SCHEDULE 14A
Information Required in Proxy Statement
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
(Name of Registrant as Specified in its Charter)
Philip T. Masterson
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.: Schedule 14A
(3) Filing Party: Philip T. Masterson
(4) Date Filed: January 10, 2001
855_Sched14A-Pre_1200.doc
<PAGE>
Oppenheimer Limited-Term Government Fund
[OppenheimerFunds Logo] Proxy for Shareholders Meeting To Be Held
The Right Way to Invest March 23, 2001
Oppenheimer Limited-Term
Government Fund
6803 S. Tucson Way Your shareholder vote is important!
Englewood, CO 80112-3924
The undersigned shareholder of Oppenheimer
Limited-Term Government Fund (the "Fund"),
does hereby appoint Brian Wixted, Robert
Bishop and Scott Farrar, and each of them,
as attorneys-in-fact and proxies of the
undersigned, with full power of
substitution, to attend the Meeting of
Shareholders of the Fund to be held March
23, 2001, at 6803 South Tucson Way,
Englewood, Colorado 80112 at 3:00 P.M.,
Mountain time, and at all Adjournments
thereof, and to vote the shares held in the
name of the undersigned on the record date
for said meeting for the election of
Trustees and the proposals specified on the
reverse side. Said attorneys-in-fact shall
vote in accordance with their best judgment
as to any other matter. Proxy solicited on
behalf of the Board of Trustees, which
recommends a vote FOR the election of all
nominees for Trustee and FOR each Proposal
on the reverse side. The shares represented
hereby will be voted as indicated below or
FOR if no choice is indicated. Your prompt
response can save your Fund money.
To Vote By Telephone(a low-cost method of Please vote, sign and mail your proxy
voting your proxy): ballot(attached below) in the enclosed
1.Read the Proxy Statement and have your postage-paid envelope today, no matter
Proxy Card at hand. how many shares you own. A majority of
2.Call toll-free 1-______________. the Fund's shares must be represented
3.Enter the ___-digit Control Number in person or by proxy. Please vote
found on your Proxy Card. your proxy so your Fund can avoid the
4. Follow the simple instructions. expense of another mailing.
TO VOTE, MARK BLOCKS ON THE REVERSE SIDE IN BLUE OR BLACK INK AS FOLLOWS: X
Keep This Portion for Your Records
<PAGE>
Detach and Return this Portion Only
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
<PAGE>
Oppenheimer Limited-Term Government Fund
1. Election of Trustees (Proposal No. 1)
a) W. Armstrong g) R. Kalinowski
b) R. Avis h) C. Kast To withhold authority to
c) G. Bowen i) R. Kirchner vote for any individual
d) E. Cameron j) B. Macaskill
e) J. Fossel k) F.W. Marshall For Withhold For All nominee,
f) S. Freedman l) J. Swain mark "For All Except"
and write the nominee's letter
on the line below to the
contrary at left.
Vote On Proposals For Against Abstain
1. Ratification of selection
of Deloitte & Touche LLP as
independent auditors
(Proposal No. 2)
2. Approval of the Elimination or
Amendment of Certain Fundamental
Restrictions of the Fund
(Proposal No. 3)
a. Purchasing Securities on
Margin or Making Short Sales
b. Purchasing Securities of
Issuers in which Officers
or Trustees have an Interest
c. Investing in a Company for
the Purpose of Acquiring
Control
d. Investing in Oil, Gas or
Other Mineral Exploration
or Development Programs
e. Investing in Standby
Commitments
f. Purchasing Restricted or
Illiquid Securities
g. Entering into Reverse
Repurchase Agreements
h. Investing in Unseasoned
Issuers
i. Hedging Strategies
j. Industry Concentration
k. Investing in Other
Investment Companies
l. Repurchase Agreements
4. Approval of changes to three
(3) of the Fund's fundamental
investment restrictions to
permit the Fund to
participate in an inter-fund
lending arrangement (Proposal
No. 4)
5. Authorization to permit the
Trustees to adopt an Amended
and Restated Declaration of
Trust (Proposal No. 5)
NOTE: Please sign exactly as your name(s) appears hereon. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on its behalf and give title.
Signature Date
Signature (Joint Owners) Date
855_Ballot-Proxy_PreJan01.doc
<PAGE>
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
6803 South Tucson Way, Englewood, CO 80112
Notice Of Meeting Of Shareholders To Be Held
March 23, 2001
To The Shareholders of Oppenheimer Limited-Term Government Fund:
Notice is hereby given that a Meeting of the Shareholders (the "Meeting") of
Oppenheimer Limited-Term Government Fund (the "Fund"), will be held at 6803
South Tucson Way, Englewood, Colorado, 80112, at 3:00 P.M., Mountain time, on
March 23, 2001.
During the Meeting, shareholders of the Fund will vote on the following
proposals and sub-proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund for the fiscal year beginning October 1, 2000;
3. To approve the elimination or amendment of certain fundamental investment
restrictions of the Fund;
4. To approve changes to four (4) fundamental investment restrictions of the
Fund to permit inter-fund lending;
5. To authorize the Trustees to adopt an Amended and Restated Declaration of
Trust; and
6. To transact such other business as may properly come before the meeting,
or any adjournments thereof.
Shareholders of record at the close of business on December 29, 2000, are
entitled to vote at the meeting. The Proposals are more fully discussed in the
Proxy Statement. Please read it carefully before telling us, through your proxy
or in person, how you wish your shares to be voted. The Board of Trustees of the
Fund recommends a vote to elect each of the nominees as Trustee and in favor of
each Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY
PROMPTLY.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
February 9, 2001
PLEASE RETURN YOUR PROXY CARD PROMPTLY. YOUR VOTE IS IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN.
855
<PAGE>
TABLE OF CONTENTS
Proxy Statement
Page
Questions and Answers
Proposal 1: To Elect a Board of Trustees
Proposal 2: To ratify the selection of Deloitte & Touche LLP as the
independent auditor for the Fund for the fiscal year beginning
October 1, 2000;
Introduction to Proposals 3 and 4
Proposal 3: To approve the elimination or amendment of certain fundamental
investment restrictions of the Fund
Proposal 4: To approve changes to four (4) fundamental investment
restrictions of the Fund to permit inter-fund lending
Proposal 5: To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust
EXHIBIT A: Amended and Restated Declaration of Trust
<PAGE>
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
PROXY STATEMENT
QUESTIONS AND ANSWERS
Q. Who is Asking for My Vote?
A. The Trustees of Oppenheimer Limited-Term Government Fund (the
"Fund") have asked that you vote on several matters at the Special
Meeting of Shareholders to be held on March 23, 2001.
Q. Who is Eligible to Vote?
A. Shareholders of record at the close of business on December 29, 2000
are entitled to vote at the Meeting or any adjourned meeting.
Shareholders are entitled to cast one vote for each matter presented
at the Meeting. The Notice of Meeting, proxy card and proxy
statement were mailed to shareholders of record on or about February
9, 2001.
Q. On What Matters Am I Being Asked to Vote?
A. You are being asked to vote on the following proposals:
1. To elect a Board of Trustees;
2. To ratify the selection of Deloitte & Touche LLP as the independent
auditor for the Fund;
3. To approve the elimination or amendment of certain fundamental investment
restrictions of the Fund;
4. To approve changes to certain fundamental investment restrictions
of the Fund to permit inter-fund lending; and
5. To authorize the Trustees to adopt an Amended and Restated Declaration of
Trust.
Q. How do the Trustees Recommend that I Vote?
A. The Trustees recommend that you vote:
1. FOR election of all nominees as Trustees;
2. FOR ratification of the selection of Deloitte & Touche LLP as the
independent auditor for the Fund;
3. FOR the elimination or amendment of each of the Fund's fundamental
investment restrictions proposed to be eliminated or amended as the
case may be;
4. FOR changes to the Fund's fundamental investment restrictions proposed for
change to permit inter-fund lending;
5. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust.
Q. How Can I Vote?
A. You can vote in four (4) different ways:
o By mail or facsimile, with the enclosed ballot
o In person at the Meeting
o By telephone (please see the Proxy Ballot for instructions)
Voting by telephone saves you time and helps reduce the Fund's
expenses. Whichever method you choose, please take the time to
read the full text of the proxy statement before you vote.
Q. How Will My Vote Be Recorded?
A. Proxy cards that are properly signed, dated and received at or prior
to the Meeting, or any adjournment thereof, will be voted as
specified. If you specify a vote for any of the proposals, your
proxy will be voted as indicated. If you sign and date the proxy
card, but do not specify a vote for one or more of the proposals,
your shares will be voted in favor of the Trustees recommendations.
Q. How Can I Revoke My Proxy?
A. You may revoke your proxy at any time before it is voted by
forwarding a written revocation or a later-dated proxy card to the
Fund that is received at or prior to the Meeting, or any adjournment
thereof, or by attending the Meeting, or any adjournment thereof,
and voting in person.
Q. How Can I Get More Information About the Fund?
A. A copy of the Fund's annual report dated September 30, 2000 has
previously been mailed to Shareholders. If you would like to have
copies of the Fund's most recent annual report sent to you free of
charge, please call us toll-free at 1.800.525.7048 or write to the
Fund at OppenheimerFunds Services, P.O. Box 5270 Denver Colorado
80217-5270.
Q. Whom Do I Call If I Have Questions?
A. Please call us at 1.800.525.7048
This proxy statement is designed to furnish shareholders with the information
necessary to vote on the matters coming before the Meeting. If you have any
questions, please call us at 1.800.525.7048.
<PAGE>
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
PROXY STATEMENT
Meeting of Shareholders
To Be Held March 23, 2001
This statement is furnished to the shareholders of Oppenheimer Limited-Term
Government Fund (the "Fund"), in connection with the solicitation by the Fund's
Board of Trustees of proxies to be used at a special meeting of shareholders
(the "Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112,
at 3:00 P.M., Mountain time, on March 23, 2001, or any adjournments thereof. It
is expected that the mailing of this Proxy Statement will be made on or about
February 9, 2001.
SUMMARY OF PROPOSALS
-------------------------------------------------------------------------------
Proposal Shareholders Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1. To Elect a Board of Trustees All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2. To Ratify the Selection of Deloitte & Touche LLP All as Independent
Auditors for the Fund for fiscal year beginning October 1, 2000.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3. To approve the elimination or amendment of
certain fundamental investment restrictions for
the Fund.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
a. Purchasing Securities on Margin or Making All
Short Sales
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
b. Purchasing Securities of Issuers in which All
Officers or Trustees have an Interest
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
c. Investing in a Company for the Purpose of All
Acquiring Control
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
d. Investing in Oil, Gas or Other Mineral All
Exploration or Development Programs
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
e. Investing in Standby Commitments All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
f. Purchasing Restricted or Illiquid Securities All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
g. Entering into Reverse Repurchase Agreements All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
h. Investing in Unseasoned Issuers All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
i. Hedging Strategies All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
j. Industry Concentration All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
k. Investing in Other Investment Companies All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
l. Repurchase Agreements All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4. To approve changes to four (4) of the Fund's All
fundamental investment restrictions to permit
the Fund to participate in an inter-fund lending
arrangement
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5. To Authorize the Trustees to adopt an Amended All
and Restated Declaration of Trust
-------------------------------------------------------------------------------
PROPOSAL 1: ELECTION OF TRUSTEES
At the Meeting, twelve (12) Trustees are to be elected to hold office
until the next meeting of shareholders called for the purpose of electing
Trustees and until their successors are duly elected and shall have qualified.
The persons named as attorneys-in-fact in the enclosed proxy have advised the
Fund that unless a proxy instructs them to withhold authority to vote for all
listed nominees or any individual nominee, all validly executed proxies will be
voted by them for the election of the nominees named below as Trustees of the
Fund. As a Massachusetts business trust, the Fund does not contemplate holding
annual shareholder meetings for the purpose of electing Trustees. Thus, the
Trustees will be elected for indefinite terms until a special shareholder
meeting is called for the purpose of voting for Trustees and until their
successors are properly elected and qualified.
Each of the nominees (except for Messrs. Cameron and Marshall) currently
serves as a Trustee of the Fund. All of the nominees have consented to be named
as such in this proxy statement and have consented to serve as Trustees if
elected.
Each nominee indicated below by an asterisk is an "interested person" (as
that term is defined in the Investment Company Act of 1940, referred to in this
Proxy Statement as the "1940 Act") of the Funds due to the positions indicated
with the Funds' investment advisor, OppenheimerFunds, Inc. (the "Manager") or
its affiliates, or other positions described. The beneficial ownership of Class
A shares listed below includes voting and investment control, unless otherwise
indicated. If a nominee should be unable to accept election, the Board of
Trustees may, in its discretion, select another person to fill the vacant
position.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December 29, 2000 and % of Class Owned
James C. Swain* (67) 0
6803 South Tucson Way
Englewood, CO 80112
Trustee since 1990.
Vice Chairman of the Manager (since September 1988); formerly President and a
director of Centennial Asset Management Corporation, a wholly-owned subsidiary
of the Manager and Chairman of the Board of Shareholder Services, Inc., a
transfer agent subsidiary of the Manager.
Director/trustee of 39 Denver-based Oppenheimer funds.
Bridget A. Macaskill* (52) 0
Two World Trade Center
New York, NY 10048
Trustee since 1995.
Chairman (since August 2000), Chief Executive Officer (since September 1995) and
a director (since December 1994) of the Manager; President (since September
1995) and a director (since October 1990) of Oppenheimer Acquisition Corp., the
Manager's parent holding company; President, Chief Executive Officer and a
director (since March 2000) of OFI Private Investments, Inc., an investment
adviser subsidiary of the Manager; Chairman and a director of Shareholder
Services, Inc. (since August 1994) and Shareholder Financial Services, Inc.
(since September 1995), transfer agent subsidiaries of the Manager; President
(since September 1995) and a director (since November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding company subsidiary of the Manager;
President and a director (since October 1997) of OppenheimerFunds International
Ltd., an offshore fund management subsidiary of the Manager and of Oppenheimer
Millennium Funds plc; a director of HarbourView Asset Management Corporation
(since July 1991) and of Oppenheimer Real Asset Management, Inc. (since July
1996), investment adviser subsidiaries of the Manager; a director (since April
2000) of OppenheimerFunds Legacy Program, a charitable trust program established
by the Manager; a director of Prudential Corporation plc (a U.K. financial
service company); President and a trustee of other Oppenheimer funds; formerly
President of the Manager (June 1991 - August 2000). President and
director/trustee of 31 Denver-based Oppenheimer funds.
*Trustee who is an Interested Person of the Fund.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December 29, 2000 and % of Class Owned
William L. Armstrong (63) 0
11 Carriage Lane
Littleton, CO 80121
Trustee since 1999.
Chairman of the following private mortgage banking companies: Cherry Creek
Mortgage Company (since 1991), Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993), Transland Financial Services, Inc.
(since 1997); Chairman of the following private companies: Frontier Real Estate,
Inc. (residential real estate brokerage) (since 1994), Frontier Title (title
insurance agency) (since 1995), Great Frontier Insurance (insurance agency)
(since 1995) and Ambassador Media Corporation (since 1984); Director of the
following public companies: Storage Technology Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas drilling/production
company) (since 1992), UNUMProvident (insurance company) (since 1991); formerly
Director of International Family Entertainment (television channel) (1992 -
1997) and Natec Resources, Inc. (air pollution control equipment and services
company) (1991-1995); formerly U.S. Senator (January 1979-January 1991).
Director/trustee of 31 Denver-based Oppenheimer funds.
Robert G. Avis (69)* 0
10369 Clayton Road
St. Louis, MO 63131
Trustee since 1993.
Director and President of A.G. Edwards Capital, Inc. (General Partner of private
equity funds); formerly, until March 2000, Chairman, President and Chief
Executive Officer of A.G. Edwards Capital, Inc.; formerly, until March 1999,
Vice Chairman and Director of A.G. Edwards, Inc. and Vice Chairman of A.G.
Edwards & Sons, Inc. (its brokerage company subsidiary); until March 1999,
Chairman of A.G. Edwards Trust Company and A.G.E. Asset Management (investment
advisor); until March 2000, a Director of A.G. Edwards & Sons and A.G. Edwards
Trust Company. Director/trustee of 39 Denver-based Oppenheimer funds.
George C. Bowen (64) 2,677.123 Shares
9224 Bauer Ct. (.004100 % of Class A Shares)
Lone Tree, CO 80124
Trustee since 1998.
Formerly (until April 1999) Mr. Bowen held the following positions: Senior Vice
President (from September 1987) and Treasurer (from March 1985) of the Manager;
Vice President (from June 1983) and Treasurer (since March 1985) of
OppenheimerFunds, Distributor, Inc., a subsidiary of the Manager and the Fund's
Distributor; Senior Vice President (since February 1992), Treasurer (since July
1991) Assistant Secretary and a director (since December 1991) of Centennial
Asset Management Corporation; Vice President (since October 1989) and Treasurer
(since April 1986) of HarbourView Asset Management Corporation; President,
Treasurer and a director of Centennial Capital Corporation (since June 1989);
Vice President and Treasurer (since August 1978) and Secretary (since April
1981) of Shareholder Services, Inc.; Vice President, Treasurer and Secretary of
Shareholder Financial Services, Inc. (since November 1989); Assistant Treasurer
of Oppenheimer Acquisition Corp. (since March 1998); Treasurer of Oppenheimer
Partnership Holdings, Inc. (since November 1989); Vice President and Treasurer
of Oppenheimer Real Asset Management, Inc. (since July 1996); Treasurer of
OppenheimerFunds International Ltd. and Oppenheimer Millennium Funds plc (since
October 1997). Director/trustee of 29 Denver-based Oppenheimer funds.
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December 29, 2000 and % of Class Owned
Edward L. Cameron (62) 0
Spring Valley Road
Morristown, NJ 07960
Spring Valley Road, Morristown, New Jersey 07960
Formerly (from 1974-1999) a partner with PricewaterhouseCoopers LLC (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry Services Group (from 1994-1998). Director/trustee of 20 Denver-based
Oppenheimer funds.
Jon S. Fossel (58) 0
810 Jack Creek Road
Ennis, MT 59729
Trustee since 1990.
Formerly (until October 1995) Chairman and a director of the Manager; President
and a director of Oppenheimer Acquisition Corp., Shareholder Services, Inc. and
Shareholder Financial Services, Inc.
Director/trustee of 37 Denver-based Oppenheimer funds.
Sam Freedman (60) 0
4975 Lakeshore Drive
Littleton, CO 80123
Trustee since 1996.
Formerly (until October 1994) Chairman and Chief Executive Officer of
OppenheimerFunds Services; Chairman, Chief Executive Officer and a director of
Shareholder Services, Inc.; Chairman, Chief Executive Officer and director of
Shareholder Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp. and a director of OppenheimerFunds, Inc. Director/trustee of
39 Denver-based Oppenheimer funds.
Raymond J. Kalinowski (71) 0
44 Portland Drive
St. Louis, MO 63131
Trustee since 1990.
Formerly a director of Wave Technologies International, Inc. (a computer
products training company), self-employed consultant (securities matters).
Director/trustee of 39 Denver-based Oppenheimer funds.
<PAGE>
Name, Age, Address Fund Shares Beneficially Owned as of
And Five-Year Business Experience December 29, 2000 and % of Class Owned
C. Howard Kast (79) 0
2552 East Alameda, #30
Denver, CO 80209
Trustee since 1990.
Formerly Managing Partner of Deloitte, Haskins & Sells (an accounting firm).
Director/trustee of 39 Denver-based Oppenheimer funds.
Robert M. Kirchner (79) 0
7500 E. Arapahoe Road
Suite 250
Englewood, CO 80112
Trustee since 1990.
President of The Kirchner Company (management consultants). Director/trustee of
39 Denver-based Oppenheimer funds.
F. William Marshall, Jr. (58) 0
87 Ely Road
Longmeadow, MA 01106
Formerly (until 1999) Chairman of SIS & Family Bank, F.S.B. (formerly SIS Bank);
President, Chief Executive Officer and Director of SIS Bankcorp., Inc. and SIS
Bank (formerly Springfield Institution for Savings) (1993-1999); Executive Vice
President (until 1999) of Peoples Heritage Financial Group, Inc.; Chairman and
Chief Executive Office of Bank of Ireland First Holdings, Inc. and First New
Hampshire Banks (1990-1993); Trustee (since 1996) of MassMutual Institutional
Funds and of MML Series Investment Fund (open-end investment companies).
Director/trustee of 20 Denver-based Oppenheimer funds.
Under the 1940 Act, the Board of Trustees may fill vacancies on the Board of
Trustees or appoint new Trustees only if, immediately thereafter, at least
two-thirds of the Trustees will have been elected by shareholders. Currently,
four of the Fund's ten Trustees have not been elected by shareholders. In
addition, the Board of Trustees has nominated Messrs. Cameron and Marshall to
become independent Trustees of the Fund. In light of the fact that only six of
the Fund's Trustees have been elected by shareholders, it follows that a meeting
of shareholders needs to be held to elect Trustees.
Under the 1940 Act, the Fund is also required to call a meeting of
shareholders promptly to elect Trustees if at any time less than a majority of
the Trustees have been elected by shareholders. By holding a meeting to elect
Trustees at this time, the Fund may be able to delay the time at which another
shareholder meeting is required for the election of Trustees, which will result
in a savings of the costs associated with holding a meeting.
The primary responsibility for the management of the Fund rests with the
Board of Trustees. The Trustees meet regularly to review the activities of the
Fund and of the Manager, which is responsible for its day-to-day operations. Six
regular meetings and two special meetings of the Trustees were held during the
fiscal year ended September 30, 2000. Each of the incumbent Trustees was present
for at least 75% of the meetings held of the Board and of all committees on
which that Trustee served. The Trustees have appointed an Audit Committee,
comprised of Messrs. Kast (Chairman), and Kirchner, none of whom is an
"interested person," as defined in the 1940 Act, of the Manager or the Fund. Mr.
Cameron will become a member of the audit committee if approved as a Trustee of
the Fund by shareholders. The Committee met four times during the fiscal year
ended September 30, 2000. The Board of Trustees does not have a standing,
nominating or compensation committee. The Audit Committee furnishes the Board
with recommendations regarding the selection of the independent auditor. The
other functions of the Committee include (i) reviewing the methods, scope and
results of audits and the fees charged; (ii) reviewing the adequacy of the
Fund's internal accounting procedures and controls; (iii) establishing a
separate line of communication between the Fund's independent auditors and its
independent Trustees; and (iv) selecting and nominating the independent
Trustees.
Each of the current Trustees also serves as a trustee or director of other
Denver-based investment companies in the OppenheimerFunds complex. The Trustees
who are not affiliated with the investment advisor ("Non-affiliated Trustees")
are paid a retainer plus a fixed fee for attending each meeting and are
reimbursed for expenses incurred in connection with attending such meetings.
Each Fund in the OppenheimerFunds complex for which they serve as a director or
trustee pays a share of these expenses.
The officers of the Fund and two of the Trustees of the Fund (Ms.
Macaskill and Mr. Swain) are affiliated with the Manager and receive no salary
or fee from the Fund. The remaining Trustees of the Fund received the
compensation shown below. The compensation from the Fund was paid during its
fiscal year ended September 30, 2000. The compensation from all of the
Denver-based Oppenheimer funds includes the Fund and is compensation received as
a director, trustee, managing general partner or member of a committee of the
Board during the calendar year 2000. Compensation is paid for services in the
positions below their names:
<PAGE>
--------------------------------------------------------------------------------
Trustee's Name and Aggregate Number of Boards Total
Within Oppenheimer
Funds Complex on Compensation
Which Trustee From all
Compensation Served as of Denver-Based
Oppenheimer
Other Positions from Fund 12/31/00 Funds 1
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
William H. Armstrong $1,122 31 $49,270
Review Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert G. Avis $2,144 39 $72,000
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
George Bowen $1,409 29 $55,948
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Jon S. Fossel $2,258 37 $77,880
Review Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Sam Freedman $2,334 39 $80,100
Chairman, Review
Committee
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Raymond J. Kalinowski $2,258 39 $73,500
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
C. Howard Kast $2,548 39 $86,150
Chairman, Audit
Committee, Review
Committee Member
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Robert M. Kirchner $2,224 39 $76,950
Audit Committee Member
--------------------------------------------------------------------------------
* Effective July 1, 2000 William A. Baker and Ned M. Steel resigned as
Trustees of the Fund, and subsequently became Trustees Emeritus of the Fund.
For the fiscal year ended September 30, 2000, Messrs. Baker and Steele each
received $2,144 aggregate compensation from the Fund and for the calendar year
ended December 31, 2000, they each received $63,999 total compensation from
all Denver-based Oppenheimer funds.
1. For the fiscal year ended September 30, 2000.
2. For the 2000 calendar year.
The Board of Trustees has also adopted a Deferred Compensation Plan for
Non-affiliated Trustees that enables Trustees to elect to defer receipt of all
or a portion of the annual fees they are entitled to receive from the Fund. As
of September 30, 2000, none of the Trustees elected to do so. Under the plan,
the compensation deferred by a Trustee is periodically adjusted as though an
equivalent amount had been invested in shares of one or more Oppenheimer funds
selected by the Trustee. The amount paid to the Trustee under the plan will be
determined based upon the performance of the selected funds. Deferral of
Trustees' fees under the plan will not materially affect the Fund's assets,
liabilities or net income per share. The plan will not obligate the Fund to
retain the services of any Trustee or to pay any particular amount of
compensation to any Trustee.
Each officer of the Fund is elected by the Trustees to serve an annual
term. Information is given below about the executive officers who are not
Trustees of the Fund, including their business experience during the past five
years. Messrs. Donohue, Wixted, Bishop, Zack and Farrar serve in a similar
capacity with several other funds in the OppenheimerFunds complex.
Name, Age, Address and Five-Year Business Experience
John S. Kowalik, Vice President and Portfolio Manager since July 1998; Age: 43
Two World Trade Center, New York, NY 10048-0203
Senior Vice President of the Manager (since July 1998); an officer of other
Oppenheimer funds; formerly Managing Director and Senior Portfolio Manager of
Prudential Global Advisors (1989-1998).
Andrew J. Donohue, Vice President and Secretary since 1996; Age: 50
Two World Trade Center, New York, NY 10048
Executive Vice President (since January 1993), General Counsel (since October
1991) and a Director (since September 1995) of the Manager; Executive Vice
President and General Counsel (since September 1993) and a director (since
January 1992) of the Distributor; Executive Vice President, General Counsel and
a director of HarbourView Asset Management Corporation, Shareholder Services,
Inc., Shareholder Financial Services, Inc. and (since September 1995)
Oppenheimer Partnership Holdings, Inc.; President and a director of Centennial
Asset Management Corporation (since September 1995); President, General Counsel
and a director of Oppenheimer Real Asset Management, Inc. (since July 1996);
General Counsel (since May 1996) and Secretary (since April 1997) of Oppenheimer
Acquisition Corp.; Vice President and a director of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since October 1997);a
director (since April 2000) of OppenheimerFunds Legacy Program, a charitable
trust program sponsored by the Manager; an officer of other Oppenheimer funds.
Brian W. Wixted, Treasurer since April 1999; Age: 41
6803 South Tucson Way, Englewood, Colorado 80112
Senior Vice President and Treasurer (since April 1999) of the Manager; Treasurer
(since March 1999) of HarbourView Asset Management Corporation, Shareholder
Services, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings, Inc. (since April 1999); Assistant Treasurer of Oppenheimer
Acquisition Corp. (since April 1999); Assistant Secretary of Centennial Asset
Management Corporation (since April 1999); formerly Principal and Chief
Operating Officer, Bankers Trust Company - Mutual Fund Services Division (March
1995 - March 1999); Vice President and Chief Financial Officer of CS First
Boston Investment Management Corp. (September 1991 - March 1995); and Vice
President and Accounting Manager, Merrill Lynch Asset Management (November 1987
- September 1991).
Robert G. Zack, Assistant Secretary since 1988; Age: 52
Two World Trade Center, New York, NY 10048
Senior Vice President (since May 1985) and Associate General Counsel (since May
1981) of the Manager, Assistant Secretary of Shareholder Services, Inc. (since
May 1985), and Shareholder Financial Services, Inc. (since November 1989);
Assistant Secretary of OppenheimerFunds International Ltd. and Oppenheimer
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer since April 1994; Age: 42
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
Scott T. Farrar, Assistant Treasurer since April 1994; Age: 35
6803 South Tucson Way, Englewood, CO 80112
Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer Millennium Funds plc (since October 1997); an officer
of other Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996), and a Fund Controller
for the Manager.
All officers serve at the pleasure of the Board.
As of December 29, 2000, the Trustees and officers as a group beneficially owned
3,055.904 shares, or less than 1% of the outstanding Class A, Class B, Class C
or Class Y shares of the Fund.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE AS
TRUSTEE.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Trustees of the Fund, including a majority of the Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning October 1,2000. Deloitte also serves as auditors for
the Manager and certain other funds for which the Manager acts as investment
advisor. At the Meeting, a resolution will be presented for the shareholders'
vote to ratify the selection of Deloitte as auditors. Representatives of
Deloitte are not expected to be present at the Meeting but will have the
opportunity to make a statement if they desire to do so and will be available
should any matter arise requiring their presence.
THE BOARD OF TRUSTEES RECOMMENDS APPROVAL OF THE SELECTION OF DELOITTE AS
AUDITORS OF THE FUND.
Introduction to Proposals 3 and 4
The Fund is subject to certain investment restrictions which govern the
Fund's investment activities. Under the 1940 Act, certain investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder vote. An investment company may designate additional
restrictions as fundamental, and it may also adopt "non-fundamental"
restrictions, which may be changed by the Trustees without shareholder approval.
The Fund has adopted certain fundamental investment restrictions that are set
forth in its Statement of Additional Information, which cannot be changed
without the requisite shareholder approval described below under "Further
Information about Voting at the Meeting." Restrictions that the Fund has not
specifically designated as being fundamental are considered to be
"non-fundamental" and may be changed by the Trustees without shareholder
approval.
Subsequent to the Fund being established, certain legal and regulatory
requirements applicable to registered investment companies (also referred to as
"funds") changed. For example, certain restrictions imposed by state laws and
regulations were preempted by the National Securities Markets Improvement Act of
1996 ("NSMIA") and therefore are no longer applicable to funds. As a result of
NSMIA, the Fund currently is subject to several fundamental investment
restrictions that are either more restrictive than required under current law,
or which are no longer required at all. A number of the fundamental restrictions
that the Fund has adopted in the past also reflect regulatory, business or
industry conditions, practices or requirements which at one time, for a variety
of reasons, led to the imposition of limitations on the management of the Fund's
investments. With the passage of time, the development of new practices and
changes in regulatory standards, several of these fundamental restrictions are
considered by Fund management to be unnecessary or unwarranted. In addition
other fundamental restrictions reflect federal regulatory requirements which
remain in effect, but which are not required to be stated as fundamental
restrictions. Accordingly, the Trustees recommend that the Fund's shareholders
approve the amendment or elimination of certain of the Fund's current
fundamental investment restrictions. Certain sub-proposals request that
shareholders approve the elimination of a fundamental investment restriction. If
those sub-proposals are approved by shareholders, the Board may adopt
non-fundamental investment policies or modify existing non-fundamental
investment policies at any time without shareholder approval. The purpose of
each sub-proposal is to provide the Fund with the maximum flexibility permitted
by law to pursue its investment objectives and policies and to standardize the
Fund's policy in an area to one which is expected to become standard for all
Oppenheimer funds. The proposed standardized restrictions satisfy current
federal regulatory requirements and are written to provide flexibility to
respond to future legal, regulatory, market or technical changes.
By both standardizing and reducing the total number of investment
restrictions that can be changed only by a shareholder vote, the Trustees
believe that it will assist the Fund and the Manager in maintaining compliance
with the various investment restrictions to which the Oppenheimer funds are
subject, and that the Fund will be able to minimize the costs and delays
associated with holding future shareholder meetings to revise fundamental
investment restrictions that have become outdated or inappropriate. The Trustees
also believe that the investment advisor's ability to manage the Fund's assets
in a changing investment environment will be enhanced, and that investment
management opportunities will be increased by these changes.
The proposed standardized changes will not affect the Fund's investment
objective. Although the proposed changes in fundamental investment restrictions
will provide the Fund greater flexibility to respond to future investment
opportunities, the Board does not anticipate that the changes, individually or
in the aggregate, will result in a material change in the level of investment
risk associated with investment in the Fund. The Board does not anticipate that
the proposed changes will
materially affect the manner in which the Fund is managed. If the Board
determines in the future to change materially the manner in which the Fund is
managed, the prospectus will be amended.
The recommended changes are specified below. Shareholders are requested to
vote on each Sub-Proposal in Proposal 3 separately. If approved, the effective
date of these Proposals may be delayed until the Fund's updated Prospectus
and/or Statement of Additional Information can reflect the changes. If any
Sub-Proposal in Proposal 3 is not approved or if Proposal 4 is not approved, the
fundamental investment restriction covered in that Sub-Proposal or Proposal will
remain unchanged.
PROPOSAL 3: TO APPROVE THE ELIMINATION OR AMENDMENT OF CERTAIN FUNDAMENTAL
INVESTMENT RESTRICTIONS OF THE FUND
A. Purchasing Securities on Margin or Engaging in Short Sales.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing securities on margin or engaging in short sales.
The existing restriction is not required to be a fundamental investment
restriction under the 1940 Act. It is proposed that this current fundamental
restriction prohibiting purchases of securities on margin or engaging in short
sales be eliminated. The current fundamental investment restriction is set forth
below.
Current
The Fund cannot purchase securities on margin or make short sales of
securities. However, the Fund may make margin deposits in connection
with any of the hedging instruments approved by its Board of Trustees.
Margin purchases involve the purchase of securities with money borrowed from a
broker. "Margin" is the cash or eligible securities that the borrower places
with a broker as collateral against the loan. The Fund's current fundamental
investment restriction prohibits it from purchasing securities on margin, except
to obtain such short-term credits as may be necessary for the clearance of
transactions. Policies of the SEC allow mutual funds to make initial and
variation margin payments in connection with the purchase and sale of futures
contracts and options on futures contracts. In the futures markets, "margin"
payments are akin to a "performance bond," rather than a loan to purchase
securities as is the case in the securities markets. As a result, futures
margins typically range from 2-5% of the value of the underlying contract and
are marked-to-market on a daily basis.
In a short sale, an investor sells a borrowed security with a corresponding
obligation to the lender to return the identical security. In an investment
technique known as a short sale "against-the-box," an investor sells short while
owning the same securities in the same amount, or having the right to obtain
equivalent securities. The investor could have the right to obtain equivalent
securities, for example, through ownership of options or convertible securities.
Elimination of this fundamental investment restriction is unlikely to
affect management of the Fund. Accordingly, the Fund will be able to obtain such
short-term credits as may be necessary for clearance of transactions and to sell
securities short provided the Fund maintains the asset coverage as required by
the 1940 Act. Elimination of this restriction would not affect the Fund's
inability to purchase securities on margin. The 1940 Act prohibitions on margin
and restrictions on short sales will continue to apply to the Fund.
B. Purchasing Securities of Issuers in which Officers or Trustees Have An
Interest.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing the securities of an issuer if the officers and
trustees of the Fund or the Manager individually own 1/2 of 1% of such
securities and together own more than 5% of such securities. It is proposed that
the current fundamental policy be eliminated. The current fundamental investment
policy is set forth below.
Current
The Fund cannot invest in or hold securities of any issuer if officers
and Directors or Trustees of the Fund or the Manager individually
beneficially own more than 1/2 of 1% of the securities of that issuer
and together own beneficially more than 5% of the securities of that
issuer.
Elimination of this fundamental policy is unlikely to affect management of
the Fund. This restriction was originally adopted to address state or "Blue Sky"
requirements in connection with the registration of shares of the Fund for sale
in a particular state or states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund. In addition, the Board believes that its
elimination could increase the Fund's flexibility when choosing investments in
the future.
C. Investing in a Company for the Purpose of Acquiring Control
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in portfolio companies for the purpose of
acquiring control. It is proposed that the current fundamental investment
restriction be eliminated. Although the Fund has no intention of investing for
the purpose of acquiring control of a company, it believes that this restriction
is unnecessary and may, in fact, reduce possible investment opportunities. The
current fundamental investment restriction is set forth below.
Current
The Fund cannot make investments for the purpose of exercising control
of management.
Elimination of the above fundamental investment restriction is not expected to
have a significant impact on the Fund's investment practices or management
because the Fund currently has no intention of investing in companies for the
purpose of obtaining or exercising management or control. A Fund might be
considered to be investing for control if it purchases a large percentage of the
securities of a single issuer. This restriction was intended to ensure that a
mutual fund would not be engaged in the business of managing another company.
This restriction was originally adopted to address state or "Blue Sky"
requirements in connection with the registration of shares of the Fund for sale
in a particular state or states. The Board recommends that shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer applies to the Fund. In addition, the Board believes that its
elimination could increase the Fund's flexibility when choosing investments in
the future.
<PAGE>
D. Investing in Oil, Gas or Other Mineral Exploration or Development Programs.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from investing in mineral-related programs or leases. It is
proposed that the current fundamental restriction be eliminated. The current
fundamental restriction is set forth below.
Current
The Fund cannot invest in interests in oil, gas, or other mineral
exploration or development programs.
Elimination of this fundamental policy is unlikely to affect management of
the Fund. This limitation was originally adopted to address state or "Blue Sky"
requirements in connection with the registration of shares of the Fund for sale
in a particular state or states. The Board requests that shareholders eliminate
this fundamental investment limitation. Under NSMIA, this restriction no longer
applies to the Fund. In addition, the Board believes that its elimination could
increase the Fund's flexibility when choosing investments in the future.
E. Purchasing or Selling Standby Commitments
The Fund is currently subject to a fundamental investment restriction
concerning the purchase and sale of standby commitments. It is proposed that the
current fundamental policy be eliminated. The current fundamental investment
policy is set forth below.
Current
The Fund cannot purchase or sell standby commitments.
The purchaser of a security subject to a standby commitment has the right to
sell the security on demand at a set price to the party issuing the commitment.
Funds generally enter into these arrangements in order to enhance portfolio
liquidity.
When a fund buys a security subject to a standby commitment, the fund typically
is entitled to same day settlement from the party issuing the commitment. Upon
exercise of the right to sell the security to the issuer of the standby
commitment, a fund receives a sale price based on the cost of the underlying
security plus any accrued interest at the time of exercise.
A fund's ability to exercise its right to sell a security under a standby
commitment will depend on the ability of the party issuing the commitment to pay
for the security if the standby commitment is exercised. If the issuing party
defaults on its obligation, a fund might not be able to recover all or a portion
of any loss sustained from having to sell the security elsewhere.
Standby commitments generally are not transferable and terminate if a fund sells
the underlying security to a third party. A standby commitment increases the
cost of the security and reduces the yield otherwise available from the
security.
When a fund sells a security subject to a standby commitment, the fund typically
must repurchase the security the same day the party holding the security demands
the fund to repurchase the security. Upon exercise of the right to sell the
securities to a fund, the fund must pay a purchase price based on the cost of
the underlying security plus any accrued interest at the time of exercise.
<PAGE>
The Securities and Exchange Commission considers selling securities subject to
standby commitments to involve the leveraging of a fund's assets. Therefore, a
fund selling a security subject to a standby commitment must segregate liquid
assets to cover its obligation under the commitment.
The existing policy regarding standby commitments is not required to be a
fundamental policy under the 1940 Act. Elimination of this fundamental
restriction is not likely to affect management of the Fund, and is intended
to provide the Fund with maximum flexibility consistent with the current
requirements of the Securities and Exchange Commission. In addition, the
Board believes that elimination of this policy could increase the Fund's
flexibility when choosing investments in the future without affecting the
risk of an investment in the Fund. The Fund currently does not anticipate
that more than five (5) percent of its assets would be subject to standby
commitments should this proposal be approved.
F. Purchasing Restricted or Illiquid Securities.
The Fund is currently subject to a fundamental investment restriction
concerning the purchase of restricted or illiquid securities. It is proposed
that the current fundamental policy be eliminated and replaced by a
non-fundamental policy. The current and proposed investment policies are set
forth below.
Current
The Fund cannot purchase restricted or illiquid securities (including
securities that are not readily marketable) if more than 5% of the
Fund's total assets would be invested in those securities.
Proposed
The Fund cannot invest more than 15% of its net assets in illiquid or
restricted securities (including repurchase agreements maturing beyond
seven (7) days).
The existing policy is not required to be a fundamental policy under the 1940
Act, and the Trustees propose that the Fund's current fundamental policy be
replaced with the proposed non-fundamental policy in order to provide the Fund
with maximum flexibility consistent with the current requirements of the
Securities and Exchange Commission. The Securities and Exchange Commission
currently requires a non-money market fund, such as the Fund, to limit its
investments in illiquid assets (including repurchase agreements maturing beyond
seven (7) days) to 15% of net assets. The purpose of the liquidity limitation is
to ensure that funds are able to satisfy redemption requests in accordance with
the 1940 Act.
The proposed non-fundamental policy is consistent with the requirements of the
securities and Exchange Commission, and is intended to conform the Fund's policy
in this area to one that is standard for Oppenheimer funds that are not money
market funds. The Trustees believe that standardized policies will assist the
Fund and the Manager in maintaining compliance with the various investment
restrictions to which the Oppenheimer funds are subject. In addition, the Board
believes that revision of this policy could increase the Fund's flexibility when
choosing investments in the future without materially affecting the risk of an
investment in the Fund.
<PAGE>
G. Entering into Reverse Repurchase Agreements.
The Fund is currently subject to a fundamental investment restriction with
respect to entering into reverse repurchase agreements. It is proposed that the
current fundamental policy be eliminated. The current fundamental investment
policy is set forth below.
Current
The Fund cannot enter into reverse repurchase agreements that would
cause more than 25% of the Fund's total assets to be subject to those
agreements.
A reverse repurchase agreement involves the sale of a security concurrently
with an agreement to repurchase the same security at a later date. A reverse
repurchase agreement is considered a borrowing under the 1940 Act, involving
the leveraging of a fund's assets.
As discussed in detail below under Proposal 4.A. ("Borrowing"), the 1940 Act
imposes certain restrictions on the borrowing activities of registered
investment companies. The restrictions on borrowing are generally designed to
protect shareholders and their investment by restricting a fund's ability to
subject its assets to claims of creditors who might have a claim to the fund's
assets that would take priority over the claims of shareholders. In order to
cover its obligation under a reverse repurchase agreement, a fund must segregate
liquid assets to cover its obligation to repurchase the subject securities.
The Fund's policy regarding reverse repurchase agreements is not required to be
a fundamental policy under the 1940 Act, and the Trustees propose that the
Fund's current fundamental policy be eliminated in order to provide the Fund
with maximum flexibility consistent with the current legal requirements. The
Fund's ability to enter into reverse repurchase agreements would continue to be
subject to the Fund's limitations on borrowing discussed in detail below under
Proposal 4.A. ("Borrowing"), and the Fund currently does not anticipate that it
would enter into reverse repurchase agreements with respect to more than five
(5) percent of its assets.
H. Investing in Unseasoned Issuers.
The Fund is currently subject to a fundamental investment restriction
limiting its investment in securities of issuers that have been in operation
less than three years ("unseasoned issuers"). It is proposed that the current
fundamental restriction be eliminated. The current fundamental restriction is
set forth below.
Current
The Fund cannot buy or hold securities of issuers that have a record of
continuous operation of less than three years. That period may include
the operation of predecessor companies or enterprises if the issuer
came into existence as a result of a merger, consolidation or
reorganization, or the purchase of substantially all of the assets of
the predecessor company or enterprise.
Elimination of this fundamental policy is unlikely to materially affect
management of the Fund . This restriction was originally adopted to address
state or "Blue Sky" requirements in connection with the registration of shares
of the Fund for sale in a particular state or states. The Board recommends that
shareholders eliminate this fundamental investment restriction. Under
<PAGE>
NSMIA, this restriction no longer applies to the Fund. In addition, the Board
believes that its elimination could increase the Fund's flexibility when
choosing investments in the future.
I. Hedging Strategies.
The Fund is currently subject to a fundamental investment restriction
prohibiting it from purchasing real estate, commodities or commodity contracts.
Although this policy does not prohibit the Fund from investing in hedging
instruments, the Fund's Trustees propose that the Fund's current fundamental
policy be clarified and remain a fundamental policy and amended as indicated
below.
Current
The Fund cannot purchase or sell real estate, commodities or commodity
contracts. However, the Fund may use hedging instruments approved by
its Board of Trustees whether or not those hedging instruments are
considered commodities or commodity contracts.
Proposed
The Fund cannot invest in real estate, physical commodities or
commodity contracts. However, the Fund may: (1) invest in debt
securities secured by real estate or interests in real estate, or
issued by companies, including real estate investment trusts, that
invest in real estate or interests in real estate; (2) invest in
hedging instruments permitted by any of its other investment policies;
and (3) buy and sell options, futures, securities or other instruments
backed by, or the investment return from which is linked to changes in
the price of physical commodities or currencies.
The purpose of this proposal is to clarify the Fund's permitted investments
and to conform the Fund's policy in this area to one that is expected to
become standard for all Oppenheimer funds. The Trustees believe that
standardized policies will assist the Fund and the Manager in maintaining
compliance with the various investment restrictions to which the Oppenheimer
funds are subject.
J. Industry Concentration.
The Fund currently has a fundamental investment restriction prohibiting it
from "concentrating" its investments, that is, investing "more than 25%" of its
total assets in any one industry, excluding securities issued or guaranteed by
the United States government or its agencies and instrumentalities. Consistent
with how the staff of the Securities and Exchange Commission interprets
"concentration" under the 1940 Act, the Fund interprets this policy to apply to
"25% or more" of its total assets rather than "more than 25%". The Fund's
Trustees propose that the Fund's industry concentration policy remain
fundamental, but be amended to state that it applies to "25% or more" of the
Fund's total assets. The current and proposed policies are stated below.
Current
The Fund cannot invest more than 25% (the Fund applies this policy
limit to 25% or more) of its assets in a single industry. The U.S.
government and its agencies and instrumentalities are not considered to
be in an industry for the purposes of this restriction.
<PAGE>
Proposed
The Fund cannot invest 25% or more of its total assets in any one
industry. That limit does not apply to securities issued or guaranteed
by the U.S. government or its agencies and instrumentalities.
The purpose of this proposal is to clarify the Fund's fundamental policy on
industry concentration and to conform the Fund's policy in this area to one
that is expected to be standard for all Oppenheimer funds. The Trustees
believe that standardized policies will assist the Fund and the Manager in
maintaining compliance with the various investment restrictions to which the
Oppenheimer funds are subject.
K. Investing in Other Investment Companies.
The Fund is currently subject to a fundamental investment restriction
limiting its investment in securities of other investment companies. It is
proposed that the current fundamental restriction be eliminated and replaced
with a non-fundamental policy using the same language. The current and proposed
investment restriction is set forth below.
Current and Proposed
The Fund cannot invest in other investment companies, except if it
acquires them as part of a merger, consolidation, or acquisition of
assets.
The existing restriction is not required to be fundamental under the 1940 Act
and the Board recommends that shareholders change this fundamental investment
restriction to a non-fundamental investment restriction that can be changed in
the future without shareholder approval. The purpose of this proposal is to
provide the Fund with the maximum flexibility permitted by law to pursue its
investment objective.
The ability of the Fund to invest in other investment companies is
restricted by Section 12(d)(1) of the 1940 Act. Section 12 was amended in 1996
by NSMIA to permit mutual funds to enter into fund of funds or master/feeder
arrangements with other mutual funds in a fund complex, and granted the SEC
broad powers to provide exemptive relief for these purposes. The Fund is a party
to an exemptive order from the SEC permitting it to enter into a fund of funds
arrangement. An investment in another investment company may result in the
duplication of expenses. Elimination of this fundamental investment restriction
is necessary to permit the Fund to take advantage of the exemptive relief.
However, the Fund does not currently anticipate participating in a fund of funds
arrangement. Although it may do so in the future, the Fund's prospectus would be
updated to reflect such a change in policy.
L. Repurchase Agreements.
The Fund is currently subject to a fundamental investment restriction concerning
repurchase agreements. It is proposed that the current fundamental policy be
eliminated. The current investment policy is set forth below.
Current
The Fund cannot enter into a repurchase agreement that would cause more
than 25% of its net assets to be subject to repurchase agreements
having a maturity of seven days or less, that would cause more than 5%
of the Fund's net assets to be subject to repurchase agreements having
a maturity beyond seven days, unless ownership and control of the
securities subject to the agreement are transferred to the Fund, or
that would cause 25% of the Fund's total assets to be subject to
repurchase agreements.
The existing policy is not required to be a fundamental policy under the 1940
Act and the Trustees believe that elimination of this policy could increase the
Fund's flexibility when choosing investments in the future without affecting the
risk of an investment in the Fund. The Fund's investment in repurchase
agreements having maturities beyond seven days would not be limited to 5% of the
Fund's net assets if shareholders approve elimination of this policy, unless
shareholders do not approve Proposal 3.F ("Purchasing Restricted or Illiquid
Securities"). If shareholders do approve Proposal 3.F., the Fund's investment in
repurchase agreements maturing in more than seven days would be subject to the
Fund's revised policy of limiting its illiquid assets to 15% of net assets as
described in detail in Proposal 3.F. If shareholders approve elimination of the
Fund's fundamental policy regarding repurchase agreements, the Fund would
continue to require that ownership and control of the underlying securities be
transferred to the Fund consistent with applicable law.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE EACH SUB-PROPOSAL
DESCRIBED ABOVE
PROPOSAL 4: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS OF
THE FUND
Proposal number 4 is composed of four (4) proposed changes to the Fund's current
investment policies. The Board believes that under appropriate circumstances,
the Fund should be permitted to lend money to, and borrow money from, other
Oppenheimer mutual funds (referred to as "inter-fund lending") and pledge its
assets as collateral for the loan as explained in the following proposals. All
of these proposals must be approved together if the inter-fund lending
arrangements described below are to be implemented, and shareholders are
requested to vote to approve or disapprove all proposals together.
A. Borrowing and Pledging of Assets.
The 1940 Act imposes certain restrictions on the borrowing activities of
registered investment companies or mutual funds. The restrictions on borrowing
are generally designed to protect mutual fund shareholders and their investment
by restricting a fund's ability to subject its assets to claims of creditors who
might have a claim to the fund's assets that would take priority over the claims
of shareholders. A fund's borrowing restriction must be a fundamental investment
restriction.
Under the 1940 Act, a fund may borrow from banks up to one-third of its
total assets (including the amount borrowed). In addition, a fund may borrow up
to 5% of its total assets for temporary purposes from any person. Section 18 of
the 1940 Act deems a loan temporary if it is repaid within 60 days and not
extended or renewed. Funds typically borrow money to meet redemptions in order
to avoid forced, unplanned sales of portfolio securities. This technique allows
a fund greater flexibility to buy and sell portfolio securities for investment
or tax considerations, rather than for cash flow considerations. Currently, the
Fund does not anticipate that its borrowings would exceed five (5) percent of
its net assets.
The Fund is currently subject to a fundamental investment restriction
concerning borrowing which is more restrictive than required by the 1940 Act.
The Board proposes that the Fund's restriction on borrowing be amended to permit
the Fund to borrow from banks and/or affiliated investment companies up to
one-third of its total assets (including the amount borrowed). As amended, the
Fund's restriction on borrowing would remain a fundamental restriction
changeable only by the vote of a majority of the outstanding voting securities
of the Fund as defined in the 1940 Act.
The Fund is also currently subject to a fundamental investment restriction
concerning the pledging of Fund assets. It is proposed that this current
fundamental investment restriction by eliminated.
The existing restriction concerning pledging of the Fund's assets is not
required to be fundamental under the 1940 Act, and therefore, the Board believes
that the Fund should be provided with the maximum flexibility permitted by law
to pursue its investment objective. The 1940 Act prohibitions on borrowing by
the Fund would continue to apply as discussed below. Therefore, the Fund will be
able to pledge up to 33 1/3% of its total assets for borrowing money. The
Trustees recommend that this restriction be eliminated so that the Fund may
enter into collateral arrangements entered into in connection with its borrowing
requirements and consistent with the discussion on "Borrowing" below.
The current and proposed fundamental investment restrictions are set forth
below.
Current Proposed
The Fund cannot borrow money except The Fund cannot borrow money in excess from
banks in amounts not in excess of 33-1/3% of the value of its total of 5% of
the value of its assets. It assets. The Fund may borrow only from can borrow
only as a temporary banks and/or affiliated investment measure. Borrowing may
not be done companies. With respect to this for leverage, but only for
liquidity fundamental policy, the Fund can purposes to meet requests to redeem
borrow only if it maintains a 300% the Fund's shares when liquidating ratio of
assets to borrowings at all portfolio securities is considered times in the
manner set forth in the inconvenient or disadvantageous. No Investment Company
Act of 1940. assets of the Fund may be pledged, mortgaged or hypothecated other
than to secure a borrowing, but the amount pledged must not exceed 7.5% of the
Fund's total assets. However, the escrow arrangements for options trading and
collateral or margin arrangements for hedging instruments approved by the
Fund's Board of Trustees are not prohibited by this restriction against
mortgaging, hypothecating or pledging the Fund's assets. The Fund is also
permitted to enter into reverse repurchase agreements and when-issued and
delayed delivery transactions.
The current restriction on borrowing is silent with respect to the
permissible entities that the Fund may borrow from. The Board proposes that this
restriction be amended to permit the Fund to borrow money from banks and/or from
affiliated investment companies provided such borrowings do not exceed 33-1/3%
of its total assets.
Permitting the Fund to borrow money from affiliated funds (for example,
those funds in the OppenheimerFunds complex) would afford the Fund the
flexibility to use the most cost-effective alternative to satisfy its borrowing
requirements. The Trustees believe that the Fund may be able to obtain lower
interest rates on its borrowings from affiliated funds than it would through
traditional bank channels.
Current law prohibits the Fund from borrowing from other funds of the
OppenheimerFunds complex. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet decided to apply for such
an order and there is no guarantee any such order would be granted, even if
applied for. Until the SEC has approved an inter-fund lending application, the
Fund will not engage in borrowing from affiliated investment companies.
The Fund will not borrow from affiliated funds unless the terms of the
borrowing arrangement are at least as favorable as the terms the Fund could
otherwise negotiate with a third party. To assure that the Fund will not be
disadvantaged by borrowing from an affiliated Fund, certain safeguards may be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the fund will not borrow money from
affiliated funds unless the interest rate is more favorable than available bank
loan rates; the Fund's borrowing from affiliated funds must be consistent with
its investment objective and investment policies; the loan rates will be
determined by a pre-established formula based on quotations from independent
banks; if the Fund has outstanding borrowings from all sources greater than 10%
of its total assets, then the Fund must secure each additional outstanding
inter-fund loan by segregating liquid assets of the Fund as collateral; the Fund
cannot borrow from an affiliated fund in excess of 125% of its total redemptions
for the preceding seven days; each inter-fund loan may be repaid on any day by
the Fund; and the Trustees will be provided with a report of all inter-fund
loans and the Trustees will monitor all such borrowings to ensure that the
Fund's participation is appropriate.
In determining to recommend the proposed amendment to shareholders for
approval, the Board considered the possible risks to the Fund from participation
in the inter-fund lending program. There is a risk that a borrowing fund could
have a loan called on one day's notice. In that circumstance, the borrowing fund
might have to borrow from a bank at a higher interest cost if money to lend were
not available from another Oppenheimer fund. The Board considered that the
benefits to the Fund of participating in the program outweigh the possible risks
to the Fund from such participation.
Shareholders are being asked to approve an amendment to the Fund's
fundamental policy on borrowing and are also being asked to approve an amendment
to the Fund's fundamental restriction on lending (paragraph B "Lending," below).
If this proposal 4 is adopted, the Fund, subject to its investment objectives
and policies, will be able to participate in the inter-fund lending program as
both a lender and a borrower.
B. Lending.
Under the 1940 Act, a fund's restriction regarding lending must be
fundamental. Under its current restriction, the Fund is permitted to enter into
repurchase agreements, which may be considered a loan, and is permitted to lend
its portfolio securities.
It is proposed that the current fundamental restriction be amended to
permit the Fund to lend its assets to affiliated investment companies (for
example, other funds in the OppenheimerFunds complex). In addition, the Fund
also proposes to clearly state that investments in debt instruments or other
similar evidences of indebtedness are not prohibited by the Fund's investment
restriction on making loans. Before an inter-fund lending arrangement can be
established, the Fund must obtain approval from the SEC. Implementation of
inter-fund lending would be accomplished consistent with applicable regulatory
requirements, including the provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet decided to apply for such
an order and there is no guarantee any such order would be granted, even if
applied for. Until the SEC has approved an inter-fund lending application, the
Fund will not engage in lending with affiliated investment companies. As
amended, the restriction on lending for the Fund would remain a fundamental
restriction changeable only by the vote of a majority of the outstanding voting
securities as defined in the 1940 Act of the Fund. The current and proposed
fundamental investment restrictions are set forth below.
Current Proposed
The Fund cannot make loans. However, The Fund cannot make loans except
it can buy debt securities and enter (a) through lending of securities,
into repurchase agreements. The Fund (b) through the purchase of debt
may also lend its portfolio securities in securities or similar evidences of
in amounts not exceeding 25% of its total indebtedness, c) through an inter-
assets. Those loans of portfolio fund lending program with other
securities must be collateralized by affiliated funds, provided that
cash or U.S. government securities equal no such loan may be made if, as a
at all times to at least 100% of the result, the aggregate of such loans
value of the securities loaned, including would exceed 33 1/3% of the value of
accrued interest. its total assets (taken at market
value at the time of such loans),
and (d) through repurchase
agreements.
The reason for lending money to an affiliated fund is that the lending fund may
be able to obtain a higher rate of return than it could from interest rates on
alternative short-term investments. To assure that the Fund will not be
disadvantaged by making loans to affiliated funds, certain safeguards will be
implemented. Examples of the types of safeguards which the SEC may require may
include some or all of the following: the Fund will not lend money to affiliated
funds unless the interest rate on such loan is determined to be reasonable under
the circumstances; the Fund may not make inter-fund loans in excess of 7.5% of
its net assets; an inter-fund loan to any one affiliated fund shall not exceed
5% of the Fund's net assets; an inter-fund loan may not be outstanding for more
than seven days; each inter-fund loan may be called on one business day's
notice; and the Manager will provide the Trustees reports on all inter-fund
loans demonstrating that the Fund's participation is appropriate and that the
loan is consistent with its investment objectives and policies.
When the Fund lends assets to another affiliated fund, the lending fund is
subject to credit risks if the borrowing fund fails to repay the loan. The
Trustees believe that the risk is minimal.
C. Diversification.
Under the 1940 Act, a fund's policy regarding diversification must be
fundamental. Currently, the Fund's policy with respect to diversification
applies to 100% of the Fund's total assets. Specifically, the Fund cannot buy
securities of any one issuer if more than 5% of its total assets would be
invested in securities of that issuer or if it would then own more than 10% of
that issuer's voting securities. The limit does not apply to securities issued
by the U.S. government or any of its agencies or instrumentalities. The Board
proposes that the Fund's policy with respect to diversification be amended to
apply to 75% of the Fund's total assets. This change would be consistent with
the requirements of the 1940 Act and would promote the standardization of
fundamental investment restrictions among the funds in the OppenheimerFunds
complex.
As amended, the policy on diversification for the Fund would remain a
fundamental policy changeable by the vote of a majority of the outstanding
voting securities as defined in the 1940 Act. The current and proposed
fundamental investment policies are set forth below.
Current
The Fund cannot buy securities of any one issuer if more than 5% of its
total assets would be invested in securities of that issuer or if it would
then own more than 10% of the issuer's voting securities. The limit does
not apply to securities issued by the U.S. government or any of its
agencies or instrumentalities.
Proposed
The Fund cannot buy securities or other instruments issued or guaranteed
by any one issuer if more than 5% of its total assets would be invested in
securities or other instruments of that issuer or if it would then own
more than 10% of that issuer's voting securities. This limitation applies
to 75% of the Fund's total assets. The limit does not apply to securities
issued by the U.S. government or any of its agencies or instrumentalities
or securities of other investment companies.
The proposed policy would permit the Fund to enter into a fund of funds
arrangement as previously discussed in Paragraph K of Proposal 3 ("Investing in
Other Investment Companies") and to lend its assets to affiliated investment
companies (for example, other funds in the OppenheimerFunds complex) as
discussed above in Paragraph B of this Proposal 4 ("Lending").
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
PROPOSAL 5: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST
The Board of Trustees has approved and recommends that the shareholders of the
Trust authorize them to adopt and execute the Amended and Restated Declaration
of Trust for the Trust in the form attached to this Proxy Statement as Exhibit A
(New Declaration of Trust). The attached New Declaration of Trust has been
marked to show changes from the Trust's existing Declaration of Trust (Current
Declaration of Trust). The New Declaration of Trust is a more modern form of
trust instrument for a Massachusetts business trust, and going forward, will be
used as the standard Declaration of Trust for all new OppenheimerFunds
Massachusetts business trusts.
Adoption of the New Declaration of Trust will not result in any changes in the
Fund's Trustees or officers or in the investment policies and shareholder
services described in the Fund's current prospectus.
Generally, a majority of the Trustees may amend the Current Declaration of Trust
when authorized by a "majority of the outstanding voting securities" (as defined
in the 1940 Act) of the Trust. The Trustees approved the form of the New
Declaration of Trust and authorized the submission of the New Declaration of
Trust to the Trust's shareholders for their authorization at this Meeting.
The New Declaration of Trust amends the Current Declaration of Trust in a number
of significant ways. The following discussion summarizes some of the more
significant amendments to the Current Declaration of Trust effected by the New
Declaration of Trust.
In addition to the changes described below, there are other substantive and
stylistic differences between the New Declaration of Trust and the Current
Declaration of Trust. The following summary is qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as
Exhibit A to this Proxy Statement.
Significant Changes Effected by the New Declaration of Trust.
Reorganization of the Trust or Its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to reorganize the Trust
or any of its series or classes into a newly formed entity without shareholder
approval. The Current Declaration of Trust requires shareholder approval in
order to reorganize the Trust or any of its series. Currently, the Fund is the
sole series of the Trust.
Under certain circumstances, it may not be in the shareholders' interest to
require a shareholder meeting to permit the Trust or a series of the Trust to
reorganize into a newly formed entity. For example, in order to reduce the cost
and scope of state regulatory constraints or to take advantage of a more
favorable tax treatment offered by another state, the Trustees may determine
that it would be in the shareholders' interests to reorganize the Trust or a
series of the Trust to domicile it in another state or to change its legal form.
Under the Current Declaration of Trust, the Trustees cannot effectuate such a
potentially beneficial reorganization without first conducting a shareholder
meeting and incurring the attendant costs and delays. In contrast, the New
Declaration of Trust gives the Trustees the flexibility to reorganize the Trust
or any of its series into a newly formed entity and achieve potential
shareholder benefits without incurring the delay and costs of a proxy
solicitation. Such flexibility should help to assure that the Trust operates
under the most appropriate form of organization. The Trustees have no intention
at this time of reorganizing the Trust into a newly formed entity.
Before allowing a trust or a series reorganization to proceed without
shareholder approval, the Trustees have a fiduciary responsibility to first
determine that the proposed transaction is in the shareholders' interest. Any
exercise of the Trustees' increased authority under the New Declaration of Trust
is also subject to any applicable requirements of the 1940 Act and Massachusetts
law. Of course, in all cases, the New Declaration of Trust would require that
shareholders receive written notification of any transaction.
The New Declaration of Trust does not give the Trustees the authority to merge a
series with another operating mutual fund or sell all or a portion of a series'
assets to another operating mutual fund without first seeking shareholder
approval. Under the New Declaration of Trust, shareholder approval is still
required for these transactions.
Termination of the Trust or its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to terminate the Trust or
any of its series or classes of shares without shareholder approval, provided
the Trustees determine that such action is in the best interest of shareholders
affected. Affected shareholders would receive written notice of any such
termination. The Trustees have no current intentions of terminating the Trust,
or class of shares.
Under certain circumstances, it may not be in the shareholders' interest to
require a shareholder meeting to permit the Trustees to terminate the Trust or a
series or class of shares. For example, a series may have insufficient assets to
invest effectively or a series or a class of shares may have excessively high
expense levels due to operational needs. Under such circumstances, absent viable
alternatives, the Trustees may determine that terminating the series or class of
shares is in the shareholders' interest and the only appropriate course of
action. The process of obtaining shareholder approval of the series' or classes'
termination may, however, make it more difficult to complete the series' or
classes' liquidation and termination and, in general, will increase the costs
associated with the termination. In such a case, it may be in the shareholders'
interest to permit the series' or classes' termination without incurring the
costs and delays of a shareholder meeting.
As discussed above, before allowing the Trust or a series or class to terminate
without shareholder approval, the Trustees have a fiduciary responsibility to
first determine that the proposed transaction is in the shareholders' interest.
Any exercise of the Trustees' increased authority under the New Declaration of
Trust is also subject to any applicable requirements of the 1940 Act and
Massachusetts law, and shareholders' receipt of written notification of the
transaction.
Future Amendments of the Declaration of Trust. The New Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval. Under the New Declaration of Trust, shareholders
generally have the right to vote on any amendment affecting their right to vote,
on any amendment affecting the New Declaration of Trust's amendment provisions,
on any amendment affecting the shareholders' rights to indemnification, and on
any amendment affecting the shareholders' rights to vote on the merger or sale
of the Trusts', series', or classes' assets to another issuer. The Current
Declaration of Trust, on the other hand, generally gives shareholders the
exclusive power to amend the Declaration of Trust with certain limited
exceptions. By allowing amendment of the Declaration of Trust without
shareholder approval, the New Declaration of Trust gives the Trustees the
authority to react quickly to future contingencies. As mentioned above, such
increased authority remains subordinate to the Trustees' continuing fiduciary
obligations to act with due care and in the shareholders' interest.
Other Changes Effected by the New Declaration of Trust
In addition to the significant changes described above, the New
Declaration of Trust modifies the Current Declaration of Trust in a number of
important ways, including, but not limited to, the following:
a. The New Declaration of Trust clarifies that no shareholders of any
series or class shall have a claim on the assets of another series or
class.
b. As a general matter, the New Declaration of Trust modifies the Current
Declaration of Trust to incorporate appropriate references to classes of
shares.
c. The New Declaration of Trust modifies the Current Declaration of Trust
by changing the par value of the Trust's shares from no par value to $.001
par value.
d. The New Declaration of Trust modifies the Current Declaration of Trust
by giving the Trustees the power to effect a reverse stock split, and to
make distributions in-kind.
e. The New Declaration of Trust modifies the Current Declaration of Trust
so that all Shares of all Series vote together on issues to be voted on
unless (i) separate Series or Class voting is otherwise required by the
1940 Act or the instrument establishing such Shares, in which case the
provisions of the 1940 Act or such instrument, as applicable, will control,
or (ii) unless the issue to be voted on affects only particular Series or
Classes, in which case only Series or Classes so affected will be entitled
to vote.
f. The New Declaration of Trust clarifies that proxies may be voted
pursuant to any computerized, telephonic or mechanical data gathering
device, that Shareholders receive one vote per Share and a proportional
fractional vote for each fractional share, and that, at a meeting,
Shareholders may vote on issues with respect to which a quorum is present,
while adjourning with respect to issues for which a quorum is not present.
g. The New Declaration of Trust clarifies various existing trustee powers.
For example, the New Declaration of Trust clarifies that the Trustees may
appoint and terminate agents and consultants and hire and terminate
employees; in addition to banks and trust companies, the Trustees may
employ as fund custodian companies that are members of a national
securities exchange or other entities permitted under the 1940 Act; to
retain one or more transfer agents and employ sub-agents; delegate
authority to investment advisors and other agents or independent
contractors; pledge, mortgage or hypothecate the assets of the Trust; and
operate and carry on the business of an investment company. The New
Declaration of Trust clarifies or adds to the list of trustee powers. For
example, the Trustees may sue or be sued in the name of the Trust; make
loans of cash and/or securities; enter into joint ventures, general or
limited partnerships and other combinations or associations; endorse or
guarantee the payment of any notes or other obligations of any person or
make contracts of guarantee or suretyship or otherwise assume liability for
payment; purchase insurance and/or bonding; pay pensions and adopt
retirement, incentive and benefit plans; and adopt 12b-1 plans (subject to
shareholder approval).
h. The New Declaration of Trust clarifies that the Trust may redeem shares
of a class or series held by a shareholder for any reason, including but
not limited to reimbursing the Trust or the distributor for the
shareholder's failure to make timely and good payment; failure to supply a
tax identification number; pursuant to authorization by a shareholder to
pay fees or make other payments to third parties; and failure to maintain a
minimum account balance as established by the Trustees from time to time.
i. The New Declaration of Trust clarifies that a trust is created and not a
partnership, joint stock association, corporation, bailment, or any other
form of legal relationship, and expressly disclaims shareholder and Trustee
liability for the acts and obligations of the Trust.
j. The New Declaration of Trust clarifies that the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any officer, agent,
employee, consultant, advisor, administrator, distributor or principal
underwriter, custodian or transfer agent of the Trust nor shall a Trustee
be responsible for the act or omission of any other Trustee.
THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS PROPOSAL
INFORMATION ABOUT THE FUND
The SEC requires that the following information be provided to the Fund's
shareholders.
Fund Information. As of December 29, 2000, the Fund had 117,730,275.459 shares
outstanding, consisting of 65,293,352.944 Class A, 33,732,692.057 Class B,
17,244,924.365 Class C and 1,459,306.093 Class Y shares. Each share has voting
rights as stated in this Proxy Statement and is entitled to one vote for each
share (and a fractional vote for a fractional share).
Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients may exceed 5% of the total shares outstanding. As of December 29, 2000,
the only persons who owned of record or were known by the Fund to own
beneficially 5% or more of any class of the Fund's outstanding shares were:
Merrill Lynch Pierce Fenner & Smith, 4800 Deer Lake Drive E., 3rd Floor,
Jacksonville, Florida 32246, which owned 1,614,366.333 Class C shares
(representing approximately 9.36% of the Fund's then-outstanding Class C
shares), for the benefit of its customers.
Oppenheimer Capital Preservation Fund, 6803 South Tucson Way, Englewood,
CO 80112-3924, which owned 1,459,209.194 Class Y shares (representing
approximately 99.99% of the Fund's then-outstanding Class Y shares), for
the benefit of its shareholders.
The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of the Fund's business, pursuant to its investment advisory agreement with the
Fund. OppenheimerFunds Distributor, Inc., a wholly-owned subsidiary of the
Manager, is the general distributor (the "Distributor") of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, located at 6803 South
Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Fund, for which it was paid
$1,526,586 by the Fund during the fiscal year ended September 30, 2000.
The Manager (including subsidiaries and affiliates) currently manages investment
companies, including other Oppenheimer funds, with assets of more than $125
billion as of December 31, 2000, and with more than 5 million shareholder
accounts. The Manager is a wholly-owned subsidiary of Oppenheimer Acquisition
Corp. ("OAC"), a holding company controlled by Massachusetts Mutual Life
Insurance Company ("MassMutual"). The Manager, the Distributor and OAC are
located at Two World Trade Center, New York, New York 10048. MassMutual is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22, 1990. As indicated below, the common stock of OAC is
owned by (i) certain officers and/or directors of the Manager, (ii) MassMutual
and (iii) another investor. No institution or person holds 5% or more of OAC's
outstanding common stock except MassMutual. MassMutual has engaged in the life
insurance business since 1851.
The common stock of OAC is divided into three classes. Effective as of August 1,
1997, OAC declared a ten for one stock split. At December 31, 2000, on a
post-split basis, MassMutual held (i) all of the 21,600,000 shares of Class A
voting stock, (ii) 11,037,845 shares of Class B voting stock, and (iii)
19,154,597 shares of Class C non-voting stock. This collectively represented
92.34% of the outstanding common stock and 91.7% of the voting power of OAC as
of that date. Certain officers and/or directors of the Manager held (i)
2,562,990 shares of the Class B voting stock, representing 5.38% of the
outstanding common stock and 7.2% of the voting power, (ii) 456,268 shares of
Class C non-voting stock, and (iii) options acquired without cash payment which,
when they become exercisable, allow the holders to purchase up to 484,826 shares
of Class C non-voting stock. That group includes persons who serve as officers
of the Fund and Bridget A. Macaskill and James C. Swain, who serve as Trustees
of the Fund.
Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on earnings of the
Manager). MassMutual may exercise call (purchase) options on all outstanding
shares of both such classes of common stock and vested options at the same
formula price. From the period June 30, 1999 to December 31, 2000, the only
transactions on a post-split basis by persons who serve as Trustees of the Fund
were by Mr. Swain who exercised 110,000 options to Mass Mutual for a combined
cash payment of $4,281,800 and Ms. Macaskill who exercised 451,540 options to
Mass Mutual for a combined cash payment of $15,483,899.
The names and principal occupations of the executive officers and directors of
the Manager are as follows: John Murphy, President and Chief Operating Officer
and a director; Bridget A. Macaskill, Chief Executive Officer, Chairman and a
director; James C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice
President, Chief Financial Officer and a director; O. Leonard Darling, Vice
Chairman, Executive Vice President, Chief Investment Officer, and a director;
Andrew J. Donohue, Executive Vice President, General Counsel and a director;
George Batejan, Executive Vice President and Chief Information Officer; Craig
Dinsell, Loretta McCarthy, James Ruff and Andrew Ruotolo, Executive Vice
Presidents; Brian W. Wixted, Senior Vice President and Treasurer; and Charles
Albers, Victor Babin, Bruce Bartlett, Robert A. Densen, Ronald H. Fielding,
Robert B. Grill, Robert Guy, Steve Ilnitzki, Lynn Oberist Keeshan, Thomas W.
Keffer, Avram Kornberg, John S. Kowalik, Chris Leavy, Andrew J. Mika, David
Negri, David Robertson, Richard Rubinstein, Arthur Steinmetz, John Stoma, Jerry
A. Webman, William L. Wilby, Donna Winn, Carol Wolf, Kurt Wolfgruber, Robert G.
Zack, and Arthur J. Zimmer, Senior Vice Presidents. These officers are located
at one of the three offices of the Manager: Two World Trade Center, New York, NY
10048-0203; 6803 South Tucson Way, Englewood, CO 80112;and 350 Linden Oaks,
Rochester, NY 14625-2807.
Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Fund's securities and other assets.
Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended September 30, 2000, has previously been sent to shareholders.
Upon request, shareholders may obtain without charge a copy of the Annual and
Semi-Annual Reports by writing the Fund at the address above or calling the Fund
at 1.800.525.7048. The Fund's transfer agent will provide a copy of the Annual
Report promptly upon request.
To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each annual and semi-annual report to shareholders having the
same last name and address on the Fund's records. The consolidation of these
mailings, called householding, benefits the Fund through reduced mailing
expenses.
If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at 1.800.525.7048.
You may also notify the Transfer Agent in writing. Individual copies of
prospectuses and reports will be sent to you within 30 days after the Transfer
Agent receives your request to stop householding.
FURTHER INFORMATION ABOUT VOTING AND THE MEETING
Solicitation of Proxies. The cost of preparing, printing and mailing the proxy
ballot, notice of meeting, and this Proxy Statement and all other costs incurred
with the solicitation of proxies, including any additional solicitation by
letter, telephone or otherwise, will be paid by the Fund. In addition to
solicitations by mail, officers of the Fund or officers and employees of
OppenheimerFunds Services, without extra compensation, may conduct additional
solicitations personally or by telephone. Any expenses so incurred will be borne
by OppenheimerFunds Services.
Proxies also may be solicited by a proxy solicitation firm hired at the Fund's
expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been received.
Authorization to permit the solicitation firm to execute proxies may be obtained
by telephonic instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. These procedures have been reasonably designed to ensure that the
identity of the shareholder providing voting instructions is accurately
determined and that the voting instructions of the shareholder are accurately
recorded.
In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address, the
last four digits of the shareholder's social security or employer identification
number, title (if the shareholder is authorized to act on behalf of an entity,
such as a corporation), the number of shares owned and to confirm that the
shareholder has received the Proxy Statement and ballot in the mail. If the
information solicited agrees with the information provided to the solicitation
firm, the solicitation firm representative has the responsibility to explain the
process, read the proposals listed on the proxy ballot, and ask for the
shareholder's instructions on such proposals. The solicitation firm
representative, although he or she is permitted to answer questions about the
process, is not permitted to recommend to the shareholder how to vote, other
than to read any recommendation set forth in the Proxy Statement. The
solicitation firm representative will record the shareholder's instructions on
the card. Within 72 hours, the shareholder will be sent a letter or mailgram to
confirm his or her vote and asking the shareholder to call the solicitation firm
immediately if his or her instructions are not correctly reflected in the
confirmation.
It is anticipated the cost of engaging a proxy solicitation firm would not
exceed $25,000 plus the additional costs, that may be substantial, incurred in
connection with contacting those shareholders who have not voted. Brokers, banks
and other fiduciaries may be required to forward soliciting material to their
principals and to obtain authorization for the execution of proxies. For those
services they will be reimbursed by the Fund for their out-of-pocket expenses.
If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the proxy
ballot originally sent with the Proxy Statement in the postage paid envelope
provided or attend in person. Should shareholders require additional information
regarding the proxy ballot or a replacement proxy ballot, they may contact us
toll-free at 1.800.525.7048. Any proxy given by a shareholder, whether in
writing or by telephone, is revocable as described below under the paragraph
entitled "Revoking a Proxy."
Please take a few moments to complete your proxy promptly. You may provide your
completed proxy via facsimile, telephonically or by mailing the proxy card in
the postage paid envelope provided. You also may cast your vote by attending the
Meeting in person.
Telephone Voting. The Fund has arranged to have votes recorded by telephone. The
voting procedures used in connection with telephone voting are designed to
authenticate the identity of shareholders, to permit shareholders to authorize
the voting of their shares in accordance with their instructions and to confirm
that their instructions have been properly recorded. Shareholders must enter a
unique control number found on their respective proxy ballots before providing
voting instructions by telephone. After a shareholder provides his or her voting
instructions, those instructions are read back to the shareholder and the
shareholder must confirm his or her voting instructions before disconnecting the
telephone call.
Voting By Broker-Dealers. Shares owned of record by broker-dealers for the
benefit of their customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) as record holder vote such shares for the election of
Trustees and on the Proposals in the same proportion as that broker-dealer votes
street account shares for which voting instructions were received in time to be
voted. Beneficial owners of street account shares cannot vote in person at the
meeting. Only record owners may vote in person at the meeting.
A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.
Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans. Shares
held in OppenheimerFunds-sponsored retirement accounts for which votes are not
received as of the last business day before the Meeting Date, will be voted by
the trustee for such accounts in the same proportion as Shares for which voting
instructions from the Fund's other shareholders have been timely received.
Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.
Required Vote. Approval of Proposals 1 and 2 requires the affirmative vote of a
majority of the shares voted on those proposals at the meeting. Approval of
Proposals 3 through 5 requires the affirmative vote of a "majority" (as defined
in the 1940 Act) of the outstanding voting securities of the Fund voting in the
aggregate and not by class. As defined in the 1940 Act, the vote of a majority
of the outstanding shares means the vote of (1) 67% or more of the Fund's
outstanding shares present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (2) more
than 50% of the Fund's outstanding shares, whichever is less.
How are votes counted? The individuals named as proxies on the proxy ballots (or
their substitutes) will vote according to your directions if your proxy is
received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote your
shares on a proposal by checking the appropriate box "FOR" or "AGAINST," or
instruct them not to vote those shares on the proposal by checking the "ABSTAIN"
box. Alternatively, you may simply sign, date and return your proxy ballot with
no specific instructions as to the proposals. If you properly execute and return
a proxy but fail to indicate how the votes should be cast, the proxy will be
voted in favor of the election of each of the nominees named in this Proxy
Statement for Trustee and in favor of each Proposal.
Shares of the Fund may be held by insurance company separate accounts for the
benefit of insurance company contract holders. If the insurance company does not
timely receive voting instructions from contract holders with respect to such
Shares, the insurance company will vote such Shares, as well as Shares the
insurance company itself owns, in the same proportion as Shares for which voting
instructions from contract holders are timely received.
Revoking a Proxy. You may revoke your previously granted proxy at any time
before it is exercised by (1) delivering a written notice to the Fund expressly
revoking your proxy, (2) signing and forwarding to the Fund a later-dated proxy,
or (3) attending the Meeting and casting your votes in person.
Shareholder Proposals. The Fund is not required to hold shareholder meetings on
a regular basis. Special meetings of shareholders may be called from time to
time by either the Fund or the shareholders (for certain matters and under
special conditions described in the Statement of Additional Information). Under
the proxy rules of the Securities and Exchange Commission, shareholder proposals
which meet certain conditions may be included in a Fund's proxy statement for a
particular meeting. Those rules require that for future meetings, the
shareholder must be a record or beneficial owner of Fund shares either (i) with
a value of at least $2,000 or (ii) in an amount representing at least 1% of the
Fund's securities to be voted, at the time the proposal is submitted and for one
year prior thereto, and must continue to own such shares through the date on
which the meeting is held. Another requirement relates to the timely receipt by
the Fund of any such proposal. Under those rules, a proposal must have been
submitted a reasonable time before the Fund began to print and mail this Proxy
Statement to be included in this Proxy Statement. A proposal submitted for
inclusion in the Fund's proxy material for the next meeting after the meeting to
which this proxy statement relates must be received by the Fund a reasonable
time before the Fund begins to print and mail the proxy materials for that
meeting. Notice of shareholder proposals to be presented at the meeting must
have been received within a reasonable time before the Fund began to mail this
Proxy Statement. The fact that the Fund receives a proposal from a qualified
shareholder in a timely manner does not ensure its inclusion in the proxy
material, since there are other requirements under the proxy rules for such
inclusion.
OTHER MATTERS
The Board does not intend to bring any matters before the Meeting other
than Proposals 1 through 5 and the Board and the Manager are not aware of any
other matters to be brought before the Meeting by others. Since matters not
known at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy (or their substitutes) to vote the proxy in accordance with their
judgment on such matters.
In the event a quorum is not present or sufficient votes in favor of one
or more Proposals set forth in the Notice of Meeting of Shareholders are not
received by the date of the Meeting, the persons named in the enclosed proxy (or
their substitutes) may propose and approve one or more adjournments of the
Meeting to permit further solicitation of proxies with respect to any such
proposal. All such adjournments will require the affirmative vote of a majority
of the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as proxies on the proxy ballots (or their
substitutes) will vote the Shares present in person or by proxy (including
broker non-votes and abstentions) in favor of such an adjournment if they
determine additional solicitation is warranted and in the interests of the
Fund's shareholders. A vote may be taken on one or more of the proposals in this
proxy statement prior to any such adjournment if a quorum is present, sufficient
votes for its approval have been received and it is otherwise appropriate.
By Order of the Board of Trustees,
Andrew J. Donohue, Secretary
February 9, 2001
855_Proxy-0900_Pre.doc
<PAGE>
EXHIBIT A
AMENDED AND RESTATED DECLARATION OF TRUST
OF
OPPENHEIMER LIMITED-TERM GOVERNMENT FUND
This DECLARATION OF TRUST, made as of the 26th day of August, 1997, by and
among the individuals executing this Declaration of Trust as the Trustees, and
amended and restated this ___ day of ___________, 2001.
WHEREAS, the Trustees wish to establish a trust fund under the laws of the
Commonwealth of Massachusetts, for the investment and reinvestment of funds
contributed thereto;
NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust in trust as herein set forth below.
ARTICLE FIRST - NAME
------------- ----
This Trust shall be known as OPPENHEIMER LIMITED-TERM GOVERNMENT FUND. The
address of Oppenheimer Limited-Term Government Fund is 6803 South Tucson Way,
Englewood, CO 80112. The Registered Agent for Service is Massachusetts Mutual
Life Insurance Company, 1295 State Street, Springfield, Massachusetts 01111,
Attention: Stephen Kuhn, Esq.
ARTICLE SECOND - DEFINITIONS
-------------- -----------
Whenever used herein, unless otherwise required by the context or
specifically provided:
1. All terms used in this Declaration of Trust that are defined in the
1940 Act (defined below) shall have the meanings given to them in the 1940 Act.
2. "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations of the Commission thereunder, all as amended from time to time.
3. "Board" or "Board of Trustees" or the "Trustees" means the Board of
Trustees of the Trust.
4. "By-Laws" means the By-Laws of the Trust as amended from time to time.
5. "Class" means a class of a series of shares of the Trust established
and designated under or in accordance with the provisions of Article FOURTH.
6. "Commission" means the Securities and Exchange Commission.
7. "Declaration of Trust" shall mean this Amended and Restated
Declaration of Trust as it may be amended or restated from time to time.
8. "Majority Vote of Shareholders" shall mean, with respect to any matter on
which the Shares of the Trust or of a Series or Class thereof, as the case may
be, may be voted, the "vote of a majority of the outstanding voting securities"
(as defined in the 1940 Act or the rules and regulations of the Commission
thereunder) of the Trust or such Series or Class, as the case may be.
9. "Net asset value" means, with respect to any Share of any Series, (i)
in the case of a Share of a Series whose Shares are not divided into Classes,
the quotient obtained by dividing the value of the net assets of that Series
(being the value of the assets belonging to that Series less the liabilities
belonging to that Series) by the total number of Shares of that Series
outstanding, and (ii) in the case of a Share of a Class of Shares of a Series
whose Shares are divided into Classes, the quotient obtained by dividing the
value of the net assets of that Series allocable to such Class (being the value
of the assets belonging to that Series allocable to such Class less the
liabilities belonging to such Class) by the total number of Shares of such Class
outstanding; all determined in accordance with the methods and procedures,
including without limitation those with respect to rounding, established by the
Trustees from time to time.
10. "Series" refers to series of shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.
11. "Shareholder" means a record owner of Shares of the Trust.
12. "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Series or Class of the Trust (as the
context may require) shall be divided from time to time and includes fractions
of Shares as well as whole Shares.
13. "Trust" refers to the Massachusetts business trust created by this
Declaration of Trust, as amended or restated from time to time.
14. "Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the time
being in office as such trustees.
ARTICLE THIRD - PURPOSE OF TRUST
------------- ----------------
The purpose or purposes for which the Trust is formed and the business or
objects to be transacted, carried on and promoted by it are as follows:
1. To hold, invest or reinvest its funds, and in connection therewith to
hold part or all of its funds in cash, and to purchase or otherwise acquire,
hold for investment or otherwise, sell, lend, pledge, mortgage, write options
on, lease, sell short, assign, negotiate, transfer, exchange or otherwise
dispose of or turn to account or realize upon, securities (which term
"securities" shall for the purposes of this Declaration of Trust, without
limitation of the generality thereof, be deemed to include any stocks, shares,
bonds, financial futures contracts, indexes, debentures, notes, mortgages or
other obligations, and any certificates, receipts, warrants or other instruments
representing rights to receive, purchase or subscribe for the same, or
evidencing or representing any other rights or interests therein, or in any
property or assets) created or issued by any issuer (which term "issuer" shall
for the purposes of this Declaration of Trust, without limitation of the
generality thereof, be deemed to include any persons, firms, associations,
corporations, syndicates, business trusts, partnerships, investment companies,
combinations, organizations, governments, or subdivisions thereof) and in
financial instruments (whether they are considered as securities or
commodities); and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to do any
and all acts and things for the preservation, protection, improvement and
enhancement in value of any or all such securities or financial instruments.
2. To borrow money and pledge assets in connection with any of the objects
or purposes of the Trust, and to issue notes or other obligations evidencing
such borrowings, to the extent permitted by the 1940 Act and by the Trust's
fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration (including without limitation thereto, securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue, redeem or cancel its Shares, or to classify or reclassify any unissued
Shares or any Shares previously issued and reacquired of any Series or Class
into one or more Series or Classes that may have been established and designated
from time to time, all without the vote or consent of the Shareholders of the
Trust, in any manner and to the extent now or hereafter permitted by this
Declaration of Trust.
5. To conduct its business in all its branches at one or more offices in
New York, Colorado and elsewhere in any part of the world, without restriction
or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any securities or other instruments of, or share of interest
in, any issuer, and in connection therewith or make or enter into such deeds or
contracts with any issuers and to do such acts and things and to exercise such
powers, as a natural person could lawfully make, enter into, do or exercise.
7. To do any and all such further acts and things and to exercise any and
all such further powers as may be necessary, incidental, relative, conducive,
appropriate or desirable for the accomplishment, carrying out or attainment of
all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of this Declaration
of Trust, and shall each be regarded as independent and construed as powers as
well as objects and purposes, and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Trust now or hereafter conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state, territory, district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.
ARTICLE FOURTH - SHARES
-------------- ------
1. The beneficial interest in the Trust shall be divided into Shares, all
with $.001 par value per share, but the Trustees shall have the authority from
time to time, without obtaining shareholder approval, to create one or more
Series of Shares in addition to the Series specifically established and
designated in part 3 of this Article FOURTH, and to divide the shares of any
Series into two or more Classes pursuant to part 2 of this Article FOURTH, all
as they deem necessary or desirable, to establish and designate such Series and
Classes, and to fix and determine the relative rights and preferences as between
the different Series of Shares or Classes as to right of redemption and the
price, terms and manner of redemption, liabilities and expenses to be borne by
any Series or Class, special and relative rights as to dividends and other
distributions and on liquidation, sinking or purchase fund provisions,
conversion on liquidation, conversion rights, and conditions under which the
several Series or Classes shall have individual voting rights or no voting
rights. Except as established by the Trustees with respect to such Series or
Classes, pursuant to the provisions of this Article FOURTH, and except as
otherwise provided herein, all Shares of the different Series and Classes of a
Series, if any, shall be identical.
(a) The number of authorized Shares and the number of Shares of each
Series and each Class of a Series that may be issued is unlimited, and the
Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no consideration
if pursuant to a Share dividend or split-up), or may reduce the number of issued
Shares of a Series or Class in proportion to the relative net asset value of the
Shares of such Series or Class, all without action or approval of the
Shareholders. All Shares when so issued on the terms determined by the Trustees
shall be fully paid and non-assessable. The Trustees may classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of any Series
into one or more Series or Classes of Series that may be established and
designated from time to time. The Trustees may hold as treasury Shares (of the
same or some other Series), reissue for such consideration and on such terms as
they may determine, or cancel, at their discretion from time to time, any Shares
reacquired by the Trust.
(b) The establishment and designation of any Series or any Class of
any Series in addition to that established and designated in part 3 of this
Article FOURTH shall be effective upon either (i) the execution by a majority of
the Trustees of an instrument setting forth such establishment and designation
and the relative rights and preferences of such Series or such Class of such
Series, whether directly in such instrument or by reference to, or approval of,
another document that sets forth such relative rights and preferences of the
Series or any Class of any Series including, without limitation, any
registration statement of the Trust, (ii) upon the execution of an instrument in
writing by an officer of the Trust pursuant to the vote of a majority of the
Trustees, or (iii) as otherwise provided in either such instrument. At any time
that there are no Shares outstanding of any particular Series or Class
previously established and designated, the Trustees may by an instrument
executed by a majority of their number or by an officer of the Trust pursuant to
a vote of a majority of the Trustees abolish that Series or Class and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall be an amendment to this Declaration of Trust, and the Trustees
may make any such amendment without shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold and
dispose of Shares of any Series or Class of any Series of the Trust to the same
extent as if such person were not a Trustee, officer or other agent of the
Trust; and the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any such person or any
such organization subject only to the general limitations, restrictions or other
provisions applicable to the sale or purchase of Shares of such Series or Class
generally.
2. (a) Classes. The Trustees shall have the exclusive authority from
time to time, without obtaining shareholder approval, to divide the Shares of
any Series into two or more Classes as they deem necessary or desirable, and to
establish and designate such Classes. In such event, each Class of a Series
shall represent interests in the designated Series of the Trust and have such
voting, dividend, liquidation and other rights as may be established and
designated by the Trustees. Expenses and liabilities related directly or
indirectly to the Shares of a Class of a Series may be borne solely by such
Class (as shall be determined by the Trustees) and, as provided in this Article
FOURTH. The bearing of expenses and liabilities solely by a Class of Shares of a
Series shall be appropriately reflected (in the manner determined by the
Trustees) in the net asset value, dividend and liquidation rights of the Shares
of such Class of a Series. The division of the Shares of a Series into Classes
and the terms and conditions pursuant to which the Shares of the Classes of a
Series will be issued must be made in compliance with the 1940 Act. No division
of Shares of a Series into Classes shall result in the creation of a Class of
Shares having a preference as to dividends or distributions or a preference in
the event of any liquidation, termination or winding up of the Trust, to the
extent such a preference is prohibited by Section 18 of the 1940 Act as to the
Trust. The fact that a Series shall have initially been established and
designated without any specific establishment or designation of Classes (i.e.,
that all Shares of such Series are initially of a single Class), or that a
Series shall have more than one established and designated Class, shall not
limit the authority of the Trustees to establish and designate separate Classes,
or one or more additional Classes, of said Series without approval of the
holders of the initial Class thereof, or previously established and designated
Class or Classes thereof.(b) Class Differences. The relative rights and
preferences of the Classes of any Series may differ in such other respects as
the Trustees may determine to be appropriate in their sole discretion, provided
that such differences are set forth in the instrument establishing and
designating such Classes and executed by a majority of the Trustees (or by an
instrument executed by an officer of the Trust pursuant to a vote of a majority
of the Trustees).
The relative rights and preferences of each Class of Shares shall be the
same in all respects except that, and unless and until the Board of Trustees
shall determine otherwise: (i) when a vote of Shareholders is required under
this Declaration of Trust or when a meeting of Shareholders is called by the
Board of Trustees, the Shares of a Class shall vote exclusively on matters that
affect that Class only; (ii) the expenses and liabilities related to a Class
shall be borne solely by such Class (as determined and allocated to such Class
by the Trustees from time to time in a manner consistent with parts 2 and 3 of
this Article FOURTH); and (iii) pursuant to part 10 of Article NINTH, the Shares
of each Class shall have such other rights and preferences as are set forth from
time to time in the then effective prospectus and/or statement of additional
information relating to the Shares. Dividends and distributions on each Class of
Shares may differ from the dividends and distributions on any other such Class,
and the net asset value of each Class of Shares may differ from the net asset
value of any other such Class.
3. Without limiting the authority of the Trustees set forth in parts 1 and
2 of this Article FOURTH to establish and designate any further Series or
Classes of Series, the Trustees hereby establish one Series of Shares having the
same name as the Trust, and said Shares shall be divided into five Classes,
which shall be designated Class A, Class B, Class C, Class N, and Class Y. In
addition to the rights and preferences described in parts 1 and 2 of this
Article FOURTH with respect to Series and Classes, the Series and Classes
established hereby shall have the relative rights and preferences described in
this part 3 of this Article FOURTH. The Shares of any Series or Class that may
from time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some Series or Classes at the
time of establishing and designating the same) have the following relative
rights and preferences:
(a) Assets Belonging to Series or Class. All consideration received
by the Trust for the issue or sale of Shares of a particular Series or any Class
thereof, together with all assets in which such consideration is invested or
reinvested, all income, earnings, profits, and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation of such assets, and any
funds or payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that Series (and may be
allocated to any Classes thereof) for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Series as provided in the following sentence, are herein
referred to as "assets belonging to" that Series. In the event that there are
any assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series
(collectively "General Items"), the Trustees shall allocate such General Items
to and among any one or more of the Series established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and equitable; and any General Items so allocated to a particular Series
shall belong to that Series (and be allocable to any Classes thereof). Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series (and any Classes thereof) for all purposes. No Shareholder or
former Shareholder of any Series or Class shall have a claim on or any right to
any assets allocated or belonging to any other Series or Class.
(b) (1) Liabilities Belonging to Series. The liabilities, expenses,
costs, charges and reserves attributable to each Series shall be charged and
allocated to the assets belonging to each particular Series. Any general
liabilities, expenses, costs, charges and reserves of the Trust which are not
identifiable as belonging to any particular Series shall be allocated and
charged by the Trustees to and among any one or more of the Series established
and designated from time to time in such manner and on such basis as the
Trustees in their sole discretion deem fair and equitable. The liabilities,
expenses, costs, charges and reserves allocated and so charged to each Series
are herein referred to as "liabilities belonging to" that Series. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.
(2) Liabilities Belonging to a Class. If a Series is divided
into more than one Class, the liabilities, expenses, costs, charges and reserves
attributable to a Class shall be charged and allocated to the Class to which
such liabilities, expenses, costs, charges or reserves are attributable. Any
general liabilities, expenses, costs, charges or reserves belonging to the
Series which are not identifiable as belonging to any particular Class shall be
allocated and charged by the Trustees to and among any one or more of the
Classes established and designated from time to time in such manner and on such
basis as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Classes for all
purposes.
(c) Dividends. Dividends and distributions on Shares of a particular
Series or Class may be paid to the holders of Shares of that Series or Class,
with such frequency as the Trustees may determine, which may be daily or
otherwise pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine, from such of the income,
capital gains accrued or realized, and capital and surplus, from the assets
belonging to that Series, or in the case of a Class, belonging to such Series
and being allocable to such Class, as the Trustees may determine, after
providing for actual and accrued liabilities belonging to such Series or Class.
All dividends and distributions on Shares of a particular Series or Class shall
be distributed pro rata to the Shareholders of such Series or Class in
proportion to the number of Shares of such Series or Class held by such
Shareholders at the date and time of record established for the payment of such
dividends or distributions, except that in connection with any dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution shall be payable on Shares as to which the Shareholder's purchase
order and/or payment have not been received by the time or times established by
the Trustees under such program or procedure. Such dividends and distributions
may be made in cash or Shares of that Series or Class or a combination thereof
as determined by the Trustees or pursuant to any program that the Trustees may
have in effect at the time for the election by each Shareholder of the mode of
the making of such dividend or distribution to that Shareholder. Any such
dividend or distribution paid in Shares will be paid at the net asset value
thereof as determined in accordance with part 13 of Article SEVENTH.
Notwithstanding anything in this Declaration of Trust to the contrary, the
Trustees may at any time declare and distribute a dividend of stock or other
property pro rata among the Shareholders of a particular Series or Class at the
date and time of record established for the payment of such dividends or
distributions.
(d) Liquidation. In the event of the liquidation or dissolution of
the Trust or any Series or Class thereof, the Shareholders of each Series and
all Classes of each Series that have been established and designated and are
being liquidated and dissolved shall be entitled to receive, as a Series or
Class, when and as declared by the Trustees, the excess of the assets belonging
to that Series or, in the case of a Class, belonging to that Series and
allocable to that Class, over the liabilities belonging to that Series or Class.
Upon the liquidation or dissolution of the Trust or any Series or Class pursuant
to this part 3(d) of this Article FOURTH the Trustees shall make provisions for
the payment of all outstanding obligations, taxes and other liabilities, accrued
or contingent, of the Trust or that Series or Class. The assets so distributable
to the Shareholders of any particular Class and Series shall be distributed
among such Shareholders in proportion to the relative net asset value of such
Shares. The liquidation of the Trust or any particular Series or Class thereof
may be authorized at any time by vote of a majority of the Trustees or
instrument executed by a majority of their number then in office, provided the
Trustees find that it is in the best interest of the Shareholders of such Series
or Class or as otherwise provided in this Declaration of Trust or the instrument
establishing such Series or Class. The Trustees shall provide written notice to
affected shareholders of a termination effected under this part 3(d) of this
Article FOURTH.
(e) Transfer. All Shares of each particular Series or Class shall be
transferable, but transfers of Shares of a particular Class and Series will be
recorded on the Share transfer records of the Trust applicable to such Series or
Class of that Series, as kept by the Trust or by any transfer or similar agent,
as the case may be, only at such times as Shareholders shall have the right to
require the Trust to redeem Shares of such Series or Class of that Series and at
such other times as may be permitted by the Trustees.
(f) Equality. Except as provided herein or in the instrument
designating and establishing any Series or Class, all Shares of a particular
Series or Class shall represent an equal proportionate interest in the assets
belonging to that Series, or in the case of a Class, belonging to that Series
and allocable to that Class, (subject to the liabilities belonging to that
Series or that Class), and each Share of any particular Series or Class shall be
equal to each other Share of that Series or Class; but the provisions of this
sentence shall not restrict any distinctions permissible under this Article
FOURTH that may exist with respect to Shares of the different Classes of a
Series. The Trustees may from time to time divide or combine the Shares of any
particular Class or Series into a greater or lesser number of Shares of that
Class or Series provided that such division or combination does not change the
proportionate beneficial interest in the assets belonging to that Series or
allocable to that Class or in any way affect the rights of Shares of any other
Class or Series.
(g) Fractions. Any fractional Share of any Class or Series, if any
such fractional Share is outstanding, shall carry proportionately all the rights
and obligations of a whole Share of that Class and Series, including those
rights and obligations with respect to voting, receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.
(h) Conversion Rights. Subject to compliance with the requirements
of the 1940 Act, the Trustees shall have the authority to provide that (i)
holders of Shares of any Series shall have the right to exchange said Shares
into Shares of one or more other Series of Shares, (ii) holders of shares of any
Class shall have the right to exchange said Shares into Shares of one or more
other Classes of the same or a different Series, and/or (iii) the Trust shall
have the right to carry out exchanges of the aforesaid kind, in each case in
accordance with such requirements and procedures as may be established by the
Trustees.(i) Ownership of Shares. The ownership of Shares shall be recorded on
the books of the Trust or of a transfer or similar agent for the Trust, which
books shall be maintained separately for the Shares of each Class and Series
that has been established and designated. No certification certifying the
ownership of Shares need be issued except as the Trustees may otherwise
determine from time to time. The Trustees may make such rules as they consider
appropriate for the issuance of Share certificates, the use of facsimile
signatures, the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be conclusive as to who are the Shareholders and as to the number of
Shares of each Class and Series held from time to time by each such Shareholder.
(j) Investments in the Trust. The Trustees may accept investments in
the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize or determine. Such investments may be in the form of cash, securities
or other property in which the appropriate Series is authorized to invest, hold
or own, valued as provided in part 13, Article SEVENTH. The Trustees may
authorize any distributor, principal underwriter, custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that conform to
such authorized terms and to reject any purchase or sale orders for Shares
whether or not conforming to such authorized terms.
ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
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The following provisions are hereby adopted with respect to voting Shares
of the Trust and certain other rights:
1. The Shareholders shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to Shareholders, or removal of Trustees
to the extent and as provided in Article SIXTH, (b) with respect to the
amendment of this Declaration of Trust to the extent and as provided in part 12,
Article NINTH, (c) with respect to transactions with respect to the Trust, a
Series or Class as provided in part 4(a), Article NINTH, (d) to the same extent
as the shareholders of a Massachusetts business corporation, as to whether or
not a court action, proceeding or claim should be brought or maintained
derivatively or as a class action on behalf of the Trust any Series, Class or
the Shareholders, (e) with respect to those matters relating to the Trust as may
be required by the 1940 Act or required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any registration statement of the Trust filed with
the Commission or any State, or as the Trustees may consider desirable, and (f)
with respect to any other matter as to which the Trustees, in their sole
discretion, shall submit to the Shareholders.
2. The Trust will not hold shareholder meetings unless required by the
1940 Act, the provisions of this Declaration of Trust, or any other applicable
law. The Trustees may call a meeting of shareholders from time to time.
3. As to each matter submitted to a vote of Shareholders, each Shareholder
shall be entitled to one vote for each whole Share and to a proportionate
fractional vote for each fractional Share standing in such Shareholder's name on
the books of the Trust irrespective of the Series thereof or the Class thereof
and all Shares of all Series and Classes shall vote together as a single Class;
provided, however, that (i) as to any matter with respect to which a separate
vote of one or more Series or Classes thereof is required by the 1940 Act or the
provisions of the writing establishing and designating the Series or Class, such
requirements as to a separate vote by such Series or Class thereof shall apply
in lieu of all Shares of all Series and Classes thereof voting together as a
single Class; and (ii) as to any matter which affects only the interests of one
or more particular Series or Classes thereof, only the holders of Shares of the
one or more affected Series or Classes thereof shall be entitled to vote, and
each such Series or Class shall vote as a separate Class. All Shares of a Series
shall have identical voting rights, and all Shares of a Class of a Series shall
have identical voting rights. Shares may be voted in person or by proxy. Proxies
may be given by or on behalf of a Shareholder orally or in writing or pursuant
to any computerized, telephonic, or mechanical data gathering process.
4. Except as required by the 1940 Act or other applicable law, the
presence in person or by proxy of one-third of the Shares entitled to vote shall
be a quorum for the transaction of business at a Shareholders' meeting,
provided, however, that if any action to be taken by the Shareholders of a
Series or Class requires an affirmative vote of a majority, or more than a
majority, of the Shares outstanding and entitled to vote, then with respect to
voting on that particular issue the presence in person or by proxy of the
holders of a majority of the Shares outstanding and entitled to vote at such a
meeting shall constitute a quorum for the transaction of business with respect
to such issue. Any number less than a quorum shall be sufficient for
adjournments. If at any meeting of the Shareholders there shall be less than a
quorum present with respect to a particular issue to be voted on, such meeting
may be adjourned, without further notice, with respect to such issue from time
to time until a quorum shall be present with respect to such issue, but voting
may take place with respect to issues for which a quorum is present. Any meeting
of Shareholders, whether or not a quorum is present, may be adjourned with
respect to any one or more items of business for any lawful purpose, provided
that no meeting shall be adjourned for more than six months beyond the
originally scheduled date. Any adjourned session or sessions may be held, within
a reasonable time after the date for the original meeting without the necessity
of further notice. A majority of the Shares voted at a meeting at which a quorum
is present shall decide any questions and a plurality shall elect a Trustee,
except when a different vote is required by any provision of the 1940 Act or
other applicable law or by this Declaration of Trust or By-Laws.
5. Each Shareholder, upon request to the Trust in proper form determined
by the Trust, shall be entitled to require the Trust to redeem from the net
assets of that Series all or part of the Shares of such Series and Class
standing in the name of such Shareholder. The method of computing such net asset
value, the time at which such net asset value shall be computed and the time
within which the Trust shall make payment therefor, shall be determined as
hereinafter provided in Article SEVENTH of this Declaration of Trust.
Notwithstanding the foregoing, the Trustees, when permitted or required to do so
by the 1940 Act, may suspend the right of the Shareholders to require the Trust
to redeem Shares.
6. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any Shares of the Trust which it may issue or sell, other than
such right, if any, as the Trustees, in their discretion, may determine.
7. All persons who shall acquire Shares shall acquire the same subject to
the provisions of the Declaration of Trust.
8. Cumulative voting for the election of Trustees shall not be allowed.
ARTICLE SIXTH - THE TRUSTEES
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1. The persons who shall act as Trustees until their successors are duly
chosen and qualify are the trustees executing this Declaration of Trust or any
counterpart thereof. However, the By-Laws of the Trust may fix the number of
Trustees at a number greater or lesser than the number of initial Trustees and
may authorize the Trustees to increase or decrease the number of Trustees, to
fill any vacancies on the Board which may occur for any reason including any
vacancies created by any such increase in the number of Trustees, to set and
alter the terms of office of the Trustees and to lengthen or lessen their own
terms of office or make their terms of office of indefinite duration, all
subject to the 1940 Act, as amended from time to time, and to this Article
SIXTH. Unless otherwise provided by the By-Laws of the Trust, the Trustees need
not be Shareholders.
2. A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative vote of the holders of two-thirds of
the outstanding Shares, present in person or by proxy at any meeting of
Shareholders called for such purpose; such a meeting shall be called by the
Trustees when requested in writing to do so by the record holders of not less
than ten per centum of the outstanding Shares. A Trustee may also be removed by
the Board of Trustees, as provided in the By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses of all
Shareholders as recorded on the books of the Trust, upon receipt of the request
in writing signed by not less than ten Shareholders (who have been shareholders
for at least six months) holding in the aggregate shares of the Trust valued at
not less than $25,000 at current offering price (as defined in the then
effective Prospectus and/or Statement of Additional Information relating to the
Shares under the Securities Act of 1933, as amended from time to time) or
holding not less than 1% in amount of the entire amount of Shares issued and
outstanding; such request must state that such Shareholders wish to communicate
with other Shareholders with a view to obtaining signatures to a request for a
meeting to take action pursuant to part 2 of this Article SIXTH and be
accompanied by a form of communication to the Shareholders. The Trustees may, in
their discretion, satisfy their obligation under this part 3 by either making
available the Shareholder list to such Shareholders at the principal offices of
the Trust, or at the offices of the Trust's transfer agent, during regular
business hours, or by mailing a copy of such communication and form of request,
at the expense of such requesting Shareholders, to all other Shareholders, and
the Trustees may also take such other action as may be permitted under Section
16(c) of the 1940 Act.
ARTICLE SEVENTH - POWERS OF TRUSTEES
--------------- ------------------
The following provisions are hereby adopted for the purpose of defining,
limiting and regulating the powers of the Trust, the Trustees and the
Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest in the
new Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.
2. The death, declination, resignation, retirement, removal, or incapacity
of the Trustees, or any one of them, shall not operate to annul or terminate the
Trust or any Series but the Trust shall continue in full force and effect
pursuant to the terms of this Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of beneficial interest in the Trust, any authority, power or right
whatsoever to transact business for or on behalf of the Trust, or on behalf of
the Trustees, in connection with the property or assets of the Trust, or in any
part thereof.
4. The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute, and to
authorize the officers and agents of the Trust to make and execute, any and all
contracts and instruments that they may consider necessary or appropriate in
connection with the management of the Trust. Except as otherwise provided herein
or in the 1940 Act, the Trustees shall not in any way be bound or limited by
present or future laws or customs in regard to Trust investments, but shall have
full authority and power to make any and all investments which they, in their
uncontrolled discretion and to the same extent as if the Trustees were the sole
owners of the assets of the Trust and the business in their own right, shall
deem proper to accomplish the purpose of this Trust. Subject to any applicable
limitation in this Declaration of Trust or by the By-Laws of the Trust, and in
addition to the powers otherwise granted herein, the Trustees shall have power
and authority:
(a) to adopt By-Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust, including meetings of
the Shareholders and Trustees, and other related matters, and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;
(b) to elect and remove such officers and appoint and terminate such
officers as they consider appropriate with or without cause, and to appoint and
terminate agents and consultants and hire and terminate employees, any one or
more of the foregoing of whom may be a Trustee, and may provide for the
compensation of all of the foregoing; to appoint and designate from among the
Trustees or other qualified persons such committees as the Trustees may
determine and to terminate any such committee and remove any member of such
committee;
(c) to employ as custodian of any assets of the Trust one or more
banks, trust companies, companies that are members of a national securities
exchange, or any other entity qualified and eligible to act as a custodian under
the 1940 Act, as modified by or interpreted by any applicable order or orders of
the Commission or any rules or regulations adopted or interpretive releases of
the Commission thereunder, subject to any conditions set forth in this
Declaration of Trust or in the By-Laws, and may authorize such depository or
custodian to employ subcustodians or agents;
(d) to retain one or more transfer agents and shareholder servicing
agents, or both, and may authorize such transfer agents or servicing agents to
employ sub-agents;
(e) to provide for the distribution of Shares either through a
principal underwriter or the Trust itself or both or otherwise;
(f) to set record dates by resolution of the Trustees or in the
manner provided for in the By-Laws of the Trust;
(g) to delegate such authority as they consider desirable to any
officers of the Trust and to any investment advisor, manager, custodian or
underwriter, or other agent or independent contractor;
(h) to vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property held in Trust hereunder;
and to execute and deliver powers of attorney to or otherwise authorize by
standing policies adopted by the Trustees, such person or persons as the
Trustees shall deem proper, granting to such person or persons such power and
discretion with relation to securities or property as the Trustees shall deem
proper;
(i) to exercise powers and rights of subscription or otherwise which
in any manner arise out of ownership of securities held in trust hereunder;
(j) to hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, either in its
own name or in the name of a custodian, subcustodian or a nominee or nominees or
otherwise;
(k) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security or instrument held in the Trust;
(l) to join with other holders of any security or instrument in
acting through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security or instrument with, or transfer any security
to, any such committee, depositary or trustee, and to delegate to them such
power and authority with relation to any security (whether or not so deposited
or transferred) as the Trustees shall deem proper, and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;
(m) to sue or be sued in the name of the Trust;
(n) to compromise, arbitrate, or otherwise adjust claims in favor
of or against the Trust or any matter in controversy including, but not limited
to, claims for taxes;
(o) to make, by resolutions adopted by the Trustees or in the manner
provided in the By-Laws, distributions of income and of capital gains to
Shareholders;
(p) to borrow money and to pledge, mortgage or hypothecate the
assets of the Trust or any part thereof, to the extent and in the manner
permitted by the 1940 Act;
(q) to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons;
(r) to make loans of cash and/or securities or other assets of the
Trust;
(s) to change the name of the Trust or any Class or Series of the
Trust as they consider appropriate without prior shareholder approval;
(t) to establish officers' and Trustees' fees or compensation and
fees or compensation for committees of the Trustees to be paid by the Trust or
each Series thereof in such manner and amount as the Trustees may determine;
(u) to invest all or any portion of the Trust's assets in any one or
more registered investment companies, including investment by means of transfer
of such assets in exchange for an interest or interests in such investment
company or investment companies or by any other means approved by the Trustees;
(v) to determine whether a minimum and/or maximum value should apply
to accounts holding shares, to fix such values and establish the procedures to
cause the involuntary redemption of accounts that do not satisfy such criteria;
and
(w) to enter into joint ventures, general or limited partnerships
and any other combinations or associations;
(x) to endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;
(y) to purchase and pay for entirely out of Trust property such
insurance and/or bonding as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and principal on
its portfolio investments, and insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, consultants, investment advisors,
managers, administrators, distributors, principal underwriters, or independent
contractors, or any thereof (or any person connected therewith), of the Trust
individually against all claims and liabilities of every nature arising by
reason of holding, being or having held any such office or position, or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity, including any action taken or omitted that may be determined
to constitute negligence, whether or not the Trust would have the power to
indemnify such person against such liability;
(z) to pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and annuity contracts as a means of providing such retirement and other
benefits, for any or all of the Trustees, officers, employees and agents of the
Trust;
(aa) to adopt on behalf of the Trust or any Series with respect to
any Class thereof a plan of distribution and related agreements thereto pursuant
to the terms of Rule 12b-1 of the 1940 Act and to make payments from the assets
of the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;
(bb) to operate as and carry on the business of an investment
company and to exercise all the powers necessary and appropriate to the
conduct of such operations;
(cc) to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject to
the provisions set forth in Article FOURTH and part 4, Article FIFTH, to apply
to any such repurchase, redemption, retirement, cancellation or acquisition of
Shares any funds or property of the Trust, or the particular Series of the
Trust, with respect to which such Shares are issued;
(dd) in general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purpose or the attainment of any object
or the furtherance of any power hereinbefore set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.
The foregoing clauses shall be construed both as objectives and powers,
and the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees. Any action by one or
more of the Trustees in their capacity as such hereunder shall be deemed an
action on behalf of the Trust or the applicable Series and not an action in an
individual capacity.
5. No one dealing with the Trustees shall be under any obligation to make
any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.
6. (a) The Trustees shall have no power to bind any Shareholder personally
or to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or otherwise. This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder based upon the acts or omissions of such shareholder or for any
other reason.
(b) Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that taken
by the Board of Trustees by vote of the majority of a quorum of Trustees as set
forth from time to time in the By-Laws of the Trust or as required by the 1940
Act.
(c) The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein contained
such as may be necessary or convenient in the conduct of any business or
enterprise of the Trust, to do and perform anything necessary, suitable, or
proper for the accomplishment of any of the purposes, or the attainment of any
one or more of the objects, herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of the Trust, and to do
and perform all other acts and things necessary or incidental to the purposes
herein before set forth, or that may be deemed necessary by the Trustees.
Without limiting the generality of the foregoing, except as otherwise provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to trust investments, but shall
have full authority and power to make any and all investments that they, in
their discretion, shall deem proper to accomplish the purpose of this Trust.
(d) The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any moneys,
securities, or other properties of the Trust are, for the purposes of this
Trust, to be considered as capital or income and in what manner any expenses or
disbursements are to be borne as between capital and income whether or not in
the absence of this provision such moneys, securities, or other properties would
be regarded as capital or income and whether or not in the absence of this
provision such expenses or disbursements would ordinarily be charged to capital
or to income.
7. The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but no class of Trustee
shall be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting of Trustees and
thereafter for a period shorter than the interval between meetings of Trustees
or for a period longer than five years, and the term of office of at least one
class shall expire each year.
8. The Shareholders shall, for any lawful purpose, have the right to
inspect the records, documents, accounts and books of the Trust, subject to
reasonable regulations of the Trustees, not contrary to Massachusetts law, as to
whether and to what extent, and at what times and places, and under what
conditions and regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by the Shareholders
or otherwise, may be removed at any time, with or without cause.
10. The Trustees shall have power to hold their meetings, to have an
office or offices and, subject to the provisions of the laws of Massachusetts,
to keep the books of the Trust outside of said Commonwealth at such places as
may from time to time be designated by them. Action may be taken by the Trustees
without a meeting by unanimous written consent or by telephone or similar method
of communication.
11. Securities held by the Trust shall be voted in person or by proxy by
the President or a Vice-President, or such officer or officers of the Trust or
such other agent of the Trust as the Trustees shall designate or otherwise
authorize by standing policies adopted by the Trustees for the purpose, or by a
proxy or proxies thereunto duly authorized by the Trustees.
12. (a) Subject to the provisions of the 1940 Act, any Trustee, officer or
employee, individually, or any partnership of which any Trustee, officer or
employee may be a member, or any corporation or association of which any
Trustee, officer or employee may be an officer, partner, director, trustee,
employee or stockholder, or otherwise may have an interest, may be a party to,
or may be pecuniarily or otherwise interested in, any contract or transaction of
the Trust, and in the absence of fraud no contract or other transaction shall be
thereby affected or invalidated; provided that in such case a Trustee, officer
or employee or a partnership, corporation or association of which a Trustee,
officer or employee is a member, officer, director, trustee, employee or
stockholder is so interested, such fact shall be disclosed or shall have been
known to the Trustees including those Trustees who are not so interested and who
are neither "interested" nor "affiliated" persons as those terms are defined in
the 1940 Act, or a majority thereof; and any Trustee who is so interested, or
who is also a director, officer, partner, trustee, employee or stockholder of
such other corporation or a member of such partnership or association which is
so interested, may be counted in determining the existence of a quorum at any
meeting of the Trustees which shall authorize any such contract or transaction,
and may vote thereat to authorize any such contract or transaction, with like
force and effect as if he were not so interested.
(b) Specifically, but without limitation of the foregoing, the Trust
may enter into a management or investment advisory contract or underwriting
contract and other contracts with, and may otherwise do business with any
manager or investment advisor for the Trust and/or principal underwriter of the
Shares of the Trust or any subsidiary or affiliate of any such manager or
investment advisor and/or principal underwriter and may permit any such firm or
corporation to enter into any contracts or other arrangements with any other
firm or corporation relating to the Trust notwithstanding that the Trustees of
the Trust may be composed in part of partners, directors, officers or employees
of any such firm or corporation, and officers of the Trust may have been or may
be or become partners, directors, officers or employees of any such firm or
corporation, and in the absence of fraud the Trust and any such firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or corporation shall be invalidated or in
any way affected thereby, nor shall any Trustee or officer of the Trust be
liable to the Trust or to any Shareholder or creditor thereof or to any other
person for any loss incurred by it or him solely because of the existence of any
such contract or transaction; provided that nothing herein shall protect any
director or officer of the Trust against any liability to the trust or to its
security holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.
(c) As used in this paragraph the following terms shall have the
meanings set forth below:
(i) the term "indemnitee" shall mean any present or former
Trustee, officer or employee of the Trust, any present or former Trustee,
partner, Director or officer of another trust, partnership, corporation or
association whose securities are or were owned by the Trust or of which the
Trust is or was a creditor and who served or serves in such capacity at the
request of the Trust, and the heirs, executors, administrators, successors and
assigns of any of the foregoing; however, whenever conduct by an indemnitee is
referred to, the conduct shall be that of the original indemnitee rather than
that of the heir, executor, administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, to which an indemnitee is or was a party or is
threatened to be made a party by reason of the fact or facts under which he or
it is an indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by an indemnitee in connection with a covered
proceeding; and
(v) the term "adjudication of liability" shall mean, as to any
covered proceeding and as to any indemnitee, an adverse determination as to the
indemnitee whether by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any covered
expenses in any covered proceeding if there has been an adjudication of
liability against such indemnitee expressly based on a finding of disabling
conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding, whether
or not there is an adjudication of liability as to such indemnitee, such
indemnification by the Trust to be to the fullest extent now or hereafter
permitted by any applicable law unless the By-laws limit or restrict the
indemnification to which any indemnitee may be entitled. The Board of Trustees
may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.
(f) Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering any
or all indemnities to the extent permitted by applicable law or to affect any
other indemnification rights to which any indemnitee may be entitled to the
extent permitted by applicable law. Such rights to indemnification shall not,
except as otherwise provided by law, be deemed exclusive of any other rights
to which such indemnitee may be entitled under any statute, By-Law, contract
or otherwise.
13. The Trustees are empowered, in their absolute discretion, to establish
the bases or times, or both, for determining the net asset value per Share of
any Class and Series in accordance with the 1940 Act and to authorize the
voluntary purchase by any Class and Series, either directly or through an agent,
of Shares of any Class and Series upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with the 1940
Act.
14. Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional documentation that may be reasonably required by the Trust or its
transfer agent to evidence the authority of the tenderor to make such request,
plus any period of time during which the right of the holders of the shares of
such Class of that Series to require the Trust to redeem such shares has been
suspended. Any such payment may be made in portfolio securities of such Class of
that Series and/or in cash, as the Trustees shall deem advisable, and no
Shareholder shall have a right, other than as determined by the Trustees, to
have Shares redeemed in kind.
15. The Trust shall have the right, at any time, without prior notice to
the Shareholder to redeem Shares of the Class and Series held by a Shareholder
held in any account registered in the name of such Shareholder for its current
net asset value, for any reason, including, but not limited to, (i) the
determination that such redemption is necessary to reimburse either that Series
or Class of the Trust or the distributor (i.e., principal underwriter) of the
Shares for any loss either has sustained by reason of the failure of such
Shareholder to make timely and good payment for Shares purchased or subscribed
for by such Shareholder, regardless of whether such Shareholder was a
Shareholder at the time of such purchase or subscription, (ii) the failure of a
Shareholder to supply a tax identification number if required to do so, (iii)
the failure of a Shareholder to pay when due for the purchase of Shares issued
to him and subject to and upon such terms and conditions as the Trustees may
from time to time prescribe, (iv) pursuant to authorization by a Shareholder to
pay fees or make other payments to one or more third parties, including, without
limitation, any affiliate of the investment advisor of the Trust or any Series
thereof, or (v) if the aggregate net asset value of all Shares of such
Shareholder (taken at cost or value, as determined by the Board) has been
reduced below an amount established by the Board of Trustees from time to time
as the minimum amount required to be maintained by Shareholders.
ARTICLE EIGHTH - LICENSE
-------------- -------
The name "Oppenheimer" included in the name of the Trust and of any Series
shall be used pursuant to a royalty-free, non-exclusive license from
OppenheimerFunds, Inc. ("OFI"), incidental to and as part of any one or more
advisory, management or supervisory contracts which may be entered into by the
Trust with OFI. Such license shall allow OFI to inspect and subject to the
control of the Board of Trustees to control the nature and quality of services
offered by the Trust under such name. The license may be terminated by OFI upon
termination of such advisory, management or supervisory contracts or without
cause upon 60 days' written notice, in which case neither the Trust nor any
Series or Class shall have any further right to use the name "Oppenheimer" in
its name or otherwise and the Trust, the Shareholders and its officers and
Trustees shall promptly take whatever action may be necessary to change its name
and the names of any Series or Classes accordingly.
ARTICLE NINTH - MISCELLANEOUS:
------------- -------------
1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason, the Shareholder
or former Shareholder (or the Shareholders' heirs, executors, administrators or
other legal representatives or in the case of a corporation or other entity, its
corporate or other general successor) shall be entitled out of the Trust estate
to be held harmless from and indemnified against all loss and expense arising
from such liability. The Trust shall, upon request by the Shareholder, assume
the defense of any such claim made against any Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust is created hereby and not
a partnership, joint stock association, corporation, bailment, or any other form
of a legal relationship other than a trust, as contemplated in Massachusetts
General Laws Chapter 182. No individual Trustee hereunder shall have any power
to bind the Trust unless so authorized by the Trustees, or to personally bind
the Trust's officers or any Shareholder. All persons extending credit to, doing
business with, contracting with or having or asserting any claim against the
Trust or the Trustees shall look only to the assets of the appropriate Series
for payment under any such credit, transaction, contract or claim; and neither
the Shareholders nor the Trustees, nor any of their agents, whether past,
present or future, shall be personally liable therefor; notice of such
disclaimer and agreement thereto shall be given in each agreement, obligation or
instrument entered into or executed by Trust or the Trustees. There is hereby
expressly disclaimed Shareholder and Trustee liability for the acts and
obligations of the Trust. Nothing in this Declaration of Trust shall protect a
Trustee or officer against any liability to which such Trustee or officer would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of the
office of Trustee or of such officer hereunder.
3. The exercise by the Trustees of their powers and discretion hereunder
in good faith and with reasonable care under the circumstances then prevailing,
shall be binding upon everyone interested. Subject to the provisions of part 2
of this Article NINTH, the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. Subject to the foregoing, (a) Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant, advisor, administrator, distributor or principal
underwriter, custodian or transfer, dividend disbursing, Shareholder servicing
or accounting agent of the Trust, nor shall any Trustee be responsible for the
act or omission of any other Trustee; (b) the Trustees may take advice of
counsel or other experts with respect to the meaning and operations of this
Declaration of Trust, applicable laws, contracts, obligations, transactions or
any other business the Trust may enter into, and subject to the provisions of
part 2 of this Article NINTH, shall be under no liability for any act or
omission in accordance with such advice or for failing to follow such advice;
and (c) in discharging their duties, the Trustees, when acting in good faith,
shall be entitled to rely upon the books of account of the Trust and upon
written reports made to the Trustees by any officer appointed by them, any
independent public accountant, and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee of a party who
has been appointed by the Trustees or with whom the Trust has entered into a
contract pursuant to Article SEVENTH. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.
4. This Trust shall continue without limitation of time but subject to the
provisions of sub-sections (a) and (b) of this part 4.
(a) Subject to applicable Federal and State law, and except as otherwise
provided in part 5 of this Article NINTH, the Trustees, with the Majority Vote
of Shareholders of an affected Series or Class, may sell and convey all or
substantially all the assets of that Series or Class (which sale may be subject
to the retention of assets for the payment of liabilities and expenses and may
be in the form of a statutory merger to the extent permitted by applicable law)
to another issuer or to another Series or Class of the Trust for a consideration
which may be or include securities of such issuer or may merge or consolidate
with any other corporation, association, trust, or other organization or may
sell, lease, or exchange all or a portion of the Trust property or Trust
property allocated or belonging to such Series or Class, upon such terms and
conditions and for such consideration when and as authorized by such vote. Such
transactions may be effected through share-for-share exchanges, transfers or
sale of assets, shareholder in-kind redemptions and purchases, exchange offers,
or any other method approved by the Trustees. Upon making provision for the
payment of liabilities, by assumption by such issuer or otherwise, the Trustees
shall distribute the remaining proceeds among the holders of the outstanding
Shares of the Series or Class, the assets of which have been so transferred, in
proportion to the relative net asset value of such Shares.
(b) Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (a) hereof or pursuant to part
3(d) of Article FOURTH, as applicable, the Series the assets of which have been
so transferred shall terminate, and if all the assets of the Trust have been so
transferred, the Trust shall terminate and the Trustees shall be discharged of
any and all further liabilities and duties hereunder and the right, title and
interest of all parties shall be canceled and discharged.
5. Subject to applicable Federal and state law, the Trustees may without
the vote or consent of Shareholders cause to be organized or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organization, under the laws of any
jurisdiction, to take over all or a portion of the Trust property or all or a
portion of the Trust property allocated or belonging to such Series or Class or
to carry on any business in which the Trust shall directly or indirectly have
any interest, and to sell, convey and transfer the Trust property or the Trust
property allocated or belonging to such Series or Class to any such corporation,
trust, limited liability company, partnership, association, or organization in
exchange for the shares or securities thereof or otherwise, and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with
any such corporation, trust, partnership, limited liability company,
association, or organization or any corporation, partnership, limited liability
company, trust, association, or organization in which the Trust or such Series
or Class holds or is about to acquire shares or any other interest. Subject to
applicable Federal and state law, the Trustees may also cause a merger or
consolidation between the Trust or any successor thereto or any Series or Class
thereof and any such corporation, trust, partnership, limited liability company,
association, or other organization. Nothing contained herein shall be construed
as requiring approval of shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organizations and selling, conveying, or
transferring the Trust property or a portion of the Trust property to such
organization or entities; provided, however, that the Trustees shall provide
written notice to the affected Shareholders of any transaction whereby, pursuant
to this part 5, Article NINTH, the Trust or any Series or Class thereof sells,
conveys, or transfers all or a substantial portion of its assets to another
entity or merges or consolidates with another entity. Such transactions may be
effected through share-for-share exchanges, transfer or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any other
approved by the Trustees.
6. The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental or restated declaration of trust shall be
filed with the Secretary of the Commonwealth of Massachusetts, as well as any
other governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of the
Trust as to whether or not any such supplemental or restated declarations of
trust have been made and as to any matters in connection with the Trust
hereunder, and, with the same effect as if it were the original, may rely on a
copy certified by an officer of the Trust to be a copy of this instrument or of
any such supplemental or restated declaration of trust. In this instrument or in
any such supplemental or restated declaration of trust, references to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed to refer to this instrument as amended or affected by any such
supplemental or restated declaration of trust. This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.
7. The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly called a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust may exercise all powers which are ordinarily exercised by such a trust.8.
In the event that any person advances the organizational expenses of the Trust,
such advances shall become an obligation of the Trust subject to such terms and
conditions as may be fixed by, and on a date fixed by, or determined with
criteria fixed by the Board of Trustees, to be amortized over a period or
periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust including
action which is required or permitted by the 1940 Act or any other applicable
law, such action shall be deemed to have been properly taken if such action is
in accordance with the construction of the 1940 Act or such other applicable law
then in effect as expressed in "no action" letters of the staff of the
Commission or any release, rule, regulation or order under the 1940 Act or any
decision of a court of competent jurisdiction, notwithstanding that any of the
foregoing shall later be found to be invalid or otherwise reversed or modified
by any of the foregoing.
10. Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof in
the then effective prospectus and/or statement of additional information
relating to the Shares under the Securities Act of 1933 or in any proxy
statement of the Trust rather than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of Trustees is
permitted or required to place a value on assets of the Trust, such action may
be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.
12. The Trustee may, without the vote or consent of the Shareholders,
amend or otherwise supplement this Declaration of Trust by executing or
authorizing an officer of the Trust to execute on their behalf a Restated
Declaration of Trust or a Declaration of Trust supplemental hereto, which
thereafter shall form a part hereof, provided, however, that none of the
following amendments shall be effective unless also approved by a Majority Vote
of Shareholders: (i) any amendment to parts 1, 3 and 4, Article FIFTH; (ii) any
amendment to this part 12, Article NINTH; (iii) any amendment to part 1, Article
NINTH; and (iv) any amendment to part 4(a), Article NINTH that would change the
voting rights of Shareholders contained therein. Any amendment required to be
submitted to the Shareholders that, as the Trustees determine, shall affect the
Shareholders of any Series or Class shall, with respect to the Series or Class
so affected, be authorized by vote of the Shareholders of that Series or Class
and no vote of Shareholders of a Series or Class not affected by the amendment
with respect to that Series or Class shall be required. Notwithstanding anything
else herein, any amendment to Article NINTH, part 1 shall not limit the rights
to indemnification or insurance provided therein with respect to action or
omission or indemnities or Shareholder indemnities prior to such amendment.
13. The captions used herein are intended for convenience of reference
only, and shall not modify or affect in any manner the meaning or interpretation
of any of the provisions of this Agreement. As used herein, the singular shall
include the plural, the masculine gender shall include the feminine and neuter,
and the neuter gender shall include the masculine and feminine, unless the
context otherwise requires.
IN WITNESS WHEREOF, the undersigned have executed this instrument as of the ____
day of _________, 2001.
[SIGNATURE LINES OMITTED]
<PAGE>
Bridget A. Macaskill
Chairman and OppenheimerFunds Logo
Chief Executive Officer Two World Trade Center, 34th
Floor New York, NY 10048-0203
800.525.7048
www.oppenheimerfunds.com
February 9, 2001
Dear Oppenheimer Limited-Term Government Fund Shareholder,
We have scheduled a shareholder meeting on March 23, 2001 for you to decide upon
some important proposals for the Fund. Your ballot card and a detailed statement
of the issues are enclosed with this letter.
Your Board of Trustees believes the matters being proposed for approval are in
the best interests of the Fund and its shareholders and recommends a vote "for"
the election of Trustees and for each Proposal. Regardless of the number of
shares you own, it is important that your shares be represented and voted. So we
urge you to consider these issues carefully and make your vote count.
How do you vote?
To cast your vote, simply mark, sign and date the enclosed proxy ballot and
return it in the postage-paid envelope today. You also may vote by telephone by
calling the toll-free number on the proxy ballot. Using a touch-tone telephone
to cast your vote saves you time and helps reduce the Fund's expenses. If you
vote by telephone, you do not need to mail the proxy ballot.
Remember, it can be expensive for the Fund--and ultimately for you as a
shareholder--to remail ballots if not enough responses are received to conduct
the meeting. If your vote is not received before the scheduled meeting, you may
receive a telephone call asking you to vote.
What are the issues?
o Election of Trustees. You are being asked to consider and elect twelve
Trustees. You will find detailed information on the Trustees in the enclosed
proxy statement.
o Ratification of Auditors. The Board is asking you to ratify the selection of
Deloitte & Touche LLP as independent certified public accountants and
auditors of the Fund for the current fiscal year.
o Approval of Elimination of Certain Fundamental Investment Restrictions.
Your approval is requested to eliminate certain fundamental investment
restrictions of the Fund.
o Approval of Amendments to Certain Fundamental Investment Restrictions. Your
approval is requested to amend certain fundamental investment restrictions of
the Fund.
o Authorize the Trustees to adopt an amended and restated Declaration of Trust.
Please read the enclosed proxy statement for complete details on these
proposals. Of course, if you have any questions, please contact your financial
advisor, or call us at 1-800-525-7048. As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.
Sincerely,
Bridget A. Macaskill's signature
Enclosures
XP08550.003.0700
