OF
OPPENHEIMER LARGE CAP GROWTH FUND
This AMENDED AND RESTATED DECLARATION OF TRUST, made as of April 27, 1998, by
and among the individuals executing this Amended and Restated Declaration
of Trust as the Trustees.
WHEREAS, the Trustees established Oppenheimer Institutional Growth Fund (the
"Trust"), a trust fund under the laws of the Commonwealth of Massachusetts,
for the investment and reinvestment of funds contributed thereto, under a
Declaration of Trust dated January 14, 1998;
WHEREAS, the Trustees desire to make a permitted change to said Declaration of
Trust without shareholder approval pursuant to paragraph 4.(p) of Article
SEVENTH to change the name of the Trust to "Oppenheimer Large Cap Growth
Fund";
NOW, THEREFORE, the Trustees declare that all money and property contributed to
the trust fund hereunder shall be held and managed under this Amended and
Restated Declaration of Trust IN TRUST as herein set forth below.
FIRST: This Trust shall be known as OPPENHEIMER LARGE CAP GROWTH FUND. The
address of the Trust is Two World Trade Center, New York, New York
10048-0203. The Registered Agent for Service in Massachusetts is
Massachusetts Mutual Life Insurance Company, 1295 State Street,
Springfield, Massachusetts 01111, Attention: Stephen Kuhn, Esq.
SECOND: Whenever used herein, unless otherwise required by the context or
specifically provided:
1. All terms used in this Declaration of Trust that are defined in the 1940
Act (defined below) shall have the meanings given to them in the 1940 Act.
2. "Board" or "Board of Trustees" or the "Trustees" means the Board of
Trustees of the Trust.
3. "By-Laws" means the By-Laws of the Trust as amended from time to time.
4. "Class" means a class of a series of Shares (as defined below) of the
Trust established and designated under or in accordance with the provisions of
Article FOURTH.
5. "Commission" means the Securities and Exchange Commission.
6. "Declaration of Trust" means this Amended and Restated Declaration of
Trust as it may be amended or restated from time to time.
7. The "1940 Act" refers to the Investment Company Act of 1940 and the
Rules and Regulations of the Commission thereunder, all as amended from time to
time.
8. "Series" refers to series of Shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.
9. "Shareholder" means a record owner of Shares of the Trust.
10. "Shares" refers to the transferable units of interest into which the
beneficial interest in the Trust or any Series or Class of the Trust (as the
context may require) shall be divided from time to time and includes fractions
of Shares as well as whole Shares.
11. The "Trust" refers to the Massachusetts business trust created by this
Declaration of Trust, as amended or restated from time to time.
12. "Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the time
being in office as such trustees.
THIRD: The purpose or purposes for which the Trust is formed and the business or
objects to be transacted, carried on and promoted by it are as follows:
1. To hold, invest or reinvest its funds, and in connection therewith to
hold part or all of its funds in cash, and to purchase or otherwise acquire,
hold for investment or otherwise, sell, sell short, assign, negotiate, transfer,
exchange or otherwise dispose of or turn to account or realize upon, securities
(which term "securities" shall for the purposes of this Declaration of Trust,
without limitation of the generality thereof, be deemed to include any stocks,
shares, bonds, financial futures contracts, indexes, debentures, notes,
mortgages 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, combinations, organizations, governments, or
subdivisions thereof) and in financial instruments (whether they are considered
as securities or commodities); and to exercise, as owner or holder of any
securities or financial instruments, all rights, powers and privileges in
respect thereof; and to do any and all acts and things for the preservation,
protection, improvement and enhancement in value of any or all such securities
or financial instruments.
2. To borrow money and pledge assets in connection with any of the objects
or purposes of the Trust, and to issue notes or other obligations evidencing
such borrowings, to the extent permitted by the 1940 Act and by the Trust's
fundamental investment policies under the 1940 Act.
3. To issue and sell its Shares in such Series and Classes and amounts and
on such terms and conditions, for such purposes and for such amount or kind of
consideration (including without limitation thereto, securities) now or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.
4. To purchase or otherwise acquire, hold, dispose of, resell, transfer,
reissue or cancel its Shares, or to classify or reclassify any unissued Shares
or any Shares previously issued and reacquired of any Series or Class into one
or more Series or Classes that may have been established and designated from
time to time, all without the vote or consent of the Shareholders of the Trust,
in any manner and to the extent now or hereafter permitted by this Declaration
of Trust.
5. To conduct its business in all its branches at one or more offices in
New York, Colorado and elsewhere in any part of the world, without restriction
or limit as to extent.
6. To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any stock of, or share of interest in, any issuer, and in
connection therewith to make or enter into such deeds or contracts with any
issuers and to do such acts and things and to exercise such powers, as a natural
person could lawfully make, enter into, do or exercise.
7. To do any and all such further acts and things and to exercise any and
all such further powers as may be necessary, incidental, relative, conducive,
appropriate or desirable for the accomplishment, carrying out or attainment of
all or any of the foregoing purposes or objects.
The foregoing objects and purposes shall, except as otherwise expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other Article of this Declaration
of Trust, and shall each be regarded as independent and construed as powers as
well as objects and purposes, and the enumeration of specific purposes, objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general powers of the Trust now or hereafter conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to exclude another, though it be of a similar or dissimilar
nature, not expressed; provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state, territory, district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.
FOURTH:
1. The beneficial interest in the Trust shall be divided into Shares, all
without par value, but the Trustees shall have the authority from time to time,
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 or
Classes of Shares as to right of redemption and the price, terms and manner of
redemption, liabilities and expenses to be borne by any Series or Class, special
and relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion on liquidation, conversion
rights, and conditions under which the several Series or Classes of Shares shall
have individual voting rights or no voting rights. Except as aforesaid, all
Shares of the different Series shall be identical.
(a) The number of authorized Shares and the number of Shares of each Series and
each Class of a Series that may be issued is unlimited, and the Trustees
may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no
consideration if pursuant to a Share dividend or split-up), all without
action or approval of the Shareholders. All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable.
The Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more Series or
Classes of Series that may be established and designated from time to time.
The Trustees may hold as treasury Shares (of the same or some other
Series), reissue for such consideration and on such terms as they may
determine, or cancel, at their discretion from time to time, any Shares of
any Series reacquired by the Trust.
(b) The establishment and designation of any Series or any Class of any Series
in addition to those established and designated in part 3 of this Article
FOURTH shall be effective with the effectiveness of an instrument setting
forth such establishment and designation and the relative rights and
preferences of such Series or such Class of such Series or as otherwise
provided in such instrument. At any time that there are no Shares
outstanding of any particular Series previously established and designated,
the Trustees may by an instrument executed by a majority of their number
abolish that Series and the establishment and designation thereof. Each
instrument referred to in this paragraph shall be an amendment to this
Declaration of Trust, and the Trustees may make any such amendment without
shareholder approval.
(c) Any Trustee, officer or other agent of the Trust, and any organization in
which any such person is interested may acquire, own, hold and dispose of
Shares of any Series or Class of any Series of the Trust to the same extent
as if such person were not a Trustee, officer or other agent of the Trust;
and the Trust may issue and sell or cause to be issued and sold and may
purchase Shares of any Series or Class of any Series from any such person
or any such organization subject only to the general limitations,
restrictions or other provisions applicable to the sale or purchase of
Shares of such Series or Class generally.
2. The Trustees shall have the authority from time to time, without
obtaining shareholder approval, to divide the Shares of any Series into two or
more Classes as they deem necessary or desirable, and to establish and designate
such Classes. In such event, each Class of a Series shall represent interests in
the designated Series of the Trust and have such voting, dividend, liquidation
and other rights as may be established and designated by the Trustees. Expenses
related directly or indirectly to the Shares of a Class of a Series may be borne
solely by such Class (as shall be determined by the Trustees) and, as provided
in Article FIFTH, a Class of a Series may have exclusive voting rights with
respect to matters relating solely to such Class. The bearing of expenses solely
by a Class of Shares of a Series shall be appropriately reflected (in the manner
determined by the Trustees) in the net asset value, dividend and liquidation
rights of the Shares of such Class of a Series. The division of the Shares of a
Series into Classes and the terms and conditions pursuant to which the Shares of
the Classes of a Series will be issued must be made in compliance with the 1940
Act. No division of Shares of a Series into Classes shall result in the creation
of a Class of Shares having a preference as to dividends or distributions or a
preference in the event of any liquidation, termination or winding up of the
Trust, to the extent such a preference is prohibited by Section 18 of the 1940
Act as to the Trust.
The relative rights and preferences of Shares of different Classes shall be
the same in all respects except that, unless and until the Board of Trustees
shall determine otherwise: (i) when a vote of Shareholders is required under
this Declaration of Trust or when a meeting of Shareholders is called by the
Board of Trustees, the Shares of a Class shall vote exclusively on matters that
affect that Class only, (ii) the expenses related to a Class shall be borne
solely by such Class (as determined and allocated to such Class by the Trustees
from time to time in a manner consistent with parts 2 and 3 of this Article
FOURTH); and (iii) pursuant to paragraph 10 of Article NINTH, the Shares of each
Class shall have such other rights and preferences as are set forth from time to
time in the then-effective Prospectus and/or Statement of Additional Information
relating to the Shares. Dividends and distributions on one class may differ from
the dividends and distributions on another Class, and the net asset value of the
Shares of one Class may differ from the net asset value of the Shares of another
Class.
3. Without limiting the authority of the Trustees set forth in part 1 of
this Article FOURTH to establish and designate any further Series, the Trustees
hereby divide the single Series of Shares of the Trust having the same name as
the Trust into four Classes, designated Class A, Class B, Class C and Class Y.
The Shares of that Series and any Shares of any further Series or Classes that
may from time to time be established and designated by the Trustees shall
(unless the Trustees otherwise determine with respect to some further Series or
Classes at the time of establishing and designating the same) have the following
relative rights and preferences:
(a) Assets Belonging to Series. All consideration received by the Trust for the
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issue or sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall irrevocably belong to that Series for all purposes, subject
only to the rights of creditors, and shall be so recorded upon the books of
account of the Trust. Such consideration, assets, income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds, in whatever form the same
may be, together with any General Items allocated to that Series as
provided in the following sentence, are herein referred to as "assets
belonging to" that Series. In the event that there are any assets, income,
earnings, profits, and proceeds thereof, funds, or payments which are not
readily identifiable as belonging to any particular Series (collectively
"General Items"), the Trustees shall allocate such General Items to and
among any one or more of the Series established and designated from time to
time in such manner and on such basis as they, in their sole discretion,
deem fair and equitable; and any General Items so allocated to a particular
Series shall belong to that Series. Each such allocation by the Trustees
shall be conclusive and binding upon the shareholders of all Series for all
purposes.
(b) (1) Liabilities Belonging to Series. The assets belonging to each
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particular Series shall be charged with the liabilities of the Trust in
respect of that Series and all expenses, costs, charges and reserves
attributable to that Series. Any general liabilities, expenses, costs,
charges or 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
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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
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Class may be paid to the holders of Shares of that Series or Class, with
such frequency as the Trustees may determine, which may be daily or
otherwise, pursuant to a standing resolution or resolutions adopted only
once or with such frequency as the Trustees may determine, from such of the
income and capital gains, accrued or realized, from the assets belonging to
that Series or 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 or a
combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election
by each Shareholder of the mode of the making of such dividend or
distribution to that Shareholder. Any such dividend or distribution paid in
Shares will be paid at the net asset value thereof as determined in
accordance with paragraph 13 of Article SEVENTH.
(d) Liquidation. In the event of the liquidation or dissolution of the Trust,
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the Shareholders of each Series and all Classes of each Series that have
been established and designated shall be entitled to receive, as a Series
or Class, when and as declared by the Trustees, the excess of the assets
belonging to that Series over the liabilities belonging to that Series or
Class. The assets so distributable to the Shareholders of any particular
Class or Series shall be distributed among such Shareholders in proportion
to the number of Shares of such Class of that Series held by them and
recorded on the books of the Trust.
(e) Transfer. All Shares of each particular Series or Class shall be
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transferable, but transfers of Shares of a particular Class or Series will
be recorded on the Share transfer records of the Trust applicable to such
Series or Class only at such times as Shareholders shall have the right to
require the Trust to redeem Shares of such Series or Class and at such
other times as may be permitted by the Trustees.
(f) Equality. All Shares of each Series shall represent an equal proportionate
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interest in the assets belonging to that Series (subject to the liabilities
belonging to such Series or any Class of that Series), and each Share of
any particular Series shall be equal to each other Share of that Series and
Shares of each Class of a Series shall be equal to each other Share of such
Class; but the provisions of this sentence shall not restrict any
distinctions permissible under this Article FOURTH that may exist with
respect to Shares of a Series or the different Classes of a Series. The
Trustees may from time to time divide or combine the Shares of any
particular Class or Series into a greater or lesser number of Shares of
that Class or Series without thereby changing the proportionate beneficial
interest in the assets belonging to that Class or Series or in any way
affecting the rights of Shares of any other Class or Series.
(g) Fractions. Any fractional Share of any Class and Series, if any such
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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
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Act, the Trustees shall have the authority to provide whether (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
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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
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from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize. The Trustees may authorize any distributor, principal
underwriter, custodian, transfer agent or other person to accept orders for
the purchase or sale of Shares that conform to such authorized terms and to
reject any purchase or sale orders for Shares whether or not conforming to
such authorized terms.
FIFTH: The following provisions are hereby adopted with respect to voting
Shares of the Trust and certain other rights:
1. The Shareholders shall have the power to vote (a) for the election of
Trustees when that issue is submitted to them, (b) with respect to the
amendment of this Declaration of Trust except where the Trustees are given
authority to amend the Declaration of Trust without shareholder approval,
(c) to the same extent as the shareholders of a Massachusetts business
corporation, as to whether or not a court action, proceeding or claim
should be brought or maintained derivatively or as a class action on behalf
of the Trust or the Shareholders, and (d) with respect to those matters
relating to the Trust as may be required by the 1940 Act or required by
law, by this Declaration of Trust, or the By-Laws of the Trust or any
registration statement of the Trust filed with the Commission or any State,
or as the Trustees may consider desirable.
2. The Trust will not hold shareholder meetings unless required by the 1940
Act, the provisions of this Declaration of Trust, or any other applicable
law. The Trustees may call a meeting of Shareholders.
3. At all meetings of Shareholders, each Shareholder shall be entitled to one
vote on each matter submitted to a vote of the Shareholders of the affected
Series for each Share standing in his name on the books of the Trust on the
date, fixed in accordance with the By-Laws, for determination of
Shareholders of the affected Series entitled to vote at such meeting
(except, if the Board so determines, for Shares redeemed prior to the
meeting), and each such Series shall vote separately ("Individual Series
Voting"); a Series shall be deemed to be affected when a vote of the
holders of that Series on a matter is required by the 1940 Act; provided,
however, that as to any matter with respect to which a vote of Shareholders
is required by the 1940 Act or by any applicable law that must be complied
with, such requirements as to a vote by Shareholders shall apply in lieu of
Individual Series Voting as described above. If the shares of a Series
shall be divided into Classes as provided in Article FOURTH, the shares of
each Class shall have identical voting rights except that the Trustees, in
their discretion, may provide a Class of a Series with exclusive voting
rights with respect to matters which relate solely to such Class. If the
Shares of any Series shall be divided into Classes with a Class having
exclusive voting rights with respect to certain matters, the quorum and
voting requirements described below with respect to action to be taken by
the Shareholders of the Class of such Series on such matters shall be
applicable only to the Shares of such Class. Any fractional Share shall
carry proportionately all the rights of a whole Share, including the right
to vote and the right to receive dividends. The presence in person or by
proxy of the holders of one-third of the Shares, or of the Shares of any
Series or Class of any Series, outstanding and entitled to vote thereat
shall constitute a quorum at any meeting of the Shareholders or of that
Series or Class, respectively; provided however, that if any action to be
taken by the Shareholders or by a Series or Class at a meeting requires an
affirmative vote of a majority, or more than a majority, of the shares
outstanding and entitled to vote, then in such event the presence in person
or by proxy of the holders of a majority of the shares outstanding and
entitled to vote at such a meeting shall constitute a quorum for all
purposes. If at any meeting of the Shareholders there shall be less than a
quorum present, the Shareholders or the Trustees present at such meeting
may, without further notice, adjourn the same from time to time until a
quorum shall attend, but no business shall be transacted at any such
adjourned meeting except such as might have been lawfully transacted had
the meeting not been adjourned.
4. Each Shareholder of a Series or Class, upon request to the Trust in proper
form determined by the Trust, shall be entitled to require the Trust to
redeem from the net assets of that Series or Class all or part of the
Shares of such Series or Class standing in the name of such Shareholder.
The method of computing such net asset value, the time at which such net
asset value shall bm computed and the time within which the Trust shall
make payment therefor, shall be determined as hereinafter provided in
Article SEVENTH of this Declaration of Trust. Notwithstanding the
foregoing, the Trustees, when permitted or required to do so by the 1940
Act, may suspend the right of the Shareholders to require the Trust to
redeem Shares.
5. No Shareholder shall, as such holder, have any right to purchase or
subscribe for any security of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may
determine.
6. All persons who shall acquire Shares shall acquire the same subject to the
provisions of the Declaration of Trust.
SIXTH:
1. The persons who shall act as initial Trustees until the first meeting or
until their successors are duly chosen and qualify are the initial trustees
executing this Declaration of Trust or any counterpart thereof. However,
the By-Laws of the Trust may fix the number of Trustees at a number greater
or lesser than the number of initial Trustees and may authorize the
Trustees to increase or decrease the number of Trustees, to fill any
vacancies on the Board which may occur for any reason including any
vacancies created by any such increase in the number of Trustees, to set
and alter the terms of office of the Trustees and to lengthen or lessen
their own terms of office or make their terms of office of indefinite
duration, all subject to the 1940 Act. Unless otherwise provided by the
By-Laws of the Trust, the Trustees need not be Shareholders.
2. A Trustee at any time may be removed either with or without cause by
resolution duly adopted by the affirmative vote of the holders of
two-thirds of the outstanding Shares, present in person or by proxy at any
meeting of Shareholders called for such purpose; such a meeting shall be
called by the Trustees when requested in writing to do so by the record
holders of not less than ten per centum of the outstanding Shares. A
Trustee may also be removed by the Board of Trustees as provided in the
By-Laws of the Trust.
3. The Trustees shall make available a list of names and addresses of all
Shareholders as recorded on the books of the Trust, upon receipt of the
request in writing signed by not less than ten Shareholders (who have been
shareholders for at least six months) holding in the aggregate shares of
the Trust valued at not less than $25,000 at current offering price (as
defined in the Trust's Prospectus and\or Statement of Additional
Information) 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.
4. If and when the Trust has outstanding two or more series of Shares pursuant
to Article FOURTH of this Declaration of Trust, each Series shall be
considered as if it were a separate common law trust covered by Section
16(c) of the 1940 Act and parts 2 and 3 of this Article SIXTH. However, the
Trust may at any time or from time to time apply to the Commission for one
or more exemptions from all or part of said Section 16(c) of the 1940 Act,
and, if an exemptive order or orders are issued by the Commission, such
order or orders shall be deemed part of said Section 16(c) for the purposes
of parts 2 and 3 of this Article SIXTH.
SEVENTH: The following provisions are hereby adopted for the purpose of
defining, limiting and regulating the powers of the Trust, the Trustees and the
Shareholders.
1. As soon as any Trustee is duly elected by the Shareholders or the Trustees
and shall have accepted this Trust, the Trust estate shall vest in the new
Trustee or Trustees, together with the continuing Trustees, without any
further act or conveyance, and he or she shall be deemed a Trustee
hereunder.
2. The death, declination, resignation, retirement, removal, or incapacity of
the Trustees, or any one of them, shall not operate to annul the Trust or
to revoke any existing agency created pursuant to the terms of this
Declaration of Trust.
3. The assets of the Trust shall be held separate and apart from any assets
now or hereafter held in any capacity other than as Trustee hereunder by
the Trustees or any successor Trustees. All of the assets of the Trust
shall at all times be considered as vested in the Trustees. No Shareholder
shall have, as a holder of beneficial interest in the Trust, any authority,
power or right whatsoever to transact business for or on behalf of the
Trust, or on behalf of the Trustees, in connection with the property or
assets of the Trust, or in any part thereof.
4. The Trustees in all instances shall act as principals, and are and shall be
free from the control of the Shareholders. The Trustees shall have full
power and authority to do any and all acts and to make and execute, and to
authorize the officers and agents of the Trust to make and execute, any and
all contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. The Trustees
shall not in any way be bound or limited by present or future laws or
customs in regard to Trust investments, but shall have full authority and
power to make any and all investments which they, in their uncontrolled
discretion, shall deem proper to accomplish the purpose of this Trust.
Subject to any applicable limitation in this Declaration of Trust or by the
By-Laws of the Trust, the Trustees shall have power and authority:
(a) to adopt By-Laws not inconsistent with this Declaration of Trust
providing for the conduct of the business of the Trust and to amend and repeal
them to the extent that they do not reserve that right to the Shareholders;
(b) to elect and remove such officers and appoint and terminate such
officers as they consider appropriate with or without cause;
(c) to employ a bank or trust company as custodian of any assets of the
Trust subject to any conditions set forth in this Declaration of Trust or in the
By-Laws;
(d) To retain a transfer agent and shareholder servicing agent, or both;
(e) To provide for the distribution of Shares either through a principal
underwriter or the Trust itself or both;
(f) To set record dates in the manner provided for in the By-Laws of the
Trust;
(g) to delegate such authority as they consider desirable to any officers
of the Trust and to any agent, custodian or underwriter;
(h) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver powers of attorney to such person or persons as the Trustees
shall deem proper, granting to such person or persons such power and discretion
with relation to securities or property as the Trustees shall deem proper;
(i) to exercise powers and rights of subscription or otherwise which in any
manner arise out of ownership of securities held in trust hereunder;
(j) to hold any security or property in a form not indicating any trust,
whether in bearer, unregistered or other negotiable form, either in its own name
or in the name of a custodian or a nominee or nominees, subject in either case
to proper safeguards according to the usual practice of Massachusetts business
trusts or investment companies;
(k) to consent to or participate in any plan for the reorganization,
consolidation or merger of any corporation or concern, any security of which is
held in the Trust; to consent to any contract, lease, mortgage, purchase, or
sale of property by such corporation or concern, and to pay calls or
subscriptions with respect to any security held in the Trust;
(l) to compromise, arbitrate, or otherwise adjust claims in favor of or
against the Trust or any matter in controversy including, but not limited to,
claims for taxes;
(m) to make, in the manner provided in the By-Laws, distributions of income
and of capital gains to Shareholders;
(n) to borrow money to the extent and in the manner permitted by the 1940
Act and the Trust's fundamental policy thereunder as to borrowing;
(o) to enter into investment advisory or management contracts, subject to
the 1940 Act, with any one or more corporations, partnerships, trusts,
associations or other persons; and
(p) to change the name of the Trust or any Class or Series of the Trust as
they consider appropriate without prior shareholder approval.
5. No one dealing with the Trustees shall be under any obligation to make any
inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.
6. (a) The Trustees shall have no power to bind any Shareholder personally or
to call upon any Shareholder for the payment of any sum of money or
assessment whatsoever other than such as the Shareholder may at any time
personally agree to pay by way of subscription to any Shares or otherwise.
There is hereby expressly disclaimed shareholder liability for the acts and
obligations of the Trust. Every note, bond, contract or other undertaking
issued by or on behalf of the Trust or the Trustees relating to the Trust
shall include a recitation limiting the obligation represented thereby to
the Trust and its assets (but the omission of such recitation shall not
operate to bind any Shareholder).
(b) Whenever this Declaration of Trust calls for or permits any action to
be taken by the Trustees hereunder, such action shall mean that taken by the
Board of Trustees by vote of the majority of a quorum of Trustees as set forth
from time to time in the By-Laws of the Trust or as required by the 1940 Act.
(c) The Trustees shall possess and exercise any and all such additional
powers as are reasonably implied from the powers herein contained such as may be
necessary or convenient in the conduct of any business or enterprise of the
Trust, to do and perform anything necessary, suitable, or proper for the
accomplishment of any of the purposes, or the attainment of any one or more of
the objects, herein enumerated, or which shall at any time appear conducive to
or expedient for the protection or benefit of the Trust, and to do and perform
all other acts and things necessary or incidental to the purposes herein before
set forth, or that may be deemed necessary by the Trustees.
(d) The Trustees shall have the power, to the extent not inconsistent with
the 1940 Act, to determine conclusively whether any moneys, securities, or other
properties of the Trust are, for the purposes of this Trust, to be considered as
capital or income and in what manner any expenses or disbursements are to be
borne as between capital and income whether or not in the absence of this
provision such moneys, securities, or other properties would be regarded as
capital or income and whether or not in the absence of this provision such
expenses or disbursements would ordinarily be charged to capital or to income.
7. The By-Laws of the Trust may divide the Trustees into classes and prescribe
the tenure of office of the several classes, but no class of Trustee shall
be elected for a period shorter than that from the time of the election
following the division into classes until the next meeting and thereafter
for a period shorter than the interval between meetings or for a period
longer than five years, and the term of office of at least one class shall
expire each year.
8. The Shareholders shall have the right to inspect the records, documents,
accounts and books of the Trust, subject to reasonable regulations of the
Trustees, not contrary to Massachusetts law, as to whether and to what
extent, and at what times and places, and under what conditions and
regulations, such right shall be exercised.
9. Any officer elected or appointed by the Trustees or by any committee of the
Trustees may be removed at any time, with or without cause, by vote of the
Trustees.
10. If the By-Laws so provide, the Trustees shall have power to hold their
meetings, to have an office or offices and, subject to the provisions of
the laws of Massachusetts, to keep the books of the Trust outside of said
Commonwealth at such places as may from time to time be designated by them.
Action may be taken by the Trustees without a meeting by unanimous written
consent or by telephone or similar method of communication.
11. Securities held by the Trust shall be voted in person or by proxy by the
President or a Vice-President, or such officer or officers of the Trust as
the Trustees shall designate for the purpose, or by a proxy or proxies
thereunto duly authorized by the Trustees, except as otherwise ordered by
vote of the holders of a majority of the Shares outstanding and entitled to
vote in respect thereto.
12. (a) Subject to the provisions of the 1940 Act, any Trustee, officer or
employee, individually, or any partnership of which any Trustee, officer or
employee may be a member, or any corporation or association of which any
Trustee, officer or employee may be an officer, director, trustee, employee
or stockholder, may be a party to, or may be pecuniarily or otherwise
interested in, any contract or transaction of the Trust, and in the absence
of fraud no contract or other transaction shall be thereby affected or
invalidated; provided that in case a Trustee, or a partnership, corporation
or association of which a Trustee is a member, officer, director, trustee,
employee or stockholder is so interested, such fact shall be disclosed or
shall have been known to the Trustees or a majority thereof; and any
Trustee who is so interested, or who is also a director, officer, trustee,
employee or stockholder of such other corporation or a member of such
partnership or association which is so interested, may be counted in
determining the existence of a quorum at any meeting of the Trustees which
shall authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect as
if he or she were not such director, officer, trustee, employee or
stockholder of such other trust or corporation or association or a member
of a partnership so interested.
(b) Specifically, but without limitation of the foregoing, the Trust may
enter into a management or investment advisory contract or underwriting contract
and other contracts with, and may otherwise do business with any manager or
investment adviser for the Trust and/or principal underwriter of the Shares of
the Trust or any subsidiary or affiliate of any such manager or investment
adviser and/or principal underwriter and may permit any such firm or corporation
to enter into any contracts or other arrangements with any other firm or
corporation relating to the Trust notwithstanding that the Trustees of the Trust
may be composed in part of partners, directors, officers or employees of any
such firm or corporation, and officers of the Trust may have been or may be or
become partners, directors, officers or employees of any such firm or
corporation, and in the absence of fraud the Trust and any such firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or corporation shall be invalidated or in
any way affected thereby, nor shall any Trustee or officer of the Trust be
liable to the Trust or to any Shareholder or creditor thereof or to any other
person for any loss incurred by it or him or her solely because of the existence
of any such contract or transaction; provided that nothing herein shall protect
any director or officer of the Trust against any liability to the Trust or to
its security holders to which he or she would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.
(c) As used in this paragraph the following terms shall have the meanings
set forth below:
(i) the term "indemnitee" shall mean any present or former Trustee, officer
or employee of the Trust, any present or former Trustee or officer of another
trust or corporation whose securities are or were owned by the Trust or of which
the Trust is or was a creditor and who served or serves in such capacity at the
request of the Trust, and the heirs, executors, administrators, successors and
assigns of any of the foregoing; however, whenever conduct by an indemnitee is
referred to, the conduct shall be that of the original indemnitee rather than
that of the heir, executor, administrator, successor or assignee;
(ii) the term "covered proceeding" shall mean any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, to which an indemnitee is or was a party or is threatened to be
made a party by reason of the fact or facts under which he or she or it is an
indemnitee as defined above;
(iii) the term "disabling conduct" shall mean willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties involved in the
conduct of the office in question;
(iv) the term "covered expenses" shall mean expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by an indemnitee in connection with a covered proceeding; and
(v) the term "adjudication of liability" shall mean, as to any covered
proceeding and as to any indemnitee, an adverse determination as to the
indemnitee whether by judgment, order, settlement, conviction or upon a plea of
nolo contendere or its equivalent.
(d) The Trust shall not indemnify any indemnitee for any covered expenses
in any covered proceeding if there has been an adjudication of liability against
such indemnitee expressly based on a finding of disabling conduct.
(e) Except as set forth in paragraph (d) above, the Trust shall indemnify
any indemnitee for covered expenses in any covered proceeding, whether or not
there is an adjudication of liability as to such indemnitee if a determination
has been made that the indemnitee was not liable by reason of disabling conduct
by (1) a final decision on the merits of the court or other body before which
the covered proceeding was brought; or (2) in the absence of such decision, a
reasonable determination, based on a review of the facts, by either (A) the vote
of a majority of a quorum of Trustees who are neither "interested persons" as
defined in the 1940 Act nor parties to the covered proceedings, or (B) an
independent legal counsel in a written opinion; provided that such Trustees or
counsel, in making such determination, may but need not presume the absence of
disabling conduct on the part of the indemnitee by reason of the manner in which
the covered proceeding was terminated.
(f) Covered expenses incurred by an indemnitee in connection with a covered
proceeding shall be advanced by the Trust to an indemnitee prior to the final
disposition of a covered proceeding upon the request of the indemnitee for such
advance and the undertaking by or on behalf of the indemnitee to repay the
advance unless it is ultimately determined that the indemnitee is entitled to
indemnification hereunder, but only if one or more of the following is the case:
(i) the indemnitee shall provide a security for such undertaking; (ii) the Trust
shall be insured against losses arising out of any lawful advances; or (iii)
there shall have been a determination, based on a review of the readily
available facts (as opposed to a full trial-type inquiry) that there is a reason
to believe that the indemnitee ultimately will be found entitled to
indemnification by either independent legal counsel in a written opinion or by
the vote of a majority of a quorum of trustees who are neither "interested
persons" as defined in the 1940 Act nor parties to the covered proceeding.
(g) Nothing herein shall be deemed to affect the right of the Trust and/or
any indemnitee to acquire and pay for any insurance covering any or all
indemnitees to the extent permitted by the 1940 Act or to affect any other
indemnification rights to which any indemnitee may be entitled to the extent
permitted by the 1940 Act.
13. For purposes of the computation of net asset value, as in this Declaration
of Trust referred to, the following rules shall apply:
(a) The net asset value per Share of any Series, as of the time of
valuation on any day, shall be the quotient obtained by dividing the value, as
at such time, of the net assets of that Series (i.e., the value of the assets of
that Series less its liabilities exclusive of its surplus) by the total number
of Shares of that Series outstanding at such time. The assets and liabilities of
any Series shall be determined in accordance with generally accepted accounting
principles, provided, however, that in determining the liabilities of any Series
there shall be included such reserves as may be authorized or approved by the
Trustees, and provided further that in connection with the accrual of any fee or
refund payable to or by an investment advisor of the Trust for such Series, the
amount of which accrual is not definitely determinable as of any time at which
the net asset value of each Share of that Series is being determined due to the
contingent nature of such fee or refund, the Trustees are authorized to
establish from time to time formulae for such accrual, on the basis of the
contingencies in question to the date of such determination, or on such other
basis as the Trustees may establish.
(1) Shares of a Series to be issued shall be deemed to be outstanding as of the
time of the determination of the net asset value per Share applicable to
such issuance and the net price thereof shall be deemed to be an asset of
that Series;
(2) Shares of a Series to be redeemed by the Trust shall be deemed to be
outstanding until the time of the determination of the net asset value
applicable to such redemption, and thereupon, and until paid, the
redemption price thereof shall be deemed to be a liability of that Series;
and
(3) Shares of a Series voluntarily purchased or contracted to be purchased by
the Trust pursuant to the provisions of paragraph 4 of Article FIFTH shall
be deemed to be outstanding until whichever is the later of (i) the time of
the making of such purchase or contract of purchase, and (ii) the time at
which the purchase price is determined, and thereupon, and until paid, the
purchase price thereof shall be deemed to be a liability of that Series.
(b) The Trustees are empowered, in their absolute discretion, to establish
other bases or times, or both, for determining the net asset value per Share of
any Series or Class in accordance with the 1940 Act and to authorize the
voluntary purchase by any Series or Class either directly or through an agent,
of Shares of any Series or Class upon such terms and conditions and for such
consideration as the Trustees shall deem advisable in accordance with any such
provision, rule or regulation.
14. Payment of the net asset value per Share of any Class and Series properly
surrendered to it for redemption shall be made by the Trust within seven
days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together
with any additional documentation that may reasonably be required by the
Trust or its transfer agent to evidence the authority of the tenderor to
make such requests plus any period of time during which the right of the
holders of the shares of such Class of that Series to require the Trust to
redeem such shares has been suspended. Any such payment may be made in
portfolio securities of such Class of that Series and/or in cash, as the
Trustees shall deem advisable, and no Shareholder shall have a right, other
than as determined by the Trustees, to have Shares redeemed in kind.
15. The Trust shall have the right, at any time and without prior notice to the
Shareholder, to redeem Shares of the Class and Series held by such
Shareholder held in any account registered in the name of such Shareholder
for its current net asset value, if and to the extent that such redemption
is necessary to reimburse either that Series or Class of the Trust or the
distributor (i.e., principal underwriter) of the Shares for any loss either
has sustained by reason of the failure of such Shareholder to make timely
and good payment for Shares purchased or subscribed for by such
Shareholder, regardless of whether such Shareholder was a Shareholder at
the time of such purchase or subscription, subject to and upon such terms
and conditions as the Trustees may from time to time prescribe.
EIGHTH: The name "Oppenheimer" included in the name of the Trust and of any
Series shall be used pursuant to a royalty-free, non-exclusive license from
OppenheimerFunds, Inc. ("OFI"), incidental to and as part of an advisory,
management or supervisory contract which may be entered into by the Trust with
OFI. The license may be terminated by OFI upon termination of such advisory,
management or supervisory contract or without cause upon 60 days' written
notice, in which case neither the Trust nor any Series or Class shall have any
further right to use the name "Oppenheimer" in its name or otherwise and the
Trust, the Shareholders and its officers and Trustees shall promptly take
whatever action may be necessary to change its name and the names of any Series
or Classes accordingly.
NINTH:
1. In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a
Shareholder and not because of his acts or omissions or for some other
reason, the Shareholder or former Shareholder (or the Shareholder's heirs,
executors, administrators or other legal representatives or in the case of
a corporation or other entity, its corporate or other general successor)
shall be entitled out of the Trust estate to be held harmless from and
indemnified against all loss and expense arising from such liability. The
Trust shall, upon request by the Shareholder, assume the defense of any
such claim made against any Shareholder for any act or obligation of the
Trust and satisfy any judgment thereon.
2. It is hereby expressly declared that a trust and not a partnership is
created hereby. No individual Trustee hereunder shall have any power to
bind the Trust, the Trust's officers or any Shareholder. All persons
extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to
the assets of the Trust for payment under any such credit, transaction,
contract or claim; and neither the Shareholders nor the Trustees, nor any
of their agents, whether past, present or future, shall be personally
liable therefor; notice of such disclaimer shall be given in each
agreement, obligation or instrument entered into or executed by the Trust
or the Trustees. Nothing in this Declaration of Trust shall protect a
Trustee against any liability to which such Trustee would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee hereunder.
3. The exercise by the Trustees of their powers and discretion hereunder in
good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
provisions of paragraph 2 of this Article NINTH, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The Trustees may
take advice of counsel or other experts with respect to the meaning and
operations of this Declaration of Trust, applicable laws, contracts,
obligations, transactions or any other business the Trust may enter into,
and subject to the provisions of paragraph 2 of this Article NINTH, shall
be under no liability for any act or omission in accordance with such
advice or for failing to follow such advice. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is required.
4. This Trust shall continue without limitation of time but subject to the
provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.
(a) The Trustees, with the favorable vote of the holders of a majority as
defined in the 1940 Act, of the outstanding Shares of any one or more Series
entitled to vote, may sell and convey the assets of that Series (which sale may
be subject to the retention of assets for the payment of liabilities and
expenses) to another issuer for a consideration which may be or include
securities of such issuer. Upon making provision for the payment of liabilities,
by assumption by such issuer or otherwise, the Trustees shall distribute the
remaining proceeds ratably among the holders of the outstanding Shares of the
Series the assets of which have been so transferred.
(b) The Trustees, with the favorable vote of the holders of a majority, as
defined in the 1940 Act, of the outstanding Shares of any one or more Series
entitled to vote, may at any time sell and convert into money all the assets of
that Series. Upon making provisions for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of that Series,
the Trustees shall distribute the remaining assets of that Series ratably among
the holders of the outstanding Shares of that Series.
(c) The Trustees, with the favorable vote of the holders of a majority, as
defined in the 1940 Act, of the outstanding Shares of any one or more Series
entitled to vote, may otherwise alter, convert or transfer the assets of the
Series.
(d) Upon completion of the distribution of the remaining proceeds or the
remaining assets as provided in sub-sections (a) and (b), and in subsection (c)
where applicable, the Series the assets of which have been so transferred shall
terminate, and if all the assets of the Trust have been so transferred, the
Trust shall terminate and the Trustees shall be discharged of any and all
further liabilities and duties hereunder and the right, title and interest of
all parties shall be canceled and discharged.
5. The original or a copy of this instrument and of each restated declaration
of trust or instrument supplemental hereto shall be kept at the office of
the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each supplemental or restated declaration of trust shall
be filed with the Secretary of State of Massachusetts, as well as any other
governmental office where such filing may from time to time be required.
Anyone dealing with the Trust may rely on a certificate by an officer of
the Trust as to whether or not any such supplemental or restated
declarations of trust have been made and as to any matters in connection
with the Trust hereunder, and, with the same effect as if it were the
original, may rely on a copy certified by an officer of the Trust to be a
copy of this instrument or of any such supplemental or restated declaration
of trust. In this instrument or in any such supplemental or restated
declaration of trust, references to this instrument, and all expressions
like "herein", "hereof" and "hereunder" shall be deemed to refer to this
instrument as amended or affected by any such supplemental or restated
declaration of trust. This instrument may be executed in any number of
counterparts, each of which shall be deemed an original.
6. The Trust set forth in this instrument is created under and is to be
governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts. The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by
such a trust.
7. The Board of Trustees is empowered to cause the redemption of the Shares
held in any account if the aggregate net asset value of such Shares (taken
at cost or value, as determined by the Board) has been reduced to $500 or
less upon such notice to the shareholder in question, with such permission
to increase the investment in question and upon such other terms and
conditions as may be fixed by the Board of Trustees in accordance with the
1940 Act.
8. In the event that any person advances the organizational expenses of the
Trust, such advances shall become an obligation of the Trust subject to
such terms and conditions as may be fixed by, and on a date fixed by, or
determined with criteria fixed by the Board of Trustees, to be amortized
over a period or periods to be fixed by the Board.
9. Whenever any action is taken under this Declaration of Trust under any
authorization to take action which is permitted by the 1940 Act or any
other applicable law, such action shall be deemed to have been properly
taken if such action is in accordance with the construction of the 1940 Act
or such other applicable law then in effect as expressed in "no action"
letters of the staff of the Commission or any release, rule, regulation or
order under the 1940 Act or any decision of a court of competent
jurisdiction, notwithstanding that any of the foregoing shall later be
found to be invalid or otherwise reversed or modified by any of the
foregoing.
10. Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof
in the then effective Prospectus and/or Statement of Additional Information
relating to the Shares under the Securities Act of 1933 or in any proxy
statement of the Trust rather than by formal resolution of the Board.
11. Whenever under this Declaration of Trust, the Board of Trustees is
permitted or required to place a value on assets of the Trust, such action
may be delegated by the Board, and/or determined in accordance with a
formula determined by the Board, to the extent permitted by the 1940 Act.
12. If authorized by vote of the Trustees and, if a vote of Shareholders is
required under this Declaration of Trust, the favorable vote of the holders
of a "majority", as defined in the 1940 Act, of the outstanding Shares
entitled to vote, or by any larger vote which may be required by applicable
law in any particular case, the Trustees shall amend or otherwise
supplement this instrument, by making a Declaration of Trust supplemental
hereto, which thereafter shall form a part hereof; any such Supplemental or
Restated Declaration of Trust may be executed by and on behalf of the Trust
and the Trustees by an officer or officers of the Trust. Amendments having
the purpose of changing the name of the Trust, or any Series or Class of
Shares, or of adding or designating Series or Classes of Series or of
supplying any omission, curing any ambiguity, or curing, correcting or
supplementing any provision that is defective or inconsistent with the 1940
Act or with the requirements of the Internal Revenue Code and the
regulations thereunder for the Trust's obtaining the most favorable
treatment thereunder available to regulated investment companies or of
taking such other actions permitted hereunder without the necessity of
obtaining Shareholder approval or action shall not require authorization by
Shareholder vote.
orgzn\775-dot.498
IN WITNESS WHEREOF, the undersigned have executed this instrument as of this
27th day of April, 1998.
/s/ Robert G. Galli /s/ Edward V. Regan
- -------------------------- --------------------------
Robert G. Galli Edward V. Regan
11-54 Shearwater Court 40 Park Avenue
Jersey City, NJ 07305 New York, NY 10016
/s/ Leon Levy /s/ Russell Reynolds, Jr.
- -------------------------- ------------------------
Leon Levy Russell Reynolds, Jr.
One Sutton Place South 39 Clapboard Ridge Road
New York, NY 10022 Greenwich, CT 06830
/s/ Benjamin Lipstein /s/ Donald W. Spiro
- -------------------------- ------------------------
Benjamin Lipstein Donald W. Spiro
591 Breezy Hill Road 399 Ski Trail
Hillsdale, NY 12529 Kinnelon, NJ 07405
/s/ Bridget A. Macaskill /s/ Pauline Trigere
- -------------------------- -------------------------
Bridget A. Macaskill Pauline Trigere
160 East 81st Street 525 Park Avenue
New York, NY 10028 New York, NY 10021
/s/ Elizabeth B. Moynihan /s/ Clayton K. Yeutter
- -------------------------- ------------------------
Elizabeth B. Moynihan Clayton K. Yeutter
801 Pennsylvania Avenue 1325 Merrie Ridge Road
Washington, DC 20004 McLean, VA 22101
/s/ Kenneth A. Randall
- --------------------------
Kenneth a Randall
6 Whittaker's Mill
Williamsburg, VA 23185
orgzn\775-dot.498
