
Leo Cherne Benjamin Lipstein
50 East 79 Street 591 Breezy Hill Road
New York, NY 10021 Hillsdale, NY 12529
/s/ Donald W. Spiro /s/ Leon Levy
- ------------------- ------------------------
Donald W. Spiro Leon Levy
399 Ski Trail One Sutton Place South
Kinnelon, NJ 07405 New York, NY 10022
/s/ Sidney M. Robbins /s/ Pauline Trigere
- ----------------------- ------------------------
Sidney M. Robbins Pauline Trigere
50 Overlook Road 525 Park Avenue
Ossining, NY 10562 New York, NY 10021
/s/ Russell S. Reynolds /s/ Kenneth A. Randall
- ------------------------ ---------------------------
Russell S. Reynolds Kenneth A. Randall
39 Clapboard Ridge Road 6 Whittaker's Mill
Greenwich, CT 06830 Williamsburg, VA 23185
/s/ Clayton K. Yeutter /s/ Elizabeth B. Moynihan
- ----------------------- --------------------------
Clayton K. Yeutter Elizabeth B. Moynihan
1325 Merrie Ridge Road 801 Pennsylvania Avenue
McLean, Virginia 22101 Washington, D.C. 20004
/s/ Robert G. Galli /s/ Edward V. Regan
- --------------------------- ------------------------
Robert G. Galli Edward V. Regan
11-54 Shearwater Court 40 Park Avenue
Jersey City, NJ 07305 New York, New York 10016
orgzn/380
Oppenheimer Time Fund
Exhibit 24(b)(16) to Form N-1A
Performance Data Computation Schedule
The Fund's average annual total returns and total returns are calculated
as described below, on the basis of the Fund's distributions, for the past
10 years which are as follows:
Distribution Amount from Amount from
Reinvestment Ordinary Long and Short-Term Reinvestment
(Ex) Date Income Capital Gains Price
Class A Shares
08/01/83 $0.1300 $0.3900 $14.780
07/30/84 0.2100 0.4450 11.170
07/29/85 0.3100 0.1000 13.920
07/28/86 0.2320 1.9130 16.900
12/19/86 0.0000 0.1650 16.480
07/31/87 0.1400 2.0100 19.450
12/24/87 0.1250 2.1200 13.790
12/23/88 0.4200 0.5250 14.420
12/22/89 0.5100 1.3200 16.340
12/21/90 0.5150 1.9750 13.010
12/20/91 0.2200 0.6900 15.630
12/21/92 0.0540 0.7920 16.230
12/29/93 0.0023 1.2257 18.420
1. AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED 06/30/94:
The formula for calculating average annual total return is as
follows:
1 ERV n
-------- = n (-------) - 1 average annual total return
number of years P
Where: ERV = ending redeemable value of a hypothetical $1,000
payment made at the beginning of the period.
P = hypothetical initial investment of $1,000
Examples, assuming a maximum sales charge of 5.75%:
One Year Five Year
$910.46 1 $1,318.23 0.2
(--------) -1 = -8.95% (-----------) -1 =5.68%
$1,000.00 $1,000.00
Ten Year
$3,258.67 0.1
(--------) -1 = -12.54%
$1,000.00
Examples at NAV:
One Year Five Year
$966.00 1 $1,398.65 0.2
(--------) -1 =-3.40% (----------) -1 =6.94%
$1,000.00 $1,000.00
Ten Year
$3,457.48 0.1
(-------) -1 = 13.21%
$1,000.00
<PAGE>
2. CUMULATIVE TOTAL RETURNS FOR THE PERIODS ENDED 06/30/94:
The formula for calculating cumulative total return is as follows:
ERV - P
---------- = Cumulative Total Return
P
Examples, assuming a maximum sales charge:
One Year Five Year
$910.46 -1,000 $1,318.23 -1,000
- ---------------- = -8.95% ------------------ = 31.82%
$1,000 $1,000
Ten Year
$3,258.67 - 1,000
- ------------------ = 225.77%
$1,000
Examples at NAV:
One Year Five Year
$966.00 -1,000 $1,398.65 -1,000
- -------------- = -3.40% --------------- =39.87%
$1,000.00 $1,000.00
Ten Year
$3,457.48 - 1,000
- ----------------- = 245.75%
$1,000
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 0000074679
<NAME> OPPENHEIMER TIME FUND
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-START> JUL-01-1993
<PERIOD-END> JUN-30-1994
<INVESTMENTS-AT-COST> 292584810
<INVESTMENTS-AT-VALUE> 326609048
<RECEIVABLES> 3279487
<ASSETS-OTHER> 96951
<OTHER-ITEMS-ASSETS> 776689
<TOTAL-ASSETS> 330762175
<PAYABLE-FOR-SECURITIES> 7011815
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 2214234
<TOTAL-LIABILITIES> 9226049
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 256898698
<SHARES-COMMON-STOCK> 20814080
<SHARES-COMMON-PRIOR> 21710012
<ACCUMULATED-NII-CURRENT> (105145)
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 30727549
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 34015024
<NET-ASSETS> 321536126
<DIVIDEND-INCOME> 1273807
<INTEREST-INCOME> 1554492
<OTHER-INCOME> 0
<EXPENSES-NET> 3656297
<NET-INVESTMENT-INCOME> (827998)
<REALIZED-GAINS-CURRENT> 39045481
<APPREC-INCREASE-CURRENT> (45046554)
<NET-CHANGE-FROM-OPS> (6829071)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 25770289
<DISTRIBUTIONS-OTHER> 47909
<NUMBER-OF-SHARES-SOLD> 3714136
<NUMBER-OF-SHARES-REDEEMED> 5939332
<SHARES-REINVESTED> 1329264
<NET-CHANGE-IN-ASSETS> (48902785)
<ACCUMULATED-NII-PRIOR> 336671
<ACCUMULATED-GAINS-PRIOR> 17041069
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2848414
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 3656297
<AVERAGE-NET-ASSETS> 38736300
<PER-SHARE-NAV-BEGIN> 17.06
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> (.38)
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 1.23
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 15.45
<EXPENSE-RATIO> 94
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
Oppenheimer Management Corporation
2 World Trade Center - Suite 3400
New York, NY 10048-0203
October 21, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Oppenheimer Asset Allocation Fund - Reg. No. 2-86903,
File No. 811-3864
Oppenheimer California Tax-Exempt Fund - Reg. No. 33-23566
File No. 811-5586
Oppenheimer Discovery Fund - Reg. No. 33-371, File No. 811-4410
Oppenheimer Global Emerging Growth Fund - Reg. No. 33-18285,
File No. 811-5381
Oppenheimer Global Environment Fund - Reg. No. 33-32270,
File No. 811-5966
Oppenheimer Global Fund - Reg. No. 2-31661, File No. 811-1810
Oppenheimer Global Growth & Income Fund - Reg. No. 33-33799
File No. 811-6001
Oppenheimer Gold & Special Minerals Fund - Reg. No. 2-82590,
File No. 811-3694
Oppenheimer Growth Fund - Reg. No. 2-45272, File No. 811-2306
Oppenheimer Money Market Fund, Inc. - Reg. No. 2-49887,
File No. 811-2454
Oppenheimer Mortgage Income Fund - Reg. No. 33-6614,
File No. 811-4712
Oppenheimer Multi-Government Trust - Reg. No. 33-24885,
File No. 811-5670
Oppenheimer Multi-Sector Income Trust - Reg. No. 33-20191
File No. 811-5473
Oppenheimer Multi-State Tax-Exempt Trust - Reg. No. 33-30198
File No. 811-5867
Oppenheimer New York Tax-Exempt Fund - Reg. No. 2-91683,
File No. 811-4054
Oppenheimer Fund - Reg. No. 2-14586, File No. 811-847
Oppenheimer Target Fund - Reg. No. 2-69719, File No. 811-3105
Oppenheimer Time Fund - Reg. No. 2-39461, File No. 811-02171
Oppenheimer Tax-Free Bond Fund - Reg. No. 2-57116,
File No. 811-2668
Oppenheimer U.S. Government Trust - Reg. No. 2-76645,
File No. 811-3430
To the Securities and Exchange Commission:
Each of the above-captioned registered investment companies (the
"Registrants") hereby represents to the Securities and Exchange
Commission, pursuant to Rule 485(b)(2)(iv) under the Securities Act of
1933, as amended, and in connection with an amendment on Form N-1A to that
Registrant's Registration Statement under the Investment Company Act of
1940, that the resignation of Edmund T. Delaney as a Trustee of the
Registrants as of October 17, 1994, was not due to disagreement with any
Registrant as to any matter relating to any Registrant's operations,
policies or practices.
OPPENHEIMER ASSET ALLOCATION FUND
OPPENHEIMER CALIFORNIA TAX-EXEMPT FUND
OPPENHEIMER DISCOVERY FUND
OPPENHEIMER GLOBAL EMERGING GROWTH FUND
OPPENHEIMER GLOBAL ENVIRONMENT FUND
OPPENHEIMER GLOBAL FUND
OPPENHEIMER GLOBAL GROWTH & INCOME FUND
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
OPPENHEIMER GROWTH FUND
OPPENHEIMER MONEY MARKET FUND, INC.
OPPENHEIMER MORTGAGE INCOME FUND
OPPENHEIMER MULTI-GOVERNMENT TRUST
OPPENHEIMER MULTI-SECTOR INCOME TRUST
OPPENHEIMER MULTI-STATE TAX-EXEMPT TRUST
OPPENHEIMER NEW YORK TAX-EXEMPT FUND
OPPENHEIMER FUND
OPPENHEIMER TARGET FUND
OPPENHEIMER TIME FUND
OPPENHEIMER TAX-FREE BOND FUND
OPPENHEIMER U.S. GOVERNMENT TRUST
By: /s/ Andrew J. Donohue
--------------------------------
Andrew J. Donohue, Secretary
