AMENDMENT
to the
DECLARATION OF TRUST
Of
OPPENHEIMER CASH RESERVES
This Amendment Number 1 is made November 20, 2000, to the Amended and
Restated Declaration of Trust of Oppenheimer Cash Reserves (the "Trust"), dated
as of January 20, 1995, by the individuals executing this Amendment below as the
Trustees of the Trust.
WHEREAS, the Trustees established Oppenheimer Cash Reserves as a trust
fund under the laws of the Commonwealth of Massachusetts, for the investment and
reinvestment of funds contributed thereto, under a Declaration of Trust dated
July 18, 1988;
WHEREAS, the Trustees of the Trust, at a meeting held August 22, 2000,
acting pursuant to section 2 of Article FOURTH of the Trust's Amended and
Restated Declaration of Trust dated January 20, 1995, authorized the
establishment and designation of a fourth class of shares of the Trust, and
designated such class as Class N shares;
WHEREAS, the Trust, on September 29, 2000 filed with the Securities and
Exchange Commission Post-Effective Amendment No. 18 to its Registration
Statement under the Securities Act of 1933, which Post-Effective Amendment is to
become effective November 28, 2000 pursuant to Rule 485(b) under the Securities
Act of 1933 and will include the Trust's Class N shares;
WHEREAS, the Trustees desire to make certain permitted changes to the
Trust's Amended and Restated Declaration of Trust dated January 20, 1995,
pursuant to Article FOURTH, Section 1 of said Declaration of Trust, to confirm
the establishment and designation of the Trust's four Classes of shares and
their relative rights and preferences;
NOW, THEREFORE, the Trust's Declaration of Trust is amended as follows:
Article FOURTH, Section 2 of the Trust's Declaration of Trust is hereby
amended by deleting the second paragraph of such Section and replacing it with
the following paragraph:
The relative rights and preferences of Class A Shares, Class B Shares,
Class C Shares and Class N 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 Article FOURTH); and (iii) pursuant to
paragraph 10 of Article NINTH, the Shares of each Class shall have such other
rights and preferences as are set forth from time to time in the then effective
prospectus and/or statement of additional information relating to the Shares.
Dividends and distributions on the Class A, Class B, Class C or Class N Shares
may differ from the dividends and distributions on any other such Class, and the
net asset value of Class A, Class B, Class C or Class N Shares may differ from
the net asset value of any other such Class.
Article FOURTH, Section 3 of the Trust's Declaration of Trust is hereby
amended by deleting the first paragraph immediately preceding paragraph (a) of
said Section 3 and replacing it with the following paragraph:
3. Without limiting the authority of the Trustees set forth in part 1 of
this Article FOURTH to establish and designate any further Series, the Trustees
hereby establish one Series of Shares having the same name as the Trust, and
said Shares shall be divided into four Classes, which shall be designated Class
A, Class B, Class C and Class N. The Shares of that Series and any Shares of any
further Series or Classes that may from time to time be established and
designated by the Trustees shall (unless the Trustees otherwise determine with
respect to some further Series or Classes at the time of establishing and
designating the same) have the following relative rights and preferences:
760-DOT(1100-Amd_N).doc
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IN WITNESS WHEREOF, the undersigned have executed this instrument as of this
20th day of November, 2000.
/s/ Raymond J. Kalinowski
-------------------------
Raymond J. Kalinowski
44 Portland Drive
St. Louis, MO 63131
/s/ Robert G. Avis /s/ C. Howard Kast
------------------ ------------------
Robert G. Avis C. Howard Kast
1706 Warson Estates Drive 2552 East Alameda #30
St. Louis, MO 63124 Denver, CO 80209
/s/ George C. Bowen /s/ Robert M. Kirchner
------------------- ----------------------
George C. Bowen Robert M. Kirchner
9224 Bauer Court 2800 S. University Blvd. #131
Lone Tree, CO 80124 Denver, CO 80210
/s/ Bridget A. Macaskill
------------------------
Bridget A. Macaskill
160 East 81st Street
New York, NY 10028
/s/ Jon S. Fossel
Jon S. Fossel
187 Mead Street - Box 44
Waccabuc, NY 10597
/s/ Sam Freedman /s/ James C. Swain
---------------- ------------------
Sam Freedman James C. Swain
4975 Lakeshore Drive 355 Adams Street
Littleton, CO 80123 Denver, CO 80206
