<PAGE> PAGE 1
000 B000000 09/30/97
000 C000000 788303
000 D000000 N
000 E000000 NF
000 F000000 Y
000 G000000 N
000 H000000 N
000 I000000 3.0.a
000 J000000 U
001 A000000 OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
001 B000000 811-4563
001 C000000 3037683200
002 A000000 6803 SOUTH TUCSON WAY
002 B000000 ENGLEWOOD
002 C000000 CO
002 D010000 80112
003 000000 N
004 000000 N
005 000000 N
006 000000 N
007 A000000 N
007 B000000 0
020 A000001 PAINEWEBBER, INC.
020 B000001 13-2638166
020 C000001 27
020 A000002 FIRST BOSTON CORP. (THE)
020 B000002 13-5659485
020 C000002 25
020 A000003 MERRILL LYNCH, PIERCE, FENNER & SMITH, INC.
020 B000003 13-5674085
020 C000003 19
020 A000004 DEUTSCHE BANK CAPITAL CORP.
020 B000004 FOREIGN
020 C000004 8
020 A000005 GOLDMAN SACHS & CO.
020 B000005 13-5108880
020 C000005 4
020 A000006 MCDONALD & CO. SECURITIES, INC.
020 B000006 34-0642435
020 C000006 2
020 A000007 GREENWICH SECURITIES
020 B000007 13-2697091
020 C000007 1
020 C000008 0
020 C000009 0
020 C000010 0
021 000000 86
022 A000001 LEHMAN BROTHERS, INC.
022 B000001 13-2518466
022 C000001 835396
022 D000001 1088348
<PAGE> PAGE 2
022 A000002 SALOMON BROTHERS,INC.
022 B000002 13-3082694
022 C000002 660552
022 D000002 728839
022 A000003 MORGAN GUARANTY TRUST CO.
022 B000003 13-5123346
022 C000003 835100
022 D000003 0
022 A000004 PAINEWEBBER, INC.
022 B000004 13-2638166
022 C000004 693982
022 D000004 76973
022 A000005 MERRILL LYNCH, PIERCE, FENNER, & SMITH, INC.
022 B000005 13-5674085
022 C000005 361873
022 D000005 342421
022 A000006 GREENWICH SECURITIES, INC.
022 B000006 13-2697091
022 C000006 380142
022 D000006 156449
022 A000007 MORGAN STANLEY & CO., INC.
022 B000007 13-2655998
022 C000007 114332
022 D000007 202881
022 A000008 BEAR STEARNS & CO., INC.
022 B000008 13-3299429
022 C000008 125671
022 D000008 125239
022 A000009 NOMURA SECURITIES INTERNATIONAL, INC.
022 B000009 13-2642206
022 C000009 114443
022 D000009 90844
022 A000010 GOLDMAN SACHS & CO.
022 B000010 13-5108880
022 C000010 145801
022 D000010 46298
023 C000000 4589914
023 D000000 3019909
028 A010000 31158
028 A020000 -1
028 A030000 0
028 A040000 31167
028 B010000 36994
028 B020000 2726
028 B030000 0
028 B040000 24520
028 C010000 37062
028 C020000 2767
028 C030000 0
028 C040000 25395
028 D010000 56295
<PAGE> PAGE 3
028 D020000 2846
028 D030000 0
028 D040000 32707
028 E010000 72956
028 E020000 2973
028 E030000 0
028 E040000 24060
028 F010000 40295
028 F020000 6194
028 F030000 0
028 F040000 25792
028 G010000 274760
028 G020000 17505
028 G030000 0
028 G040000 163641
028 H000000 163859
029 000000 Y
030 A000000 2370
030 B000000 3.50
030 C000000 0.00
031 A000000 649
031 B000000 0
032 000000 1721
033 000000 0
034 000000 Y
035 000000 498
036 A000000 N
036 B000000 0
042 A000000 0
042 B000000 0
042 C000000 0
042 D000000 100
042 E000000 0
042 F000000 0
042 G000000 0
042 H000000 0
043 000000 3366
044 000000 0
055 A000000 N
055 B000000 N
056 000000 N
057 000000 N
062 A000000 Y
062 B000000 0.0
062 C000000 0.0
062 D000000 1.1
062 E000000 0.0
062 F000000 0.0
062 G000000 0.0
062 H000000 0.0
062 I000000 0.0
<PAGE> PAGE 4
062 J000000 0.0
062 K000000 0.0
062 L000000 0.0
062 M000000 56.2
062 N000000 62.9
062 O000000 0.0
062 P000000 0.0
062 Q000000 0.0
062 R000000 0.0
063 A000000 0
063 B000000 14.3
064 A000000 Y
064 B000000 N
070 A010000 Y
070 A020000 Y
070 B010000 N
070 B020000 N
070 C010000 Y
070 C020000 Y
070 D010000 N
070 D020000 N
070 E010000 Y
070 E020000 Y
070 F010000 N
070 F020000 N
070 G010000 Y
070 G020000 Y
070 H010000 N
070 H020000 N
070 I010000 N
070 I020000 N
070 J010000 Y
070 J020000 N
070 K010000 N
070 K020000 N
070 L010000 N
070 L020000 N
070 M010000 N
070 M020000 N
070 N010000 Y
070 N020000 N
070 O010000 N
070 O020000 N
070 P010000 Y
070 P020000 Y
070 Q010000 N
070 Q020000 N
070 R010000 N
070 R020000 N
071 A000000 763306
071 B000000 485457
<PAGE> PAGE 5
071 C000000 710498
071 D000000 68
072 A000000 12
072 B000000 53794
072 C000000 0
072 D000000 0
072 E000000 0
072 F000000 2924
072 G000000 0
072 H000000 0
072 I000000 717
072 J000000 119
072 K000000 138
072 L000000 100
072 M000000 0
072 N000000 140
072 O000000 0
072 P000000 0
072 Q000000 0
072 R000000 36
072 S000000 3
072 T000000 3366
072 U000000 0
072 V000000 0
072 W000000 26
072 X000000 7569
072 Y000000 0
072 Z000000 46225
072AA000000 16750
072BB000000 20900
072CC010000 5545
072CC020000 0
072DD010000 30142
072DD020000 10421
072EE000000 0
073 A010000 0.7070
073 A020000 0.6303
073 B000000 0.0000
073 C000000 0.0100
074 A000000 235
074 B000000 8400
074 C000000 0
074 D000000 930861
074 E000000 0
074 F000000 0
074 G000000 0
074 H000000 0
074 I000000 24
074 J000000 97080
074 K000000 0
074 L000000 15315
<PAGE> PAGE 6
074 M000000 14
074 N000000 1051929
074 O000000 266798
074 P000000 72
074 Q000000 0
074 R010000 0
074 R020000 0
074 R030000 0
074 R040000 3516
074 S000000 0
074 T000000 781543
074 U010000 50927
074 U020000 17817
074 V010000 10.30
074 V020000 10.30
074 W000000 0.0000
074 X000000 29094
074 Y000000 343004
075 A000000 0
075 B000000 672516
076 000000 0.00
077 A000000 Y
077 B000000 Y
077 C000000 N
077 D000000 N
077 E000000 N
077 F000000 N
077 G000000 N
077 H000000 N
077 I000000 Y
077 J000000 Y
077 K000000 N
077 L000000 N
077 M000000 N
077 N000000 N
077 O000000 N
077 P000000 N
077 Q010000 Y
077 Q020000 N
077 Q030000 N
078 000000 N
080 A000000 ICI MUTUAL INSURANCE CO.
080 C000000 70000
081 A000000 Y
081 B000000 86
082 A000000 N
082 B000000 0
083 A000000 N
083 B000000 0
084 A000000 N
084 B000000 0
<PAGE> PAGE 7
085 A000000 Y
085 B000000 N
SIGNATURE GEORGE C. BOWEN
TITLE TREASURER
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 788303
<NAME> OPPENHEIMER LIMITED-TERM GOVERNMENT FUND-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 938,817,563
<INVESTMENTS-AT-VALUE> 939,284,720
<RECEIVABLES> 112,395,453
<ASSETS-OTHER> 13,829
<OTHER-ITEMS-ASSETS> 235,449
<TOTAL-ASSETS> 1,051,929,451
<PAYABLE-FOR-SECURITIES> 266,798,217
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,588,290
<TOTAL-LIABILITIES> 270,386,507
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 792,268,602
<SHARES-COMMON-STOCK> 50,926,979
<SHARES-COMMON-PRIOR> 42,579,748
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 189
<ACCUMULATED-NET-GAINS> (10,729,954)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,485
<NET-ASSETS> 524,507,808
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 53,794,323
<OTHER-INCOME> 0
<EXPENSES-NET> 7,569,252
<NET-INVESTMENT-INCOME> 46,225,071
<REALIZED-GAINS-CURRENT> (4,149,934)
<APPREC-INCREASE-CURRENT> 5,545,271
<NET-CHANGE-FROM-OPS> 47,620,408
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 30,141,730
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 700,992
<NUMBER-OF-SHARES-SOLD> 33,021,129
<NUMBER-OF-SHARES-REDEEMED> 26,940,608
<SHARES-REINVESTED> 2,266,710
<NET-CHANGE-IN-ASSETS> 138,725,660
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (11,806,675)
<OVERDISTRIB-NII-PRIOR> 186
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,924,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,569,252
<AVERAGE-NET-ASSETS> 443,513,863
<PER-SHARE-NAV-BEGIN> 10.26
<PER-SHARE-NII> 0.73
<PER-SHARE-GAIN-APPREC> 0.03
<PER-SHARE-DIVIDEND> 0.71
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.01
<PER-SHARE-NAV-END> 10.30
<EXPENSE-RATIO> 0.87
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 788303
<NAME> OPPENHEIMER LIMITED-TERM GOVERNMENT FUND-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 938,817,563
<INVESTMENTS-AT-VALUE> 939,284,720
<RECEIVABLES> 112,395,453
<ASSETS-OTHER> 13,829
<OTHER-ITEMS-ASSETS> 235,449
<TOTAL-ASSETS> 1,051,929,451
<PAYABLE-FOR-SECURITIES> 266,798,217
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,588,290
<TOTAL-LIABILITIES> 270,386,507
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 792,268,602
<SHARES-COMMON-STOCK> 17,816,755
<SHARES-COMMON-PRIOR> 15,651,147
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 189
<ACCUMULATED-NET-GAINS> (10,729,954)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,485
<NET-ASSETS> 183,475,666
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 53,794,323
<OTHER-INCOME> 0
<EXPENSES-NET> 7,569,252
<NET-INVESTMENT-INCOME> 46,225,071
<REALIZED-GAINS-CURRENT> (4,149,934)
<APPREC-INCREASE-CURRENT> 5,545,271
<NET-CHANGE-FROM-OPS> 47,620,408
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 10,420,608
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 245,211
<NUMBER-OF-SHARES-SOLD> 6,061,213
<NUMBER-OF-SHARES-REDEEMED> 4,618,172
<SHARES-REINVESTED> 722,567
<NET-CHANGE-IN-ASSETS> 138,725,660
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (11,806,675)
<OVERDISTRIB-NII-PRIOR> 186
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,924,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,569,252
<AVERAGE-NET-ASSETS> 171,495,968
<PER-SHARE-NAV-BEGIN> 10.26
<PER-SHARE-NII> 0.66
<PER-SHARE-GAIN-APPREC> 0.02
<PER-SHARE-DIVIDEND> 0.63
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.01
<PER-SHARE-NAV-END> 10.30
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<CIK> 788303
<NAME> OPPENHEIMER LIMITED-TERM GOVERNMENT FUND-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> OCT-01-1996
<PERIOD-END> SEP-30-1997
<INVESTMENTS-AT-COST> 938,817,563
<INVESTMENTS-AT-VALUE> 939,284,720
<RECEIVABLES> 112,395,453
<ASSETS-OTHER> 13,829
<OTHER-ITEMS-ASSETS> 235,449
<TOTAL-ASSETS> 1,051,929,451
<PAYABLE-FOR-SECURITIES> 266,798,217
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 3,588,290
<TOTAL-LIABILITIES> 270,386,507
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 792,268,602
<SHARES-COMMON-STOCK> 7,151,819
<SHARES-COMMON-PRIOR> 4,425,539
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 189
<ACCUMULATED-NET-GAINS> (10,729,954)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 4,485
<NET-ASSETS> 73,559,470
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 53,794,323
<OTHER-INCOME> 0
<EXPENSES-NET> 7,569,252
<NET-INVESTMENT-INCOME> 46,225,071
<REALIZED-GAINS-CURRENT> (4,149,934)
<APPREC-INCREASE-CURRENT> 5,545,271
<NET-CHANGE-FROM-OPS> 47,620,408
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 3,475,469
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 98,310
<NUMBER-OF-SHARES-SOLD> 4,851,238
<NUMBER-OF-SHARES-REDEEMED> 2,399,494
<SHARES-REINVESTED> 274,536
<NET-CHANGE-IN-ASSETS> 138,725,660
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> (11,806,675)
<OVERDISTRIB-NII-PRIOR> 186
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 2,924,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 7,569,252
<AVERAGE-NET-ASSETS> 57,506,466
<PER-SHARE-NAV-BEGIN> 10.25
<PER-SHARE-NII> 0.66
<PER-SHARE-GAIN-APPREC> 0.02
<PER-SHARE-DIVIDEND> 0.63
<PER-SHARE-DISTRIBUTIONS> 0.00
<RETURNS-OF-CAPITAL> 0.01
<PER-SHARE-NAV-END> 10.29
<EXPENSE-RATIO> 1.62
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0.00
</TABLE>
<PAGE>
DELOITTE & TOUCHE LLP/LOGO/
Suite 3600
555 Seventeenth Street
Denver, Colorado 80202-3942
Telephone: (303)292-5400
Facsimile: (303)312-4000
To the Board of Trustees of
Oppenheimer Limited-Term Government Fund:
In planning and performing our audit of the financial statements of Oppenheimer
Limited-Term Government Fund (Fund) for the year ended September 30, 1997 (on
which we have issued our report dated October 21, 1997), we considered its
internal control, including controls over safeguarding securities, in order to
determine our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, not
to provide assurance on internal control.
The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
control. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use, or disposition.
Because of inherent limitations in internal control, errors or irregularities
may occur and not be detected. Also, projection of any evaluation of internal
control to future periods is subject to the risk that it may become inadequate
because of changes in conditions or that the effectiveness of the design and
operation may deteriorate.
Our consideration of the internal control structure would not necessarily
disclose all matters in internal control structure that might be material
weaknesses under standards established by the American Institute of Certified
Public Accountants. A material weakness is a condition in which the design or
operation of any specific internal control component does not reduce to a
relatively low level the risk that errors or irregularities in amounts that
would be material in relation to the financial statements being audited may
occur and not be detected within a timely period by employees in the normal
course of performing their assigned functions. However, we noted no matters
involving internal control, including controls over safeguarding securities,
that we consider to be material weaknesses as defined above as of September 30,
1997.
This report is intended solely for the information and use of management, the
Board of Trustees and the Securities and Exchange Commission.
Yours truly,
/s/Deloitte & Touche LLP
October 21, 1997
- ---------------
DELOITTE TOUCHE
TOHMATSU
INTERNATIONAL
- ---------------
<PAGE>
Exhibit 24(b)(1)
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made this
23rd day of June, 1995, by the Trustees whose signatures are set forth below
(together with all other persons from time to time duly elected, qualified and
serving as Trustees in accordance with the provision of Article IV hereof, the
"Trustees"), and by the holders of shares of beneficial interest heretofore
issued or to be issued hereunder as hereinafter provided.
WITNESSETH
WHEREAS, the Trustees previously formed a trust for the purposes of
carrying on the business of a management investment company under an Agreement
and Declaration of Trust dated January 16, 1986 as amended February 14, 1986,
June 26, 1992, April 29, 1993, May 1, 1994 and January 16, 1995; and in
furtherance of such purposes, the Trustees have acquired and may hereafter
acquire assets and properties, to hold and manage as trustees of a Massachusetts
voluntary association with transferable shares in accordance with the provisions
hereinafter set forth; and
WHEREAS, the Trustees of the Trust have changed the quorum
requirements set forth in Section 3 of Article V; and
WHEREAS, the Trustees desire to make permitted changes to said
Declaration of Trust pursuant to Section 4 of Article IX.
NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets and properties, which they may from time to
time acquire in any manner as Trustees hereunder IN TRUST pursuant to this
Amended and Restated Agreement and Declaration of Trust to manage and dispose of
the same upon the following terms and conditions for the pro rata benefit of the
holders from time to time of Shares in the Trust as hereinafter set forth.
ARTICLE I
Name and Definitions
Name and Registered Agent
Section 1. This Trust shall be known as "Oppenheimer Limited-Term
Government Fund" and the Trustees shall conduct the business of the Trust under
that name or any other name as they may
-1-
<PAGE>
from time to time determine. The address of the Trust is 3410 South Galena
Street, Denver, Colorado 80231. The registered agent for the Trust in
Massachusetts shall be Massachusetts Mutual Life Insurance Company, 1295 State
Street, Springfield, Massachusetts 01111, Attention: Stephen Kuhn, Esq., or such
other person as the Trustees may from time to time designate.
Definitions
Section 2. Whenever used herein, unless otherwise required by the
context or specifically provided:
(a) The "Trust" refers to the Massachusetts voluntary association
established by this Agreement and Declaration of Trust, as it may be amended
from time to time, pursuant to Massachusetts General Laws, Chapter 182;
(b) "Trustees" refers to the Trustees of the Trust named herein or
elected in accordance with Article IV and then in office;
(c) "Shares" mean the transferable units of interest into which the
beneficial interest in the Trust or any Series or Class of the Trust shall be
divided from time to time, and includes fractions of Shares as well as whole
Shares;
(d) "Shareholder" means a record owner of Shares;
(e) The "1940 Act" refers to the Investment Company Act of 1940 (and
any successor statute) and the Rules and Regulations thereunder, all as amended
from time to time;
(f) The terms "Affiliated Person," "Assignment," "Commission,"
"Interested Person," "Principal Underwriter" and "vote of a majority of the
outstanding voting securities" and other terms which are defined in the 1940 Act
shall have the meanings given them in the 1940 Act;
(g) "Declaration of Trust" shall mean this Agreement and Declaration
of Trust as amended or restated from time to time;
(h) "By-Laws" shall mean the By-Laws of the Trust as amended from
time to time;
(i) "Net asset value" shall have the meaning set forth in Section 5
of Article VI hereof;
(j) "Class" means a class of a Series of Shares established and
designated in accordance with the provisions of this Declaration
-2-
<PAGE>
of Trust; and
(k) "Series" means the Series of Shares established and designated
in accordance with the provisions of this Declaration of Trust.
ARTICLE II
Nature and Purpose
The Trust is a voluntary association (commonly known as a business
trust) of the type referred to in Chapter 182 of the General Laws of the
Commonwealth of Massachusetts. The Trust is not intended to be, shall not be
deemed to be, and shall not be treated as, a general or a limited partnership,
joint venture, corporation or joint stock company, nor shall the Trustees or
Shareholders or any of them for any purpose be deemed to be, or be treated in
any way whatsoever as though they were, liable or responsible hereunder as
partners or joint venturers. The purpose of the Trust is to engage in, operate
and carry on the business of an open-end management investment company and to do
any and all acts or other things as are necessary, convenient, appropriate,
incidental or customary in connection therewith.
ARTICLE III
Shares
Division of Beneficial Interest
Section 1. The beneficial interest in the Trust shall be divided
into Shares, all without par value, but the Trustees shall have the authority
from time to time, without obtaining Shareholder approval, to create one or more
Series of Shares in addition to the Series specifically established and
designated in Section 3 of this Article III, and to divide the shares of any
Series into two or more Classes pursuant to Section 2 of this Article III, 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 or Classes of Shares as to right of redemption and the
price, terms and manner of redemption, liabilities and expenses to be borne by
any Series or Class, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund provisions,
conversion on liquidation, conversion rights, and conditions under which the
several Series or Classes shall have individual voting rights or no voting
rights. Except as aforesaid, all Shares of the different Series shall be
identical.
-3-
<PAGE>
(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; and the Trustees may from time to time divide
or combine the Shares of any Series or Class into a greater or lesser number
without thereby changing the proportionate beneficial interests in the Series or
Class. 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 Section 3 of this
Article III 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, and
as provided in Article IX, Section 1, 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.
Section 2. The Trustees shall have the authority from time to time
to divide the Shares of any Series into two or more Classes as they deem
necessary or desirable, and to establish and designate such Classes. In such
event, each Class of a Series shall represent interests in the designated Series
of the Trust and have such voting, dividend, liquidation and other rights as may
be established and designated by the Trustees. Expenses and liabilities related
directly or indirectly to the Shares of a Class of a Series may be borne solely
by such Class (as shall be determined by the Trustees) and, as provided in
Article V, a Class of a Series may have exclusive voting rights with respect to
matters relating solely to such Class. The bearing of expenses and liabilities
solely by a Class of Shares of a Series shall be appropriately reflected (in the
manner determined by the Trustees) in the net asset value, dividend and
liquidation rights of the Shares of such Class of a Series. The division of the
Shares
-4-
<PAGE>
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 Sections 2 and 3 of this Article
III); and (iii) pursuant to Section 10 of Article III, 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.
Section 3. Without limiting the authority of the Trustees set forth
in Section 1 of this Article III to establish and designate any further Series,
the Trustees hereby divide the single Series of shares of the Trust having the
same name as the Trust into three Classes designated Class A, Class B and Class
C. 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
-5-
<PAGE>
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 the Series. The liabilities,
expenses, costs, charges and reserves attributable to each Series shall be
charged and allocated to the assets belonging to each particular Series. Any
general liabilities, expenses, costs, charges and reserves of the Trust which
are not identifiable as belong to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves allocated and so charged to each Series
are herein referred to as "liabilities belonging to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.
(2) Liabilities Belonging to a Class. If a Series is divided
into more than one Class, the liabilities, expenses, costs, charges and reserves
attributable to a Class shall be charged and allocated to the Class to which
such liabilities, expenses, costs, charges or reserves are attributable. Any
general liabilities, expenses, costs, charges or reserves belonging to the
Series which are not identifiable as belonging to any particular Class shall be
allocated and charged by the Trustees to and among any one or more of the
Classes established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Classes for all
-6-
<PAGE>
purposes.
(c) Dividends. Dividends and distributions on Shares of a particular
Series or Class may be paid to the holders of Shares of that Series or Class,
with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine, from such of the income,
capital gains accrued or realized, and capital and surplus, from the assets
belonging to that Series, as the Trustees may determine, after providing for
actual and accrued liabilities belonging to such Series or Class. All dividends
and distributions on Shares of a particular Series or Class shall be distributed
pro rata to the holders of such Series or Class in proportion to the number of
Shares of such Series or Class held by such holders 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 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 Section 5 of
Article VI.
(d) Liquidation. In the event of the liquidation or dissolution of
the Trust, the Shareholders of 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 shall be
transferable, but transfers of Shares of a particular Class or 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 Series or Class of that Series and at such
other times as may be permitted by the Trustees.
-7-
<PAGE>
(f) Equality. Each Share of a Series shall represent an equal
proportionate interest in the assets belonging to that Series (subject to the
liabilities belonging to such Class of that Series), and each Share of any
particular Series shall be equal to each other Share of that Series; but the
provisions of this sentence shall not restrict any distinctions permissible
under this Article III that may exist with respect to Shares of the different
Classes of a Series. The Trustees may from time to time divide or combine the
Shares of any particular Class or Series into a greater or lesser number of
Shares of that Class or Series without thereby changing the proportionate
beneficial interest in the assets belonging to the 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 requirement and procedures as may be established by the Trustees.
Except as otherwise determined by the Trustees in their sole discretion,
Shareholders shall have no exchange or conversion right with respect to their
Shares.
(i) Preemptive Rights. Shareholders shall have no preemptive or
other rights to receive, purchase or subscribe for any additional Shares or
other securities issued by the Trust. The Shareholders shall have no appraisal
rights with respect to their Shares.
Ownership of Shares
Section 4. The ownership and transfer of Shares shall be recorded on
the books of the Trust or its transfer agent or similar agent, which books shall
be maintained separately for the Shares of each Class and Series. No
certificates certifying the ownership of Shares shall be issued except as the
Trustees may otherwise determine from time to time. The Trustees may make such
rules as they consider
-8-
<PAGE>
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 of the Trust, as the
case may be, shall be conclusive as to who are the Shareholders of each Series
or Class and as to the number of Shares of each Series and Class held from time
to time by each Shareholder.
Investments in the Trust
Section 5. The Trustees may issues Shares of the Trust to such
persons and on such terms and, subject to any requirements of law, for such
consideration, which may consist of cash or tangible or intangible property or a
combination thereof, as they may from to time to time authorize.
Right to Refuse Orders
Section 6. The Trust by action of its Trustees shall have the right
to refuse to accept any subscription for its Shares at any time without any
cause or reason therefor whatsoever. Without limiting the foregoing, the Trust
shall have the right not to accept subscriptions under circumstances or in
amounts as the Trustees in their sole discretion consider to be disadvantageous
to existing Shareholders, and the Trustees may from time to time set minimum
and/or maximum amounts which may be invested in Shares by a subscriber. 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.
Time for Determining Sales Price
Section 7. The time or times as of which the net asset value shall
be determined for the purpose of determining the sales price for Shares issued
pursuant to this Article III shall be at such times as the Trustees may
establish from time to time in accordance with applicable provisions of the 1940
Act.
Order in Proper Form
Section 8. The criteria for determining what constitutes an order in
proper form and the time of receipt of such an order by the Trust shall be
prescribed by resolution of the Trustees and such criteria may be established in
the Trust's then current prospectus or established by the Trust's distributor or
transfer agent, subject to approval of the Trustees.
-9-
<PAGE>
When Shares Become Outstanding
Section 9. Shares subscribed for and for which an order in proper
form has been received shall be deemed to be outstanding as of the time of
acceptance of the order therefor and the determination of the net price thereof,
which price shall be then deemed to be an asset of the Trust.
Merger or Consolidation
Section 10. In connection with the acquisition of all or
substantially all the assets or stock of another investment company, investment
trust, or of a company classified as a personal holding company under Federal
Income Tax laws, the Trustees may issue or cause to be issued Shares of a Series
or Class and accept in payment therefor, in lieu of cash, such assets at their
market value, or such stock at the market value of the assets held by such
investment company or investment trust, either with or without adjustment for
contingent costs or liabilities.
Status of Shares and Limitation of Personal Liability
Section 11. Shares shall be deemed to be personal property giving
only the rights provided in this instrument. Every Shareholder by virtue of
having become a Shareholder shall be held to have expressly assented and agreed
to the terms of the Declaration of Trust and to have become a party thereto. The
death of a Shareholder during the continuance of the Trust shall not operate to
terminate the same nor entitle the representative of any deceased Shareholder to
an accounting or to take any action in court or elsewhere against the Trust or
the Trustees, but only to succeed to the rights of said decedent under this
Trust. Ownership of Shares shall not entitle the Shareholder to any title in or
to the whole or any part of the Trust property or right to call for a partition
or division of the same or for an accounting, nor shall the ownership of Shares
constitute the Shareholders partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind
personally any Shareholder, nor except as specifically provided herein 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.
Shareholder Inspection Rights
Section 12. Any Shareholder or his or her agent may inspect and copy
during normal business hours any of the following documents of the Trust:
By-Laws, minutes of the proceedings of the Shareholders and annual financial
statements of the Trust, including a balance sheet
-10-
<PAGE>
and financial statements of operations. The foregoing rights of inspection of
Shareholders of the Trust are the exclusive and sole rights of the Shareholders
with respect thereto and no Shareholder of the Trust shall have, as a
Shareholder, the right to inspect or copy any of the books, records or other
documents of the Trust except as specifically provided in this Section 12 of
this Article III or except as otherwise determined by the Trustees.
ARTICLE IV
The Trustees
Number, Designation, Election, Term, Etc.
Section 1.
(a) Number. The Trustees who have executed this Amended and Restated
Declaration of Trust may increase or decrease the number of Trustees to a number
other than the number theretofore determined which number shall not be less than
three nor more than fifteen. No decrease in the number of Trustees shall have
the effect of removing any Trustee from office prior to the expiration of his or
her term, but the number of Trustees may be decreased in conjunction with the
removal of a Trustee pursuant to subsection (d) of this Section 1.
(b) Term. Each Trustee, whether now incumbent or hereafter becoming
a Trustees, shall serve as a Trustee until the next meeting of Shareholders, if
any, called for the purpose of considering the election or re-election of such
Trustee or of a successor to such Trustee, and until the election and
qualification of his successor, if any, elected at such meeting, or until such
Trustee sooner dies, resigns, retires or is removed. Upon the election and
qualification of a new Trustee, the Trust estate shall vest in the new Trustee
(together with the continuing or other new Trustees) without any further act or
conveyance.
(c) Resignation and Retirement. Any Trustee may resign his or her
trust or retire as a Trustee, by written instrument signed by him or her and
delivered to the other Trustees or to any officer of the Trust, and such
resignation or retirement shall take effect upon such delivery or upon such
later date as is specified in such instrument.
(d) Removal. Any Trustee may be removed for cause at any time by
written instrument, signed by at least a majority of the number of Trustees
prior to such removal, specifying the date upon which such removal shall become
effective. Any Trustee may be removed with or without cause (i) by the vote of
the Shareholders entitled to be cast on the matter voting together without
regard to Series or Class at any
-11-
<PAGE>
meeting called for such purpose, or (ii) by a written consent filed with the
custodian of the Trust's portfolio securities and executed by the Shareholders
entitled to vote more than fifty percent (50%) of the votes entitled to be cast
on the matter voting together without regard to Series or Class.
Whenever ten or more Shareholders of record who have been such for
at least six months preceding the date of application, and who hold in the
aggregate Shares constituting at least one percent of the outstanding Shares of
the Trust, shall apply to the Trustees in writing, stating that they wish to
communicate with other Shareholders with a view to obtaining signatures to a
request for a meeting to consider removal of a Trustee and accompanied by a form
of communication and request that they wish to transmit, the Trustees shall
within five business days after receipt of such application inform such
applicants as to the approximate cost of mailing to the Shareholders of record
the proposed communication and form of request. Upon the written request of such
applicants, accompanied by a tender of the material to be mailed and of the
reasonable expenses of mailing, the Trustees shall, within reasonable
promptness, mail such material to all Shareholders of record at their addresses
as recorded on the books of the Trust. Notwithstanding the foregoing, the
Trustees may refuse to mail such material on the basis and in accordance with
the procedures set forth in the last two paragraphs of Section 16(c) of the 1940
Act.
(e) Vacancies. Any vacancy or anticipated vacancy resulting from any
reason, including without limitation the death, resignation, retirement, removal
or incapacity of any of the Trustees, or resulting from an increase in the
number of Trustees by the other Trustees may (but so long as there are at least
three remaining Trustees, need not unless required by the 1940 Act) be filled
either by a majority of the remaining Trustees, even if less than a quorum,
through the appointment in writing of such other person as such remaining
Trustees in their discretion shall determine or, whenever deemed appropriate by
the remaining Trustees, by the election by the Shareholders, at a meeting called
for such purpose, of a person to fill such vacancy, and such appointment or
election shall be effective upon the written acceptance of the person named
therein to serve as a Trustee and agreement by such person to be bound by the
provisions of this Declaration of Trust, except that any such appointment or
election in anticipation of a vacancy to occur by reason of retirement,
resignation, or increase in number of Trustees to be effective at a later date
shall become effective only at or after the effective date of said retirement,
resignation, or increase in number of Trustees. As soon as any Trustee so
appointed or elected shall have accepted such appointment or election and shall
have agreed in writing to be bound by this Declaration of Trust and the
appointment or election is
-12-
<PAGE>
effective, the Trust estate shall vest in the new Trustee, together with the
continuing Trustees, without any further act or conveyance.
(f) Mandatory Election by Shareholders. Notwithstanding the
foregoing provisions of this Section 1, the Trustees shall call a meeting of the
Shareholders for the election of one or more Trustees at such time or times as
may be required in order that the provisions of the 1940 Act may be complied
with, and the authority hereinabove provided for the Trustees to appoint any
successor Trustee or Trustees shall be restricted if such appointment would
result in failure of the Trust to comply with any provision of the 1940 Act.
(g) Effect of Death, Resignation, Etc. The death, resignation,
retirement, removal or incapacity of the Trustees, or any one of them, shall not
operate to annul or terminate the Trust or to revoke or terminate any existing
agency or contract created or entered into pursuant to the terms of this
Declaration of Trust.
(h) No Accounting. Except under circumstances which would justify
his or her removal for cause, no person ceasing to be a Trustee as a result of
his or her death, resignation, retirement, removal or incapacity (nor the estate
of any such person) shall be required to make an accounting to the Shareholders
or remaining Trustees upon such cessation.
Powers
Section 2. The Trustees, subject only to the specific limitations
contained in this Declaration of Trust or otherwise imposed by the 1940 Act or
other applicable law, shall have, without further or other authorization and
free from any power or control of the Shareholders, full, absolute and exclusive
power, control and authority over the Trust assets and the business and affairs
of the Trust to the same extent as if the Trustees were the sole and absolute
owners thereof in their own right and to do all such acts and things as in their
sole judgment and discretion are necessary and incidental to, or desirable for,
the carrying out of any of the purposes of the Trust or conducting the business
of the Trust. Any determination made in good faith by the Trustees of the
purposes of the Trust or the existence of any power or authority hereunder shall
be conclusive. In construing the provisions of this Declaration of Trust, there
shall be a presumption in favor of the grant of power and authority to the
Trustees. Without limiting the foregoing, the Trustees may adopt ByLaws not
inconsistent with this Declaration of Trust containing provisions relating to
the business of the Trust, the conduct of its affairs, its rights or powers and
the rights or powers of its Shareholders, Trustees, officers, employees and
other agents and may amend and repeal them to the extent that such By-Laws do
not reserve
-13-
<PAGE>
that right to the Shareholders; fill vacancies in their number, including
vacancies resulting from increases in their number, unless a vote of the Trust's
Shareholders is required to fill such vacancies pursuant to the 1940 Act; elect
and remove such officers and appoint and terminate such agents as they consider
appropriate; appoint from their own number, and terminate, any one or more
committees consisting of two or more Trustees, including an executive committee
which may, when the Trustees are not in session, exercise some or all of the
powers and authority of the Trustees as the Trustees may determine; appoint an
advisory board, the members of which shall not be Trustees and need not be
Shareholders; employ one or more investment advisers or managers as provided in
Section 6 of this Article IV; employ one or more custodians of the assets of the
Trust and authorize such custodians to employ subcustodians and to deposit all
or any part of such assets in a system or systems for the central handling of
securities; retain a transfer agent or a Shareholder services agent, or both,
provide for the distribution of Shares by the Trust, through one or more
principal underwriters or otherwise; set record dates for the determination of
Shareholders with respect to various matters; and in general delegate such
authority as they consider desirable to any officer of the Trust, to any
committee of the Trustees and to any agent or employee of the Trust or to any
such custodian or underwriter.
In furtherance of and not in limitation of the foregoing, the
Trustees shall have power and authority:
(a) To invest and reinvest in, to buy or otherwise acquire, to hold,
for investment or otherwise, to sell or otherwise dispose of, to lend or to
pledge, to trade in or deal in securities or interests of all kinds, however
evidenced, or obligations of all kinds, however evidenced, or rights, warrants,
or contracts to acquire such securities, interests, or obligations, of any
private or public company, corporation, association, general or limited
partnership, trust or other enterprise or organization, foreign or domestic, or
issued or guaranteed by any national or state government, foreign or domestic,
or their agencies, instrumentalities or subdivisions (including but not limited
to, bonds, debentures, bills, time notes and all other evidences of
indebtedness); negotiable or non-negotiable instruments; any and all futures
contracts; government securities and money market instruments (including but not
limited to, bank certificates of deposit, finance paper, commercial paper,
bankers acceptances, and all kinds of repurchase agreements);
(b) To invest and reinvest in, to buy or otherwise acquire, to hold,
for investment or otherwise, to sell or otherwise dispose of foreign currencies,
and funds and exchanges, and make deposits in banks, savings banks, trust
companies, and savings and loan associations, foreign or domestic;
-14-
<PAGE>
(c) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop, and dispose of (by sale or otherwise) any property, real or
personal, and any interest therein;
(d) To sell, exchange, lend, pledge, mortgage, hypothecate, write
options on and lease any or all of the assets of the Trust;
(e) To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver proxies or 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;
(f) To exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities;
(g) To hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, subcustodian or
other depository or a nominee or nominees or otherwise;
(h) To consent or to participate in any plan for the reorganization,
consolidation or merger of any corporation or issuer, any security or property
of which is or was held in the Trust; to consent to any contract, lease,
mortgage, purchase or sale of property by such corporation or issuer, and to pay
calls or subscriptions with respect to any security held in the Trust;
(i) To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper;
(j) 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;
(k) To enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(l) To borrow funds;
-15-
<PAGE>
(m) To endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof; and to mortgage and pledge the
Trust property or any part thereof to secure any of or all such obligations;
(n) To purchase and pay for entirely out of Trust property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including, without limitation, insurance policies insuring the agents
of the Trust and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter, or
independent contractor, including any action taken or omitted that may be
determined to constitute negligence, whether or not the Trust would have the
power to indemnify such person against such liability; and
(o) To pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust.
The Trustees shall not in any way be bound or limited by any present
future law or custom in regard to investments by trustees of common law trusts.
Except as otherwise provided herein or from time to time in the By-Laws, any
action to be taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (if a quorum be present), within or without
Massachusetts, including any meeting held by means of a conference telephone or
other communications equipment by means of which all persons participating in
the meeting can communicate with each other simultaneously and participation by
such means shall constitute presence in person at a meeting, or by written
consents of a majority of the Trustees then in office.
Payment of Expenses
Section 3. Consistent with the provisions of Section 3 of
-16-
<PAGE>
Article III, the Trustees are authorized to pay or to cause to be paid out of
the principal or income of the Trust or of its respective Series and Classes, or
partly out of principal and partly out of income, as they deem fair, all
expenses, fees, charges, taxes and liabilities incurred or arising in connection
with the Trust, or in connection with the management thereof, including, but not
limited to, the Trustees' compensation and such expenses and charges for the
services of the Trust's officers, employees, investment adviser or manager,
principal underwriter, auditor, counsel, custodian, transfer agent, shareholder
servicing agent, and such other agents or independent contractors and such other
expenses and charges as the Trustees may deem necessary or proper to incur.
Section 4. The Trustees shall have the power, as frequently as they
may determine, to cause each Shareholder to pay directly, in advance or arrears,
for charges of the Trust's custodian or transfer or shareholder service or
similar agent, an amount fixed from time to time by the Trustees, by setting off
such charges due from such Shareholder from declared but unpaid dividends owed
such Shareholder and/or by reducing the number of Shares in the account of such
Shareholder by that number of full and/or fractional Shares which represents the
outstanding amount of such charges due from such Shareholder.
Ownership of Assets of the Trust
Section 5. Title to all of the assets of each Series of the Trust
and of the Trust shall at all times be considered as vested in the Trustees.
Advisory, Management and Distribution
Section 6. Subject to a favorable vote of a majority of the
outstanding voting securities of a Series of the Trust, the Trustees may on
behalf of such Series, at any time and from time to time, contract for exclusive
or nonexclusive advisory and/or management services with a corporation, trust,
association or other organization, every such contract to comply with such
requirements and restrictions as may be set forth in the By-Laws; and any such
contract may contain such other terms interpretive of or in addition to said
requirements and restrictions as the Trustees may determine, including, without
limitation, authority to determine from time to time what investments shall be
purchased, held, sold or exchanged and what portion, if any, of the assets of
such Series shall be held uninvested and to make changes in such Series'
investments. The Trustees may also, at any time and from time to time, contract
with a corporation, trust association or other organization, appointing it
exclusive or nonexclusive distributor or principal underwriter for the Shares,
every
-17-
<PAGE>
such contract to comply with such requirements and restrictions as may be set
forth in the By-Laws; and any such contract may contain such other terms
interpretive of or in addition to said requirements and restrictions as the
Trustees may determine.
The fact that:
(a) any of the Shareholders, Trustees or officers of the Trust is a
shareholder, director, officer, partner, trustee, employee, manager, advisor,
principal underwriter, or distributor or agent of or for any corporation, trust,
association, or other organization, or of or for any parent or affiliate of any
organization, with which an advisory or management or principal underwriter's or
distributor's contract, or transfer, Shareholder services or other agency
contract may have been or may hereafter be made, or that any such organization,
or any parent or affiliate thereof, is a Shareholder or has interest in the
Trust, or that
(b) any corporation, trust, association or other organization with
which an advisory or management or principal underwriter's or distributor's
contract, or transfer, Shareholder services or other agency contract may have
been or may hereafter be made also has an advisory or management contract, or
principal underwriter's or distributor's contract, or transfer, Shareholder
services or other agency contract with one or more other corporations, trusts,
associations, or other organizations, or has other businesses or interests,
shall not affect the validity of any such contract or disqualify any
Shareholder, Trustee or officer of the Trust from voting upon or executing the
same or create any liability or accountability to the Trust or its Shareholders.
ARTICLE V
Shareholders' Voting Powers and Meetings
Voting Powers
Section 1. The Shareholders shall have power to vote only: (a) for
the election or removal of Trustees as provided in Article IV, Section 1; (b)
with respect to any investment advisor or manager as provided in Article IV,
Section 6; (c) with respect to any termination or reorganization of the Trust or
any series thereof to the extent and as provided in Article IX, Section 1; (d)
with respect to any amendment of this Declaration of Trust to the extent and as
provided in Article IX, Section 4; (e) to the same extent as the stockholders of
a Massachusetts business corporation as to whether or not a court action,
-18-
<PAGE>
proceeding or claim should or should not be brought or maintained derivatively
or as a class action on behalf of the Trust or the Shareholders; and (f) with
respect to such additional matters relating to the Trust as may be required by
law, the 1940 Act, this Declaration of Trust, the By-Laws or any then-effective
registration of the Trust filed with the Securities and Exchange Commission (or
any successor agency) or any state, or as the Trustees may consider necessary or
desirable.
Each whole share shall be entitled to one vote as to any matter on
which it is entitled to vote and each fractional share shall be entitled to a
proportionate fractional vote. Notwithstanding any other provision of the
Declaration of Trust, on any matter submitted to a vote of Shareholders all
Shares of the Trust then entitled to vote shall be voted by individual Series
and not in the aggregate, except (a) when required by the 1940 Act, Shares shall
be voted in the aggregate and not by individual Series; and (b) when the
Trustees have determined that the matter affects only the interests of one or
more Series or Class of Series, then only Shareholders of such Series or Class
shall be entitled to vote thereon. There shall be no cumulative voting in the
election of Trustees. Shares may be voted in person or by proxy.
A proxy with respect to Shares held in the name of two or more
persons shall be valid if executed by any one of them unless at or prior to the
exercise of the proxy the Trust receives a specific written notice to the
contrary from any one of them. A proxy purporting to be executed by or on behalf
of a Shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Until Shares are issued, the Trustees may exercise all rights of
Shareholders and may take any action required by law, this Declaration of Trust
or the By-Laws to be taken by Shareholders.
Shareholder Meetings
Section 2. Meetings of Shareholders (including meetings involving
only one or more but less than all Series or Classes) may be called and held
from time to time for the purpose of taking action upon any matter requiring the
vote or authority of the Shareholders as herein provided or upon any other
matter deemed by the Trustees to be necessary or desirable. Such meetings shall
be held at the principal office of the Trust as set forth in the By-Laws of the
Trust, or at any such other place within the United States as may be designated
in the call thereof, which call shall be made by the Trustees or the Chairman of
the Trust. Meetings of Shareholders may be called by the Trustees or such other
person or persons as may be specified in the By-Laws and
-19-
<PAGE>
shall be called by the Trustees or such other person or persons as may be
specified in the By-Laws upon written application by Shareholders holding at
least 25% (or ten percent (10%) if the purpose of the meeting is to determine if
a Trustee is to be removed from office) of the Shares then outstanding
requesting a meeting be called for a purpose requiring action by the
Shareholders as provided herein or in the By-Laws which purpose shall be
specified in any such written application.
Shareholders shall be entitled to at least seven days' written
notice of any meeting of the Shareholders.
Quorum and Required Vote
Section 3. The presence at a meeting of Shareholders in person or by
proxy of Shareholders entitled to vote at least thirty percent (30%) of all
votes entitled to be cast at the meeting of each Series or Class entitled to
vote as a Series or Class shall be a quorum for the transaction of business at a
Shareholders' meeting, except that where any provision of law or of this
Declaration of Trust permits or requires that the holders of Shares shall vote
in the aggregate and not as a Series or Class, then the presence in person or by
proxy of Shareholders entitled to vote at least thirty percent (30%) of all
votes entitled to be cast at the meeting (without regard to Series or Class)
shall constitute a quorum. Any lesser number, however, shall be sufficient for
adjournments. Any adjourned session or sessions may be held within a reasonable
time after the date set for the original meeting without the necessity of
further notice. Notwithstanding the foregoing, if any action to be taken by the
Shareholders or by a Series or Class at a meeting requires the affirmative vote
of more than 50% of all the votes entitled to be cast on the matter or requires
a majority of the outstanding voting securities (as defined in the 1940 Act),
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
be a quorum for all purposes.
Except when a larger vote is required by any provisions of the 1940
Act, this Declaration of Trust or the By-Laws, and except for amendments to this
Declaration of Trust pursuant to Section 4 of Article IX hereof, a majority of
the Shares of each Series or Class voted on any matter shall decide such matter
insofar as that Series or Class is concerned, provided that where any provision
of law or of this Declaration of Trust permits or requires that the holders of
Shares vote in the aggregate and not as a Series or Class, then a majority of
the Shares voted on the matter (without regard to Series or Class) shall decide
such matter and a plurality shall elect a Trustee.
Action by Written Consent
-20-
<PAGE>
Section 4. Any action taken by Shareholders may be taken without a
meeting if Shareholders entitled to vote more than fifty percent (50%) of the
votes entitled to be cast on the matter of each Series or Class or, where any
provision of law or of this Declaration of Trust permits or requires that the
holders of Shares vote in the aggregate and not as a Series or Class, if
Shareholders entitled to vote more than fifty percent (50%) of the votes
entitled to be cast thereon (without regard to Series or Class) (or in either
case such larger vote as shall be required by any provision of this Declaration
of Trust or the By-Laws) consent to the action in writing and such written
consents are filed with the records of the meetings of Shareholders. Such
consent shall be treated for all purposes as a vote taken at a meeting of
Shareholders.
Additional Provisions
Section 5. The By-Laws may include further provisions for
Shareholders' votes and meetings and related matters not inconsistent with the
provisions hereof.
ARTICLE VI
Redemptions and Repurchases, and
Determination of Net Asset Value
Redemptions and Repurchases
Section 1. Any holder of Shares of the Trust may by presentation of
a request in proper form, together with his or her certificates, if any, for
such Shares, in proper form, for transfer to the Trust or duly authorized agent
of the Trust, request redemption of his or her shares for the net asset value
thereof determined and computed in accordance with the provisions of this
Section 1 and the provisions of Section 5 of this Article VI.
Upon receipt by the Trust or its duly authorized agent, as the case
may be, of such a request for redemption of Shares in proper form, such Shares
shall be redeemed at the net asset value per share of the particular Series or
Class next determined after such request is received or determined as of such
other time fixed by the Trustees as may be permitted or required by the 1940
Act. The criteria for determining what constitutes a proper request for
redemption and the time of receipt of such request shall be fixed by the
Trustees, and such criteria may be established in the Trust's then current
prospectus or established by the Trust's distributor or transfer agent, subject
to approval by the Trustees.
This obligation of the Trust to redeem its Shares of each
-21-
<PAGE>
Series or Class as set forth above in this Section 1 shall be subject to the
condition that such obligation may be suspended by the Trust by or under
authority of the Trustees during any period or periods when and to the extent
permissible under the 1940 Act. If there is such a suspension, any Shareholder
may withdraw any request for redemption which has been received by the Trust
during any such period and the applicable net asset value with respect to which
would but for such suspension be calculated as of a time during such period.
Upon such withdrawal, the Trust shall return to the Shareholder the certificates
therefor, if any.
The Trust may also purchase, repurchase or redeem Shares in accordance
with such other methods, upon such other terms and subject to such other
conditions as the Trustees may from time to time authorize at a price not
exceeding the net asset value of such Shares in effect when the purchase or
repurchase or any contract to purchase or repurchase is made. Shares of any
Series or Class redeemed or repurchased by the Trust hereunder shall be canceled
upon such redemption or repurchase without further action by the Trust or the
Trustees and the number of issued and outstanding Shares of such Series shall
thereupon be reduced by such amount, or Shares redeemed or repurchased may be
held by the Trust for resale.
Payment for Shares Redeemed
Section 2. Payment of the redemption price for Shares redeemed pursuant to
this Article VI shall be made by the Trust or its duly authorized agent after
receipt by the Trust or its duly authorized agent of a request for redemption in
proper for (together with any certificates for such Shares as provided in
Section 1 above) in accordance with procedures and subject to conditions
prescribed by the Trustees; provided, however, that payment may be postponed
during the period in which the redemption of Shares is suspended under Section 1
above. Subject to any generally applicable limitation imposed by the Trustees,
any payment on redemption, purchase or repurchase by the Trust of Shares may, if
authorized by the Trustees, be made wholly or partly in kind, instead of cash.
Such payment in kind shall be made by distributing securities or other property,
constituting, in the opinion of the Trustees, a fair representation of the
various types of securities and other property then held by the Series of Shares
being redeemed, purchased or repurchased (but not necessarily involving a
portion of each of the Series' holdings) and taken at their value used in
determining the net asset value of the Shares in respect of which payment is
made.
Redemptions at the Option of the Trust
Section 3. The Trust shall have the right at its option and at
-22-
<PAGE>
any time and from time to time to redeem Shares of any Shareholder at the net
asset value thereof as determined in accordance with Section 5 of this Article
VI, if at such time such Shareholder owns fewer Shares of a Series or Class
than, or Shares of a Series or Class having an aggregate net asset value of less
than, an amount determined from time to time by the Trustees. Any such
redemption at the option of the Trust shall be made in accordance with such
other criteria and procedures for determining the Shares to be redeemed, the
redemption date and the means of effecting such redemptions as the Trustees may
from time to time authorize.
Additional Provisions Relating to Redemptions and Repurchases
Section 4. The completion of redemption, purchase or repurchase of Shares
shall constitute a full discharge of the Trust and the Trustees with respect to
such Shares. No dividend or distribution (including, without limitation, any
distribution paid upon termination of the Trust or of any Series or Class) with
respect to, nor any redemption or repurchase of, the Shares of any Series or
Class shall be effected by the Trust other than from the assets of such Series.
Determination of Net Asset Value
Section 5. The term "net asset value" of each Share of a Series or Class
as of any particular time shall be the quotient, rounded to such extent as the
Trustees shall determine from time to time in a manner consistent with the 1940
Act, obtained by dividing the value of the net assets of such Series or the net
assets allocated to such Class less the liabilities chargeable or allocated to
such Series or Class pursuant to the provisions of Article III, by the total
number of Shares of such Series or Class outstanding at such time, all
determined and computed in accordance with the Trust's current prospectus and
statement of additional information. The net asset value of each said share may
be calculated in such other manner which may be approved by the Trustees and is
consistent with the 1940 Act.
The Trustees, or any officer, or officers or agent of the Trust designated
for the purpose by the Trustees shall determine the net asset value of the
Shares of each Series or Class, and the Trustees shall fix the time or times as
of which the net asset value of the Shares of each Series or Class shall be
determined and shall fix the periods during which any such net asset value shall
be effective as to sales, redemptions and repurchases of, and other transactions
in, the Shares of such Series or Class, except as such time and periods for any
such transaction may be fixed by other provision of this Declaration of Trust or
by the By-Laws.
Determinations in accordance with this Section 5 made in good
-23-
<PAGE>
faith shall be binding on all parties concerned.
How Long Shares are Outstanding
Section 6. Shares of the Trust surrendered to the Trust for redemption by
it pursuant to the provisions of Section 1 of this Article VI shall be deemed to
be outstanding until the redemption price thereof is determined pursuant to this
Article VI and, thereupon and until paid, the redemption price thereof shall be
deemed to be a liability of the Trust. Shares of the Trust purchased by the
Trust in the open market shall be deemed to be outstanding until confirmation of
purchase thereof by the Trust and, thereupon and until paid, the purchase price
thereof shall be deemed to be a liability of the Trust. Shares of the Trust
redeemed by the Trust pursuant to Section 3 of this Article VI shall be deemed
to be outstanding until said Shares are deemed to be redeemed in accordance with
procedures adopted by the Trustees pursuant to said Section 3.
ARTICLE VII
Compensation and Limitation of Liability of Trustees
Compensation
Section 1. The Trustees as such shall be entitled to reasonable
compensation from the Trust if the rate thereof is prescribed in advance by such
Trustees. Nothing herein shall in any way prevent the employment of any Trustee
for advisory, management, legal, accounting, investment banking or other
services and payment for the same by the Trust, it being recognized that such
employment may result in such Trustee being considered an Affiliated Person or
an Interested Person.
Limitation of Liability
Section 2. The Trustees shall not be responsible or liable in any event
for any neglect or wrongdoing of any officer, agent, employee, investment
advisor or manager, principal underwriter or custodian, nor shall any Trustee be
responsible for the act or omission of any other Trustee. Nothing in this
Declaration of Trust shall protect any Trustee against any liability to which
such Trustee would otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office of Trustee.
Every note, bond, contract, instrument, certificate, Share or undertaking
and every other act or thing whatsoever executed or done by or on behalf of the
Trust or the Trustees or any of them in connection with the Trust shall be
conclusively deemed to have been
-24-
<PAGE>
executed or done only in or with respect to their or his or her capacity as
Trustees or Trustee and neither such Trustees or Trustee nor the Shareholders
shall be personally liable thereon.
Every note, bond, contract, instrument, certificate or undertaking made or
issued by the Trustees or by any officers or officer shall give notice that this
Declaration of Trust is on file with the Secretary of The Commonwealth of
Massachusetts and shall recite that the same was executed or made by or on
behalf of the Trust by them as Trustees or Trustee or as officers or officer and
not individually and that the obligations of such instrument are not binding
upon any of them or the Shareholders individually but are binding only upon the
assets and property of the Trust or a particular Series of Shares, and may
contain such further recital as he or she or they may deem appropriate, but the
omission thereof shall not operate to bind any Trustees or Trustee or officers
or officer of Shareholders or Shareholder individually.
All persons extending credit to, contracting with or having any claim
against the Trust or a particular Series of Shares shall look only to the assets
of the Trust or the assets of that particular Series of Shares, as the case may
be, for payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past present or future, shall be personally liable therefor.
Trustees' Good Faith Action, Expert Advice, No Bond or Surety
Section 3. The exercise by the Trustees of their powers and discretion
hereunder shall be binding upon everyone interested. A Trustee shall be liable
only for or her his own willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee, and for nothing else, and shall not be liable for errors of judgment or
mistakes of fact or law. The Trustees may take advice of counsel or other
experts with respect to the meaning and operation of this Declaration of Trust
and their duties as Trustees hereunder, and shall be under no liability for any
act or omission in accordance with such advice of for failing to follow such
advice. In discharging their duties, the Trustees, when acting in good faith,
shall be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officer appointed by them, any
independent public accountant and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee of any other
party to any contract entered into pursuant to Section 2 of Article IV. The
Trustees shall not be required to give any bond as such, nor any surety if a
bond is required.
-25-
<PAGE>
Liability of Third Persons Dealing with Trustees
Section 4. No person dealing with the Trustees shall be bound to make any
inquiry concerning the validity of any transaction made or to be made by the
Trustees or to see to the application of any payments made or property
transferred to the Trust or upon its order.
ARTICLE VIII
Indemnification
Subject to the exceptions and limitations contained in this Article, every
person who is, or has been, a Trustee or officer of the Trust (including persons
who serve at the request of the Trust as directors, officers or trustees of
another organization in which the Trust has an interest as a shareholder,
creditor or otherwise) hereinafter referred to as a "Covered Person," shall be
indemnified by the Trust to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him or her in
connection with any claim, action, suit or proceedings in which he or she
becomes involved as a party or otherwise by virtue of his or her being or having
been such a Trustee, director or officer and against amounts paid or incurred by
him or her in settlement thereof.
No indemnification shall be provided to a Covered Person:
(a) against any liability to the Trust or its Shareholders by reason
of a final adjudication by the court of other body before which the proceeding
was brought that he or she engaged in willful misfeasance bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office;
(b) with respect to any matter as to which he or she shall have been
finally adjudicated not to have acted in good faith in the reasonable belief
that his or her action was in the best interests of the Trust; or
(c) in the event of a settlement or other disposition not involving
a final adjudication (as provided in paragraph (a) or (b)) and resulting in a
payment by a Covered Person, unless there has been either a determination that
such Covered Person did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office by the court of other body approving the settlement or other
disposition or a reasonable determination, based on a review of readily
available facts (as opposed to a full trial-type inquiry) that he or she did not
engage in such conduct:
-26-
<PAGE>
(i) by a vote of a majority of the Disinterested Trustees acting on the
matter (provided that a majority of the Disinterested Trustees then in office
act on the matter); or
(ii) by written opinion of independent legal counsel.
The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue as to a person who has ceased to be such a Covered Person and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Nothing contained herein shall affect any rights to indemnification to
which the Trust personnel other than Covered Persons may be entitled by contract
or otherwise under law.
Expenses of preparation and presentation of a defense to any claim,
action, suit or proceeding subject to a claim for indemnification under this
Article shall be advanced by the Trust prior to final disposition thereof upon
receipt of an undertaking by or on behalf of the recipient to repay such amount
if it is ultimately determined that he or she is not entitled to indemnification
under this Article, provided that either:
(1) such undertaking is secured by a surety bond or some other
appropriate security or the Trust shall be insured against losses arising out of
any such advances; or
(2) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees then in office act on
the matter) or independent legal counsel in a written opinion shall determine,
based upon a review of the readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.
As used in this Article, a "Disinterested Trustee" is one (a) who is not
an "interested person" of the Trust (as defined by the 1940 Act including anyone
who has been exempted from being an "interested person" by any rule, regulation
or order of the Securities and Exchange Commission), and (b) against whom none
of such actions, suits or other proceedings or another action, suit or other
proceeding on the same or similar grounds is then or has been pending.
As used in this Article, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, actions, suits or proceedings (civil,
criminal or other, including appeals), actual or threatened; and the words
"liability" and "expenses" shall include without
-27-
<PAGE>
limitation attorneys' fees, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.
In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his or her being or having been a
Shareholder and not because of his or her acts or omissions or for some other
reason, the Shareholder or former Shareholder (or his or her 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 assets of the particular Series of Shares of which he or she is or was a
Shareholder to be held harmless from and indemnified against all loss and
expense arising from such liability; provided, however, there shall be no
liability or obligation of the Trust arising hereunder to reimburse any
Shareholder for taxes paid by reason of such Shareholder's ownership of Shares
or for losses suffered by reason of any changes in value of any trust assets.
Article IX
Miscellaneous
Duration, Termination and Reorganization of Trust
Section 1. Unless terminated as provided herein, the Trust shall continue
without limitation of time. The Trust may be terminated at any time by the
Trustees by written notice to the Shareholders without a vote of the
Shareholders of the Trust or by the vote of the Shareholders entitled to vote
more than fifty percent (50%) of the votes of each Series entitled to be cast on
the matter. Any Series or Class of Shares may be terminated at any time by the
Trustees by written notice to the Shareholders of such Series or Class without a
vote of the Shareholders of such Series or Class or by the vote of the
Shareholders of such Series or Class entitled to vote more than fifty percent
(50%) of the votes entitled to be cast on the matter.
Upon termination of the Trust or of any one or more Series or Classes of
Shares, after paying or otherwise providing for all charges, taxes, expenses and
liabilities, whether due or accrued or anticipated, of the particular Series or
Class as may be determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce the remaining assets
of the particular Series to distributable form in cash or other securities, or
any combination thereof, and distribute the proceeds to the Shareholders of the
Series involved, ratably according to the number of Shares of such Series held
by the several Shareholders of such Series on the date of termination.
-28-
<PAGE>
At any time by the affirmative vote of the Shareholders of the affected
Series entitled to vote more than fifty percent (50%) of all the votes entitled
to be cast on the matter, the Trustees may sell, convey and transfer the assets
of the Trust, or the assets belonging to any one or more Series, to another
trust, partnership, association or corporation organized under the laws of any
state of the United States, or to the Trust to be held as assets belonging to
another Series of the Trust, in exchange for cash, shares or other securities
(including, in the case of a transfer to another Series of the Trust, in
exchange for cash, shares or other securities (including, in the case of a
transfer to another Series of the Trust, Shares of such other Series)) with such
transfer being made subject to, or with the assumption by the transferee of, the
liabilities belonging to each Series the assets of which are so distributed.
Following such transfer, the Trustees shall distribute such cash, shares or
other securities (giving due effect to the assets and liabilities belonging to
and any other differences among the various Series the assets belonging to which
have so been transferred) among the Shareholders of the Series the assets
belonging to which have been so transferred; and if all of the assets of the
Trust have been so transferred, the Trust shall be terminated.
Filing of Copies, References, Headings
Section 2. The original or a copy of this instrument and of each amendment
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 amendment hereto shall be
filed by the Trust with the Secretary of The Commonwealth of Massachusetts and
with the Boston City Clerk, 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
amendments 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 amendments. In this instrument and in any such amendment, references to
this instrument, and all expressions like "herein," "hereof," and "hereunder,"
shall be deemed to refer to this instrument as amended from time to time.
Headings are placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning, construction or effect
of this instrument. This instrument may be executed in any number of
counterparts each of which shall be deemed an original.
Applicable Law
Section 3. This Declaration of Trust is created under and is to be governed
by and construed and administered according to the laws of
-29-
<PAGE>
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.
Amendments
Section 4. This Declaration of Trust may be amended at any time by an
instrument in writing signed by a majority of the then Trustees when authorized
so to do by vote of the lesser of (i) 67% or more of the Shares present or
represented by proxy at a Shareholders' meeting, if the holders of more than 50%
of the outstanding Shares are present or represented by proxy, or (ii) more than
50% of the outstanding Shares (the "required vote"), provided, however, if an
amendment shall affect the holders of one or more Series or Classes of Shares
but not the holders of Shares of all outstanding Series and Classes, such
amendment shall be authorized if approved by the required vote of the
Shareholders of each Series or Class affected and no vote of Shareholders of a
Series or Class not affected shall be required. Amendments having the purpose of
changing the name of the Trust or of supplying any omission, curing any
ambiguity or curing, correcting or supplementing any provision which is
defective or inconsistent with the 1940 Act or with the requirements of the
Internal Revenue Code and the regulations thereunder for the Trust's obtaining
the most favorable treatment thereunder available to regulated investment
companies or of establishing and designating or abolishing any Series or Class
of Shares in accordance with Section 1 of Article III hereof shall not require
authorization by Shareholder vote.
Use of the Name
Section 5. The use of the name of the Trust and of any Series or Class of
shares of the Trust is granted pursuant to a royalty-free, non-exclusive license
from Oppenheimer Management Corporation ("OMC"), and such license shall allow
OMC to inspect and, subject to the control of the Trustees, to control the
nature and quality of services offered by the Trust under such name. The license
may be terminated by OMC upon termination of any advisory, management or
supervisory contact between OMC and the Trust or without cause upon 60 days'
written notice to the Trust by OMC in which case neither the Trust nor any
Series or class of the Trust shall have any further right to use the name
"Oppenheimer" in its name or otherwise, and the Trust, its Shareholders, and its
officers and Trustees shall promptly take whatever action may be necessary to
change its name accordingly.
-30-
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this instrument as of
the 23rd day of June, 1995.
/s/ William A. Baker /s/ Charles Conrad, Jr.
William A. Baker, Trustee Charles Conrad, Jr., Trustee
197 Desert Lakes Drive 19411 Merion Court
Palm Springs, California 92264 Huntington Beach, California
92648
/s/ Ned M. Steel /s/ Robert M.Kirchner
Ned M. Steel, Trustee Robert M. Kirchner, Trustee
3236 S. Steele Street 2800 S. University Boulevard
Denver, Colorado Denver, Colorado 80210
/s/ Raymond J. Kalinowski /s/ C. Howard Kast
Raymond J. Kalinowski, Trustee C. Howard Kast, Trustee
44 Portland Drive 2552 East Alameda
St. Louis, Missouri Denver, Colorado 80209
/s/ James C. Swain /s/ Jon S. Fossel
James C. Swain, Trustee Jon S. Fossel, Trustee
Box 44 - Mead Street Box 44 - Mead Street
Waccabuc, New York 10597 Waccabuc, New York 10597
/s/ Robert G. Avis
Robert G. Avis, Trustee
1706 Warson Estates Drive
St. Louis, MO 63124
-31-
<PAGE>
The Fund adjusts the classification of distributions to shareholders to
reflect the differences between financial statement amounts and distributions
determined in accordance with income tax regulations. Accordingly, during the
year ended September 30, 1997, amounts have been reclassified to reflect a
decrease in undistributed net investment income of $1,142,754, a decrease in
accumulated net realized loss on investments of $5,226,655, and a decrease in
paid-in capital of $4,083,901, of which $1,044,513 is considered a tax return of
capital.
