Diversification of Investments
Current fundamental policy would
be eliminated.
Fund
|
Current Fundamental Policy – Diversification of Investments
|
AMT-Free Municipals
Rochester AMT-Free New York
Municipal Fund
Capital Appreciation Fund
Developing Markets Fund
Discovery Fund
Equity Income Fund
Flexible Strategies Fund
Global Fund
Global Multi Strategies Fund
Global Opportunities Fund
Global Value Fund
International Diversified Fund
International Growth Fund
International Small Company Fund
International Value Fund
Rochester Limited Term Municipal Fund
Master International Value Fund
Rochester National Municipals
Rising Dividends Fund
Value Fund
Small- & Mid-Cap Growth Fund
Rochester Fund Municipals
Rochester Limited Term New York Municipal Fund
|
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 the issuer's voting securities. This limitation applies to 75% of the Fund's total assets. The limit does not apply to securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities of other investment companies.
|
Global Allocation Fund
|
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 issued 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 or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities of other investment companies.
|
Gold & Special Minerals Fund
|
The Fund is “non-diversified” under the Investment Company Act.
|
Institutional Money Market Fund
|
The Fund cannot make any investment inconsistent with the Fund’s classification as a diversified investment company under the Investment Company Act.
|
The Fund cannot invest more than 5% of its total assets in the securities of any issuer (except the U.S. government or its agencies or instrumentalities);
provided, however,
that the Fund may invest up to 25% of its total assets in the First Tier Securities of a single issuer for a period of up to three business days after the acquisition thereof;
provided, further,
that the Fund may not invest in the securities of more than one issuer in accordance with the foregoing proviso at any time.
|
Money Market Fund
|
The Fund cannot invest more than 5% of its total assets in securities of any issuer (except the U.S. Government or its agencies or instrumentalities).
|
Active Allocation Fund
Conservative Investor Fund
Equity Investor Fund
Moderate Investor Fund
|
A 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 each Fund's total assets. The limit does not apply to securities issued or guaranteed by the U.S. government or any of its agencies or instrumentalities or securities of other investment companies. For purposes of this restriction, a Fund's investments will be considered to be its pro rata portion of each Underlying Fund's portfolio securities.
|
Select Value Fund
|
The Fund cannot buy securities issued or guaranteed by any one issuer if more than 5% of its total assets would be invested in securities of that issuer or it would then own more than 10% of that issuer's voting securities. That restriction 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 to securities of other investment companies.
|
Small- and Mid-Cap Value Fund
U.S. Government Trust
|
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 or guaranteed by the U.S. Government or any of its agencies or instrumentalities or securities of other investment companies.
|
Note:
The following Funds have no fundamental policy
relating to diversification: California Municipal Fund, Limited-Term California Municipal Fund, New Jersey Municipal Fund, Pennsylvania
Municipal Fund, Real Estate Fund, Rochester Arizona Municipal Fund, Rochester Intermediate Term Municipal Fund, Rochester Maryland
Municipal Fund, Rochester Massachusetts Municipal Fund, Rochester Michigan Municipal Fund, Rochester Minnesota Municipal Fund,
Rochester North Carolina Municipal Fund, Rochester Ohio Municipal Fund, Rochester Short Term Municipal Fund and Rochester Virginia
Municipal Fund.
Lending
Proposed Fundamental Policy
The Fund cannot make loans, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities & Exchange Commission, its staff, or other authority with appropriate jurisdiction.
|
Current restriction identical/substantially
similar to proposed model:
AMT-Free Municipals
Rochester AMT-Free New York Municipal Fund
California Municipal Fund
Capital Appreciation Fund
Developing Markets Fund
Discovery Fund
Equity Income Fund
Flexible Strategies Fund
Global Allocation Fund
Global Fund
Global Multi Strategies Fund
Global Opportunities Fund
Global Value Fund
Gold & Special Minerals Fund
Institutional Money Market Fund
International Diversified Fund
International Growth Fund
International Small Company Fund
International Value Fund
Limited Term California Municipal Fund
Rochester Limited Term Municipal Fund
Master International Value Fund
Money Market Fund
Rochester National Municipals
Pennsylvania Municipal Fund
Active Allocation Fund
Conservative Investor Fund
Equity Investor Fund
Moderate Investor Fund
Real Estate Fund
Rising Dividends Fund
Rochester Arizona Municipal Fund
Rochester Intermediate Term Municipal Fund
Rochester Maryland Municipal Fund
Rochester Massachusetts Municipal Fund
Rochester Michigan Municipal Fund
Rochester Minnesota Municipal Fund
Rochester North Carolina Municipal Fund
Rochester Ohio Municipal Fund
Rochester Short Term Municipal Fund
Rochester Virginia Municipal Fund
Select Value Fund
Value Fund
Small- and Mid-Cap Growth Fund
Small- and Mid-Cap Value Fund
U.S. Government Trust
Rochester Fund Municipals
Rochester Limited Term New York Municipal Fund
|
The Fund cannot make loans, except to the extent permitted
under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund,
as such statute, rules or regulations may be amended or interpreted from time to time.
|
New Jersey Municipal Fund
|
The Fund cannot make loans, except to the extent permitted
under the 1940 Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute,
rules or regulations may be amended or interpreted from time to time.
|
Real Estate and Commodities
Proposed Fundamental Policy
The Fund cannot invest in real estate or commodities, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities & Exchange Commission, its staff, or other authority with appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Real Estate & Commodities
|
Gold & Special Minerals Fund
|
The Fund cannot invest in real estate, physical commodities or commodity contracts (other than the hedging instruments or Metal Investments permitted by any of its other investment policies) except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time. It does not matter whether the hedging instrument or Metal Investment is considered to be a commodity or commodity contract.
|
Rochester Limited Term Municipal Fund
|
The Fund cannot invest in real estate. However, the Fund can invest in municipal securities or other permissible securities or instruments secured by real estate or interests in real estate.
|
Active Allocation Fund
Conservative Investor Fund
Equity Investor Fund
Moderate Investor Fund
|
A Fund cannot purchase real estate or commodities; however,
a Fund may use commodity contracts approved by its Board.
|
Current restriction identical/substantially
similar to proposed model:
AMT-Free Municipals
Rochester AMT-Free New York
Municipal Fund
California Municipal Fund
Capital Appreciation Fund
Developing Markets Fund
Discovery Fund
Equity Income Fund
Flexible Strategies Fund
Global Allocation Fund
Global Fund
Global Multi Strategies Fund
Global Opportunities Fund
Global Value Fund
Institutional Money Market Fund
International Diversified Fund
International Growth Fund
International Small Company Fund
International Value Fund
Limited Term California Municipal Fund
Master International Value Fund
Money Market Fund
Rochester National Municipals
Pennsylvania Municipal Fund
Real Estate Fund
Rising Dividends Fund
Rochester Arizona Municipal Fund
Rochester Intermediate Term
Municipal Fund
Rochester Maryland Municipal
Fund
Rochester Massachusetts
Municipal Fund
Rochester Michigan Municipal
Fund
Rochester Minnesota Municipal
Fund
Rochester North Carolina Municipal
Fund
Rochester Ohio Municipal
Fund
Rochester Short Term Municipal
Fund
Rochester Virginia Municipal
Fund
Select Value Fund
Value Fund
Small- & Mid-Cap Growth Fund
Small- & Mid-Cap Value Fund
U.S. Government Trust
Rochester Fund Municipals
Rochester Limited Term New York Municipal Fund
|
The Fund cannot invest in real estate, physical commodities or commodity contracts, except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
New Jersey Municipal Fund
|
The Fund cannot invest in real estate, physical commodities or commodity contracts, except to the extent permitted under the 1940 Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Senior Securities
Proposed Fundamental Policy
The Fund cannot issue “senior securities,” except to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statute, rules, regulations or exemption may be amended or interpreted from time to time by the Securities & Exchange Commission, its staff, or other authority with appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Senior Securities
|
Institutional Money Market Fund
|
The Fund cannot issue senior securities to the extent such issuance would violate applicable law.
|
Rochester Limited Term Municipal Fund
|
The Fund cannot issue "senior securities," but this does not prohibit certain investment activities for which assets of the Fund are designated as segregated or margin collateral or escrow arrangements are established to cover the related obligations. Examples of those activities include borrowing money, reverse repurchase agreements, delayed-delivery and when-issued arrangements for portfolio securities transactions, and contracts to buy or sell derivatives, hedging instruments, options or futures.
|
Current restriction identical/substantially
similar to proposed model:
AMT-Free Municipals
Rochester AMT-Free New York
Municipal Fund
California Municipal Fund
Developing Markets Fund
Discovery Fund
Equity Income Fund
Flexible Strategies Fund
Global Fund
Global Multi Strategies Fund
Global Opportunities Fund
Global Value Fund
Gold & Special Minerals Fund
International Diversified Fund
International Growth Fund
International Small Company Fund
International Value Fund
Limited Term California Municipal Fund
Master International Value Fund
Money Market Fund
Rochester National Municipals
New Jersey Municipal Fund
Pennsylvania Municipal Fund
Active Allocation Fund
Conservative Investor Fund
Equity Investor Fund
Moderate Investor Fund
Rising Dividends Fund
Rochester Arizona Municipal Fund
Rochester Intermediate Term Municipal Fund
Rochester Maryland Municipal Fund
Rochester Massachusetts Municipal Fund
Rochester Michigan Municipal Fund
Rochester Minnesota Municipal Fund
Rochester North Carolina Municipal Fund
Rochester Ohio Municipal Fund
Rochester Virginia Municipal Fund
Value Fund
Small- & Mid-Cap Growth Fund
Small- & Mid-Cap Value Fund
U.S. Government Trust
Rochester Fund Municipals
Rochester Limited Term New
York Municipal Fund
|
The Fund cannot issue senior securities, except to the extent
permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom, as such statute, rules
or regulations may be amended or interpreted from time to time.
|
Capital Appreciation Fund
Real Estate Fund
Select Value Fund
|
The Fund cannot issue “senior securities” except
to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is
applicable to the Fund, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Global Allocation Fund
|
The Fund cannot issue senior securities except to the extent
permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom that is applicable to
the Fund, as such statute, rules or regulations may be amended or interpreted from time to time.
|
Rochester Short Term Municipal Fund
|
The Fund cannot issue “senior securities,” except
to the extent permitted under the Investment Company Act, the rules or regulations thereunder or any exemption therefrom, as such
statute, rules or regulations may be amended or interpreted from time to time.
|
Underwriting
Proposed Fundamental Policy
The Fund cannot underwrite securities of other issuers, except to the extent permitted under the Investment Company Act or the Securities Act of 1933, the rules or regulations thereunder or any exemption therefrom that is applicable to the Fund, as such statutes, rules, regulations or exemption may be amended or interpreted from time to time by the Securities & Exchange Commission, its staff, or other authority with appropriate jurisdiction.
|
Fund
|
Current Fundamental Policy – Underwriting
|
Rochester Limited Term New
York Municipal Fund
|
The Fund may not underwrite securities of other issuers, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
AMT-Free Municipals
|
The Fund may not underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its portfolio.
|
Rochester AMT-Free New York
Municipal Fund
Rochester Arizona Municipal
Fund
Rochester Maryland Municipal Fund
Rochester Massachusetts Municipal Fund
Rochester Michigan Municipal Fund
Rochester Minnesota Municipal Fund
Rochester North Carolina
Municipal Fund
Rochester Ohio Municipal Fund
Rochester Short Term Municipal Fund
Rochester Virginia Municipal Fund
|
The Fund may not underwrite securities issued by others, except to the extent that the Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
Capital Appreciation Fund
Select Value Fund
|
The Fund cannot underwrite securities of other companies except as permitted by the Investment Company Act. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Developing Markets Fund
Global Fund
Global Opportunities Fund
Global Value Fund
Gold & Special Minerals Fund
International Growth Fund
International Small Company Fund
Limited Term California Municipal Fund
Master International Value Fund
Rochester National Municipals
New Jersey Municipal Fund
Pennsylvania Municipal Fund
Rochester Intermediate Term
Municipal Fund
Small- & Mid-Cap Growth Fund
|
The Fund cannot underwrite securities of other companies. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Discovery Fund
|
The Fund cannot underwrite securities of other companies. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933, as amended, when reselling any securities held in its own portfolio.
|
California Municipal Fund
Equity Income Fund
Flexible Strategies Fund
Global Multi Strategies Fund
Institutional Money Market Fund
International Diversified Fund
International Value Fund
Money Market Fund
Small- & Mid-Cap Value Fund
U.S. Government Trust
|
The Fund may not underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
Global Allocation Fund
|
The Fund cannot underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
Rochester Limited Term Municipal Fund
|
The Fund cannot underwrite securities. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling in securities held in its portfolio.
|
Active Allocation Fund
Conservative Investor Fund
Equity Investor Fund
Moderate Investor Fund
|
A Fund may not underwrite securities issued by others, except to the extent that such Fund may be considered an underwriter within the meaning of the Securities Act, as amended, when reselling securities held in its own portfolio.
|
Real Estate Fund
|
The Fund cannot underwrite securities of other companies except as permitted by the Investment Company Act. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 when reselling any securities held in its own portfolio.
|
Rising Dividends Fund
|
The Fund may not underwrite securities issued by others, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, when reselling securities held in its own portfolio.
|
Value Fund
|
The Fund cannot underwrite securities of other issuers. A permitted exception is in case it is deemed to be an underwriter under the Securities Act of 1933 in reselling its portfolio securities.
|
Rochester Fund Municipals
|
The Fund may not underwrite securities of other issuers, except to the extent that a Fund may be considered an underwriter within the meaning of the Securities Act of 1933, as amended, when reselling securities held in its own portfolio.
|
Tax-Free Securities
Proposed Fundamental Policy
Under normal market conditions, and as a fundamental policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the opinion of counsel to the issuer of each security, is exempt from federal and, as applicable, the Fund’s state income tax.
|
Fund
|
Current Policy-Tax-free Securities
|
Rochester AMT-Free New York Municipal Fund
|
Prospectus:
Under normal market conditions the Fund invests at
least 80% of its net assets in New York municipal securities that pay interest that, in the opinion of counsel to the issuer of
each security, is exempt from federal and New York State and New York City personal income taxes (referred to as "New York
municipal securities"). These primarily include municipal bonds, municipal notes, and interests in municipal leases.
The Fund's New York municipal
securities include tax-exempt debt obligations issued by the State of New York or its political subdivisions (cities, towns and
counties, for example); agencies, public authorities and instrumentalities (these are state-chartered corporations) of the State
of New York; and New York municipal securities also include U.S. territories, commonwealths and possessions (for example, Puerto
Rico, Guam and the Virgin Islands) that pay interest that is exempt (in the opinion of the issuer's legal counsel when the security
is issued) from federal income tax and New York State and New York City personal income taxes.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and the Fund's state individual income
tax, which may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
The Fund invests at least 80% of its net assets in
New York municipal securities.
|
Pennsylvania Municipal Fund
|
Prospectus:
Under normal market conditions, the Fund seeks to invest
100% of its net assets in municipal securities and as a fundamental policy, invests at least 80% of its net assets (plus borrowings
for investment purposes) in Pennsylvania municipal securities that, in the opinion of counsel to the issuer of the security, are
exempt from federal and Pennsylvania personal income taxes and from the investment income tax of the school district of Philadelphia.
These securities primarily include municipal bonds, municipal notes and interests in municipal leases. Pennsylvania municipal securities
also include debt obligations of the governments of certain territories, possessions and commonwealths of the United States, if
the interest is not subject to Pennsylvania and federal income tax. These securities are "Pennsylvania municipal securities"
for purposes of this prospectus.
Securities whose interest is exempt from Pennsylvania taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Pennsylvania.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
SAI:
The Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in Pennsylvania municipal securities. This includes securities that generate income subject
to the alternative minimum tax.
|
New Jersey Municipal Fund
|
Prospectus:
Under normal market conditions, the Fund seeks to invest
100% of its net assets in municipal securities, and as a fundamental policy, invests at least 80% of its net assets (plus
borrowings for investment purposes) in New Jersey municipal securities that, in the opinion of counsel to the issuer of the security,
are exempt from federal and New Jersey individual income taxes. These securities primarily include municipal bonds, municipal notes
and interests in municipal leases. New Jersey municipal securities also include debt obligations of the governments of certain
territories, possessions and commonwealths of the United States, if the interest is not subject to New Jersey and federal income
tax. These securities are "New Jersey municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from New Jersey
taxes are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of New Jersey.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
SAI:
The Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in New Jersey municipal securities. This includes securities that generate income subject to
the alternative minimum tax.
|
Rochester National Municipals
|
Prospectus:
The Fund invests in municipal securities that, in the
opinion of counsel to the issuer of the security, are exempt from federal income tax. Under normal market conditions, and as a
fundamental policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the
income from which, in the opinion of counsel to the issuer of each security, is exempt from federal individual income tax.
This includes securities that generate income subject to the alternative minimum tax.
SAI
:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from federal individual income tax.
The Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in municipal securities.
|
Rochester Intermediate Term Municipal Fund
|
Prospectus:
Under normal market conditions, and as a fundamental policy, the Fund invests at least 80% of its net assets (plus borrowings for
investment purposes) in securities the income from which, in the opinion of counsel to the issuer of each security, is exempt from
federal individual income tax. Securities that generate income subject to the alternative minimum tax ("AMT") will
count towards this 80% requirement, however, the Fund will not invest more than 5% of its net assets in securities that produce
income subject to the AMT. The Fund invests primarily in municipal bonds, municipal notes and interests in municipal leases and
commercial paper issued by the governments of states, their political subdivisions (such as cities, towns and counties), the District
of Columbia, or by their agencies, instrumentalities and authorities.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from federal individual income tax.
The Fund invests at least 80% of its net assets (plus
borrowings for investment purposes) in municipal securities.
|
Rochester Short Term Municipal Fund
|
Prospectus:
Under normal market conditions the Fund invests at
least 80% of its net assets, plus borrowings for investment purposes, in securities that pay interest that is, in the opinion of
bond counsel to the issuer at the time the security is issued, exempt from federal individual income tax. Securities that generate
income subject to the alternative minimum tax ("AMT") will count towards this 80% requirement, however the Fund will
not invest more than 5% of its net assets in securities that produce income subject to the AMT.
The Fund invests primarily in municipal bonds, municipal
notes and interests in municipal leases and commercial paper issued by the governments of states, their political subdivisions
(such as cities, towns and counties), the District of Columbia, or by their agencies, instrumentalities and authorities.
SAI:
It will invest at least 80% of its net assets, plus
borrowing for investment purposes, in securities that pay interest that is, in the opinion of bond counsel to the issuer at the
time the security is issued, exempt from federal individual income tax. Securities that generate income subject to the alternative
minimum tax ("AMT") will count towards this 80% requirement, however the Fund will not invest more than 5% of its net
assets in securities that produce income subject to the AMT.
Under normal market conditions, the Fund invests at
least 80% of its net assets (plus borrowings for investment purposes) in investments the income from which, in the opinion of counsel
to the issuer of each investment at the time the security is issued is exempt from federal individual income tax.
|
Rochester Limited Term New York Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy,
the Fund invests at least 95% of its net assets (plus borrowings for investment purposes) in securities issued by:
-
the State of New York and its political subdivisions
(cities, towns and counties, for example),
-
agencies, instrumentalities (these are state-chartered
corporations) and public authorities of the State of New York, and
-
territories, commonwealths and possessions of the
United States (for example, Puerto Rico, Guam and the Virgin Islands).
These are referred to as "New York municipal securities"
in this prospectus, which are securities that pay interest that, in the opinion of counsel to the issuer of each security, is exempt
from federal, New York state and New York city personal income taxes. These securities primarily include municipal bonds, municipal
notes and interests in municipal leases.
|
AMT-Free Municipals
|
Prospectus:
The Fund invests mainly in municipal securities that
pay interest that, in the opinion of counsel to the issuer of each security, is exempt from federal individual income tax. These
primarily include municipal bonds, municipal notes, interests in municipal leases, and tax-exempt commercial paper. Under normal
market conditions, the Fund attempts to invest 100% of its assets in municipal securities. As a fundamental policy, the Fund
invests at least 80% of its net assets (plus borrowings for investment purposes) in municipal securities.
|
California Municipal Fund
|
Prospectus:
Under normal market conditions, the Fund seeks to invest
100% of its net assets in municipal securities, and as a fundamental policy, invests at least 80% of its net assets (plus borrowings
for investment purposes) in California municipal securities that, in the opinion of counsel to the issuer of the securities, are
exempt from federal and California individual income taxes. These securities primarily include municipal bonds, municipal notes
and interests in municipal leases. California municipal securities also include debt obligations of the governments of certain
territories, possessions and commonwealths of the United States, if the interest is not subject to California and federal income
tax. These securities are "California municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from California taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of California. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
|
Limited Term California Municipal Fund
|
Prospectus:
Under normal market conditions, the Fund invests at least
80% of its net assets (plus borrowings for investment purposes) in California municipal securities that, in the opinion of counsel
to the issuer of the securities, are exempt from federal and California individual income taxes. These securities primarily include
municipal bonds, municipal notes and interests in municipal leases. California municipal securities also include debt obligations
of the governments of certain territories, possessions and commonwealths of the United States, if the interest is not subject to
California and federal income tax. These securities are "California municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from California taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of California. A
substantial portion of the Fund's California municipal securities may pay interest that is subject to the federal alternative minimum
tax. Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The
Fund selects investments without regard to this type of tax treatment.
|
Limited Term Municipal Fund
|
Prospectus:
Under normal circumstances and as a fundamental policy,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in investment-grade municipal securities
that are exempt from federal income tax (including securities subject to alternative minimum tax).
The Fund invests in municipal
securities issued by the governments of states, their political subdivisions (such as cities, towns and counties), the District
of Columbia, U.S. territories, commonwealths and possessions or by their agencies, instrumentalities and authorities, if the interest
paid on the security is not subject to federal personal income tax (in the opinion of bond counsel to the issuer at the time the
security is issued). These securities primarily include municipal bonds, municipal notes and interests in municipal leases.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in investment-grade securities that
are exempt from federal income tax (including securities subject to alternative minimum tax). Municipal securities are generally
classified as general obligation bonds, revenue bonds and notes
|
Rochester Fund Municipals
|
Prospectus:
The Fund invests mainly in New York municipal securities
that pay interest that, in the opinion of counsel to the issuer of each security, is exempt from federal and New York personal
income taxes. To seek its investment objective:
-
As a fundamental policy, under normal market conditions,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in tax-exempt securities, including securities
subject to alternative minimum tax,
The Fund's tax-exempt investments can include a wide
variety of debt obligations, including securities issued by:
-
the State of New York and its political subdivisions
(for example, cities, towns and counties),
-
agencies, public authorities and instrumentalities
(these are state-chartered corporations) of the State of New York, and
-
territories, commonwealths and possessions of the
United States (for example, Puerto Rico, Guam and the Virgin Islands) that pay interest that, in the opinion of counsel to the
issuer of each security, is exempt from federal, New York State and New York City personal income taxes.
These
are referred to as "New York municipal securities" in this prospectus.
SAI:
As a fundamental policy, under normal market conditions,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in tax-exempt securities, including securities
subject to alternative minimum tax. Municipal securities are generally classified as general obligation bonds, revenue bonds
and notes.
|
Rochester Arizona Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Arizona state income tax. These securities are
generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and primarily
include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests in
municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located outside
of Arizona, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject to federal
or Arizona state income tax. These securities are "Arizona municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from Arizona taxes are
included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Arizona. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment
SAI:
Under normal market conditions, and as a fundamental policy,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which,
in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which may
include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
|
Rochester Maryland Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Maryland state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located outside
of Maryland, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject to federal
or Maryland state income tax. These securities are "Maryland municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from Maryland taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Maryland. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental policy,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which,
in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which may
include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
|
Rochester Massachusetts Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Massachusetts state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located outside
of Massachusetts, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject to
federal or Massachusetts state income tax. These securities are "Massachusetts municipal securities" for purposes of
this prospectus.
Securities whose interest is exempt from Massachusetts taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Massachusetts.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental policy,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which,
in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which may
include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
|
Rochester Michigan Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Michigan state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of
issuers located outside of Michigan, such as U.S. territories, commonwealths and possessions, if the interest on such securities
is not subject to federal or Michigan state income tax. These securities are "Michigan municipal securities" for
purposes of this prospectus.
Securities whose interest is exempt from Michigan taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Michigan. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which
may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
|
Rochester Minnesota Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Minnesota state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located
outside of Minnesota, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject
to federal or Minnesota state income tax. These securities are "Minnesota municipal securities" for purposes of
this prospectus.
While the Fund is required under normal market conditions
to invest at least 80% of its net assets in securities the income from which is exempt from both federal and Minnesota individual
income tax, the Fund intends to invest its assets so that at least 95% of the exempt-interest dividends that it pays, including
any exempt-interest dividends exempt from state taxation under federal law, are derived from Minnesota municipal obligations as
required for state tax exemption under Minnesota law.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which
may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
|
Rochester North Carolina Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and North Carolina state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations
are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue
obligations are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities,
or a specific excise tax or other revenue source. The securities in which the Fund invests may also include those of
issuers located outside of North Carolina, such as U.S. territories, commonwealths and possessions, if the interest on such securities
is not subject to federal or North Carolina state income tax. These securities are "North Carolina municipal securities"
for purposes of this prospectus.
Securities whose interest is exempt from North Carolina taxes
are included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of North Carolina.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which
may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
|
Rochester Ohio Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy,
the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which,
in the opinion of counsel to the issuer of each security, is exempt from both federal and Ohio state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located
outside of Ohio, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject to
federal or Ohio state income tax. These securities are "Ohio municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from Ohio taxes are included for purposes of the Fund's 80% requirement
discussed above, even if the issuer is located outside of Ohio. Securities that generate income subject to alternative minimum
tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which
may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
|
Rochester Virginia Municipal Fund
|
Prospectus:
Under normal market conditions, as a fundamental policy, the
Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from which, in the
opinion of counsel to the issuer of each security, is exempt from both federal and Virginia state income tax. These securities
are generally issued by the state and its political subdivisions (such as cities, towns, counties, agencies and authorities) and
primarily include municipal bonds (long-term (more than one-year) obligations), municipal notes (short-term obligations) and interests
in municipal leases. Municipal securities generally are classified as general or revenue obligations. General obligations are secured
by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue obligations
are bonds whose interest is payable only from the revenues derived from a particular facility or class of facilities, or a specific
excise tax or other revenue source. The securities in which the Fund invests may also include those of issuers located outside
of Virginia, such as U.S. territories, commonwealths and possessions, if the interest on such securities is not subject to federal
or Virginia state income tax. These securities are "Virginia municipal securities" for purposes of this prospectus.
Securities whose interest is exempt from Virginia taxes are
included for purposes of the Fund's 80% requirement discussed above, even if the issuer is located outside of Virginia. Securities
that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund selects investments
without regard to this type of tax treatment.
SAI:
Under normal market conditions, and as a fundamental
policy, the Fund invests at least 80% of its net assets (plus borrowings for investment purposes) in securities the income from
which, in the opinion of counsel to the issuer of each security, is exempt from both federal and state individual income tax, which
may include securities of issuers located outside of the Fund's state such as U.S. territories, commonwealths and possessions.
Securities that generate income subject to alternative minimum tax (AMT) will count towards the Fund's 80% requirement. The Fund
selects investments without regard to this type of tax treatment.
|
Miscellaneous Investment Strategy Restrictions
Current fundamental policies would
be eliminated.
Fund
|
Current Fundamental Policy – Miscellaneous
|
Rochester AMT-Free New York Municipal Fund
|
The Fund cannot purchase any securities that are subject to restrictions on resale.
|
Gold & Special Minerals Fund
|
The Fund cannot invest in Metal Investments if, as a result, more than 10% of the Fund's total assets would be invested in Metal Investments.
|
Gold & Special Minerals Fund
|
The Fund may buy and sell futures contracts that relate to (1) broadly-based stock indices (these are referred to as "stock index futures"), and (2) an individual stock ("single stock futures"). This limitation is a fundamental policy.
|
Gold & Special Minerals Fund
|
The Fund will not invest more than 5% of its total assets in warrants or rights and not more than 2% of its total assets in warrants and rights that are not listed on the New York Stock Exchange or the American Stock Exchange. This limitation does not apply to warrants the Fund acquires as part of securities units or that are attached to other securities the Fund buys. These percentage limitations are fundamental policies.
|
Rochester Fund Municipals
|
As a fundamental policy, securities purchased on a "when-issued" or "delayed-delivery" basis cannot exceed 10% of the Fund's net assets.
|
Global Fund
|
As a fundamental policy, the Fund normally will invest in at least three countries (one of which may be the United States). Typically, the Fund invests in a number of different countries.
|
Global Opportunities Fund
|
As a fundamental policy, the Fund normally will invest in at least four countries, including the United States.
|
New Jersey Municipal Fund
|
The Fund cannot invest in other investment companies except to the extent permitted by the Act.
|
Flexible Strategies Fund
|
The Fund can invest up to 5% of its total assets in warrants but no more than 2% of its total assets may be invested in warrants that are not listed on The New York Stock Exchange or The American Stock Exchange. Those percentage limitations are fundamental policies.
|
Appendix
H
Agreement
and Declaration of Trust
of
[Fund
Name]
THIS AGREEMENT AND DECLARATION OF
TRUST is made as of [____________] [__], 20[__] for the purpose of forming a Delaware statutory trust in accordance with the provisions
hereinafter set forth.
WHEREAS, the Trust shall be formed
under the Delaware Act upon the filing of the Certificate of Trust in the Office of the Secretary of State of the State of Delaware;
NOW, THEREFORE, the Trustees do hereby
declare that the Trustees will hold IN TRUST all cash, securities and other assets that the Trust now possesses or may hereafter
acquire from time to time in any manner and manage and dispose of the same upon the following terms and conditions.
ARTICLE
I
Name and Definitions
Section
1.1
Name
. The name of the Trust is [Fund Name]
and the Trustees shall conduct the business of the Trust under that name or any other name as they may from time to time determine.
The Trustees may, without Shareholder approval, change the name of the Trust or any Series or Class and adopt such other name as
they deem proper. Any name change of any Series or Class shall become effective upon approval by the Trustees of such change or
any document (including any Registration Statement) reflecting such change. Any name change of the Trust shall become effective
upon the filing of a certificate of amendment under the Delaware Act reflecting such change. Any such action shall have the status
of an amendment to this Declaration of Trust. In the event of any name change, the Trustees shall cause notice to be given to the
affected Shareholders within a reasonable time after the implementation of such change, which notice will be deemed given if the
changed name is reflected in any Registration Statement.
Section
1.2
Definitions
. Whenever used herein, unless otherwise
required by the context or specifically provided:
(a) “By-Laws”
shall mean the By-Laws of the Trust as amended from time to time, which By-Laws are expressly herein incorporated by reference
as part of the “governing instrument” within the meaning of the Delaware Act;
(b) “Certificate
of Trust” shall mean the certificate of trust, as amended or restated from time to time, filed by the Trustees in the Office
of the Secretary of State of the State of Delaware in accordance with the Delaware Act to form the Trust;
(c) “Class”
shall mean a class of Shares of the Trust or of any Series of the Trust established in accordance with the provisions of Article
III hereof;
(d) “Commission,”
“Interested Person” and “Principal Underwriter” shall have the meanings given them in the 1940 Act;
(e) “Covered Person”
shall have the meaning given it in Section 7.5 hereof;
(f) “Declaration
of Trust” shall mean this Agreement and Declaration of Trust, as amended or restated from time to time;
(g) “Delaware
Act” shall mean the Delaware Statutory Trust Act, 12
Del.
C.
§§ 3801
et
seq.
;
(h) “Exchange”
shall have the meaning given it in Section 6.2(a) hereof;
(i) “General Assets”
shall have the meaning given it in Section 3.6(a) hereof;
(j) “Investment
Manager” or “Manager” shall mean a party furnishing services to the Trust pursuant to any contract described
in Section 4.8 hereof;
(k) “1940
Act” shall mean the Investment Company Act of 1940 and the rules and regulations thereunder and interpretations thereunder,
and any order or orders thereunder which may from time to time be applicable to the Trust. References herein to specific sections
of the 1940 Act shall be deemed to include such rules and regulations as are applicable to such sections as determined by the Trustees
or their designees;
(l) “Person”
shall mean and include individuals, corporations, limited liability companies, partnerships, trusts, associations, joint ventures,
estates and other entities, whether or not legal entities, and governments and agencies and political subdivisions thereof, whether
domestic or foreign;
(m) “Registration
Statement” shall mean the Trust’s registration statement or statements as filed with the Commission, as from time to
time in effect and shall include any prospectus or statement of additional information forming a part thereof;
(n) “Schedule
A” shall have the meaning given it in Section 3.6 hereof;
(o) “Series” shall
mean each series of Shares referenced in, or established under or in accordance with, the provisions of Article III;
(p) “Shareholder”
shall mean a record owner of outstanding Shares;
(q) “Shares”
shall mean the shares of beneficial interest into which the beneficial interest in the Trust shall be divided from time to time
and includes fractions of Shares as well as whole Shares;
(r) “Trust”
shall mean the Delaware statutory trust established under the Delaware Act by this Declaration of Trust and the filing of the Certificate
of Trust in the Office of the Secretary of State of the State of Delaware;
(s) “Trust
Property” shall mean any and all property, real or personal, tangible or intangible, that is from time to time owned or held
by or for the account of the Trust; and
(t) “Trustees”
or “Board of Trustees” shall mean the persons who have signed this Declaration of Trust and all other persons who may
from time to time be duly elected or appointed to serve as Trustees in accordance with the provisions hereof, in each case so long
as such person shall continue in office in accordance with the terms of this Declaration of Trust, and reference herein to a Trustee
or the Trustees shall refer to such person or persons in his, her or their capacities as trustee or trustees hereunder. Unless
otherwise required by the context or specifically provided, any reference herein to the Trustees shall refer to the Trustee at
any time that there is only one Trustee of the Trust.
ARTICLE
II
Purpose of Trust
The purpose
of the Trust is to conduct, operate and carry on the business of a management investment company registered under the 1940 Act
through one or more Series investing primarily in securities, and to carry on such other business as the Trustees may from time
to time determine pursuant to their authority under this Declaration of Trust.
ARTICLE
III
Shares
Section
3.1
Division of Beneficial Interest
. The beneficial interest in the Trust
shall be divided into Shares. The Trust and any Series may have no Classes, may consist of one Class or may be divided into two
or more Classes. The number of Shares of the Trust and each Series and Class authorized hereunder is unlimited. The Trust is authorized
to issue an unlimited number of Shares, and upon the establishment of any Series or Class as provided herein, the Trust shall be
authorized to issue an unlimited number of Shares of each such Series and Class, unless otherwise determined, and subject to any
conditions set forth, by the Trustees. Subject to the further provisions of this Article III and any applicable requirements of
the 1940 Act, the Trustees shall have full power and authority, in their sole discretion, and without obtaining any authorization
or vote of the Shareholders of any Series or Class, (i) to divide the beneficial interest in each Series or Class into Shares,
with or without par value as the Trustees shall determine (provided that unless the Trustees shall otherwise determine, all Shares
shall have a par value of $0.001), (ii) to issue Shares without limitation as to number (including fractional Shares and Shares
held in the treasury), to such Persons and for such amount and type of consideration, including cash or securities, at such time
or times and on such terms as the Trustees may deem appropriate, (iii) to establish and designate and to change in any manner any
Series or Class and to fix such preferences, voting powers, rights, duties and privileges and business purpose of each Series or
Class as the Trustees may from time to time determine, which preferences, voting powers, rights, duties and privileges may be senior
or subordinate to (or in the case of business purpose, different from) any existing Series or Class thereof and may be limited
to specified property or obligations of the Trust or profits and losses associated with specified property or obligations of the
Trust, (iv) to divide or combine the Shares of the Trust or any Series or Class into a greater or lesser number without thereby
materially changing the proportionate beneficial interest of the Shares of the Trust or such Series or Class in the assets held
with respect to the Trust or such Series or Class, (v) to classify or reclassify any Shares of the Trust or any Series or Class
into Shares of one or more Series or Classes (whether the Shares to be classified or reclassified are issued and outstanding or
unissued and whether such Shares constitute part or all of the Shares of the Trust or such Series or Class) and (vi) to take such
other action with respect to the Shares of the Trust or any Series or Class as the Trustees may deem desirable.
Subject to the distinctions permitted
among Classes of the Trust or any Series as established by the Trustees consistent with the requirements of the 1940 Act, each
Share of the Trust or any Series shall represent an equal beneficial interest in the net assets of the Trust or such Series, and
each Shareholder of the Trust or any Series shall be entitled to receive such Shareholder’s pro rata share of distributions
of income and capital gains, if any, made with respect to the Trust or such Series. Upon redemption of the Shares of any Series,
the applicable Shareholder shall be paid solely out of the funds and property of such Series of the Trust.
All references to Shares in this Declaration
of Trust shall be deemed to be Shares of the Trust and of any or all Series or Classes, as the context may require. All provisions
herein relating to the Trust shall apply equally to each Series of the Trust and each Class, except as the context otherwise requires.
Notwithstanding any other provision
of this Declaration of Trust, including Section 4.5 hereof, all Shares issued hereunder, including Shares issued in connection
with a dividend in Shares or a split or reverse split of Shares, shall be fully paid and non-assessable. Except as otherwise provided
by the Trustees, Shareholders shall have no preemptive or other right to subscribe to any additional Shares or other securities
issued by the Trust. Shares held in the Trust’s treasury shall not confer any voting rights on the Trustees and shall not
be entitled to any dividends or other distributions declared with respect to the Shares.
Section
3.2
Ownership of Shares
. The ownership of Shares shall be
recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall contain the names and addresses
of the Shareholders and the Shares held by each Shareholder. No certificates certifying the ownership of Shares shall be issued
except as the Board of 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 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 the identity of the Shareholders of each
Series and Class and as to the number of Shares of the Trust and of each Series and Class held from time to time by each Shareholder.
No Shareholder shall be entitled to receive payment of any distribution or to have notice given to such Shareholder of any meeting
or other action in respect of the Trust or any Series or Class until such Shareholder has given its address and such other information
as shall be required to such officer or agent of the Trust or such Series or Class as shall keep the record books of the Trust
or such Series or Class for entry thereof.
Section
3.3
Transfer of Shares
. Except as otherwise provided by
the Trustees, Shares shall be transferable on the books of the Trust only by the record holder thereof or by his duly authorized
agent upon delivery to the Trustees or the Trust’s transfer or similar agent of a duly executed instrument of transfer, together
with a Share certificate if one is outstanding, and such evidence of the genuineness of each such execution and authorization and
of such other matters as may be required by the Trustees. Upon such delivery, and subject to any further requirements specified
by the Trustees, the transfer shall be recorded on the books of the Trust. Until a transfer is so recorded, the Shareholder of
record of Shares shall be deemed to be the Shareholder with respect to such Shares for all purposes hereunder and neither the Trustees
nor the Trust, nor any transfer or similar agent or registrar or any officer, employee or agent of the Trust, shall be affected
by any notice of a proposed transfer.
Section
3.4
Investments in the Trust
. Investments may be accepted by the
Trust from such Persons, at such times, on such terms, and for such consideration as the Trustees or their authorized agents from
time to time may authorize in their sole discretion. The Trustees and their authorized agents shall have the right to refuse to
issue Shares to any Person at any time and for any reason.
Section
3.5
Status of Shares and Limitation of Personal Liability
. Shares shall be deemed to be personal
property giving only the rights provided in this Declaration of Trust. Every Shareholder by virtue of having become a Shareholder
shall be held to have expressly assented and agreed to the terms hereof. The death, incapacity, dissolution, termination or bankruptcy
of a Shareholder during the existence of the Trust shall not operate to terminate the Trust, nor entitle the representative of
any such Shareholder to an accounting or to take any action in court or elsewhere against the Trust or the Trustees, but entitles
such representative only to the rights of such Shareholder under this Trust. Ownership of Shares shall not entitle the Shareholder
to any title in or to the whole or any part of the Trust Property or right to call for a partition or division of the same or for
an accounting, nor shall the ownership of Shares constitute the Shareholders as partners. Neither the Trust nor the Trustees, nor
any officer, employee or agent of the Trust shall have any power to bind personally any Shareholder, nor, except as specifically
provided herein, to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the
Shareholder may at any time personally agree to pay.
Section
3.6
Establishment of Series and Classes of Shares
. Subject to the provisions of this
Section 3.6, the Trust shall consist of the Series and Classes indicated on Schedule A attached hereto (“
Schedule A
”),
as such Schedule A may be amended from time to time. The Series and Classes indicated on Schedule A as of the date hereof are hereby
established and are referred to as the “Initial Series and Classes.” The establishment of any Series or Class of Shares
(other than the Initial Series and Classes) shall be effective upon the adoption by the Trustees of a resolution that sets forth
the designation of, or otherwise identifies, such Series or Class, whether directly in such resolution or by reference to, or approval
of, another document that sets forth the designation of, or otherwise identifies, such Series or Class including any Registration
Statement, any amendment and/or restatement of this Declaration of Trust and/or Schedule A or as otherwise provided in such resolution.
Upon the establishment of any Series or Class of Shares or the termination of any existing Series or Class of Shares, Schedule
A shall be amended to reflect the addition or termination of such Series or Class and any officer of the Trust is hereby authorized
to make such amendment; provided that the amendment of Schedule A shall not be a condition precedent to the establishment or termination
of any Series or Class in accordance with this Declaration of Trust. The relative rights and preferences of each Series and each
Class (including the Initial Series and Classes) shall be as set forth herein and as set forth in any Registration Statement relating
thereto, unless (with respect to any Series or Class other than the Initial Series and Classes) otherwise provided in the resolution
establishing such Series or Class. Any action that may be taken by the Trustees with respect to any Series or Class, including
any addition, modification, division, combination, classification, reclassification, change of name or termination may be made
in the same manner as the establishment of such Series or Class.
Unless otherwise provided in any Registration
Statement relating thereto, Shares of the Initial Series and Classes and each additional Series or Class established pursuant to
this Article III (unless otherwise provided in the resolution establishing such additional Series or Class), shall have the following
relative rights and preferences:
(a)
Assets
Held with Respect to a Particular Series
. All consideration received by the Trust for the issue or sale of Shares of a particular
Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds
thereof from whatever source derived, 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 be held
with respect to that Series for all purposes, and shall be so recorded upon the books of account of the Trust. Such consideration,
assets, income, earnings, profits and proceeds thereof, from whatever source derived, 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, are herein referred to as “assets held with respect to” that Series. In the event that the Trust has
only issued Shares of two or more Series (and not Shares of the Trust) and there are any assets, income, earnings, profits and
proceeds thereof, funds or payments that are not readily identifiable as assets held with respect to any particular Series (collectively
“General Assets”), the Trustees shall allocate such General Assets to, between or among any one or more of the Series
in such manner and on such basis as the Trustees, in their sole discretion, deem fair and equitable, and any General Assets so
allocated to a particular Series shall be held with respect to that Series. Each such allocation by the Trustees shall be conclusive
and binding upon the Shareholders of all Series for all purposes.
(b)
Liabilities
Held with Respect to a Particular Series
. All liabilities of the Trust held with respect to a particular Series and all expenses,
costs, charges and reserves attributable to that Series shall be charged against the assets held with respect to that Series. Any
general liabilities of the Trust that are not readily identifiable as being held with respect to any particular Series shall be
allocated and charged by the Trustees to and among any one or more of the Series in such manner and on such basis as the Trustees
in their sole discretion deem fair and equitable. All liabilities, expenses, costs, charges, and reserves so charged to a Series
are herein referred to as “liabilities held with respect 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.
All liabilities held with respect to a particular Series shall be enforceable against the assets held with respect to such Series
only and not against the assets of the Trust generally or against the assets held with respect to any other Series and, except
as otherwise provided in this Declaration of Trust with respect to the allocation of General Assets, none of the debts, liabilities,
obligations and expenses incurred, contracted for or otherwise existing with respect to the Trust generally or any other Series
thereof shall be enforceable against the assets of such Series. Notice of this limitation on inter-Series liabilities shall be
set forth in the Certificate of Trust or in an amendment thereto. To the extent required by Section 3804(a) of the Delaware Act
in order to give effect to the limitation on inter-Series liabilities set forth in this Section 3.6, (i) separate and distinct
records shall be maintained for each Series, (ii) the assets held with respect to each Series shall be held in such separate and
distinct records (directly or indirectly, including through a nominee or otherwise) and accounted for in such separate and distinct
records separately from the assets held with respect to all other Series and the General Assets of the Trust not allocated to such
Series and/or (iii) the records maintained for each Series shall account for the assets held with respect to such Series separately
from the assets of any other Series and from the General Assets of the Trust not allocated to such Series.
(c)
Dividends,
Distributions, Redemptions, and Repurchases
. Notwithstanding any other provisions of this Declaration of Trust, including Article
VI, no dividend or distribution on the Shares of any Series, including any distribution paid in connection with termination of
the Trust or such Series or any Class of such Series, nor any redemption or repurchase of, the Shares of such Series or Class shall
be effected by the Trust other than from the assets held with respect to such Series, nor shall any Shareholder of any particular
Series otherwise have any right or claim against the assets held with respect to any other Series except to the extent that such
Shareholder has such a right or claim hereunder as a Shareholder of such other Series. The Trustees shall have the sole discretion,
to the extent not inconsistent with the 1940 Act, to determine which items shall be treated as income and which items as capital;
and each such determination and allocation shall be conclusive and binding upon all Shareholders for all purposes.
(d)
Fractions
.
Any fractional Share of the Trust or any Series shall carry proportionately all the rights and obligations of a whole Share of
the Trust or any Series, including rights with respect to voting, receipt of dividends and distributions, redemption of Shares
and termination of the Trust.
(e)
Exchange
Privilege
. The Trustees shall have the authority to provide that the Shareholders of any Series or Class shall have the right
to exchange such Shares for Shares of one or more other Series or Class of Shares or for interests in one or more trusts, corporations
or other business entities (or a series or class of any of the foregoing) in accordance with such requirements and procedures as
may be established by the Trustees.
(f)
Combination
of Series and Classes
. The Trustees shall have the authority, without the approval of the Shareholders of the Trust or any
Series or Class unless otherwise required by applicable federal law, to combine the assets and liabilities held with respect to
any two or more Series or Classes into assets and liabilities held with respect to a single Series or Class and in connection therewith
to cause the Shareholders of each such Series or Class to become shareholders of such single Series or Class.
(g)
Elimination
of Series or Classes
. At any time that there are no Shares outstanding of any particular Series or Class previously established,
the Trustees may abolish that Series or Class and rescind the establishment thereof.
(h)
Division of Series or Classes
.
The Trustees shall have the authority, without the approval of the Shareholders of any Series or Class unless otherwise required
by applicable federal law, to divide the assets and liabilities held with respect to any Series or Class into assets and liabilities
held with respect to an additional one or more Series or Classes and in connection therewith to cause some or all of the Shareholders
of such Series or Class to be admitted as Shareholders of such additional one or more Series or Classes.
Section
3.7
Constant Net Asset Value
. If the Trust or any Series or Class
holds itself out as a money market or stable value fund, the Trustees shall have the power to reduce the number of outstanding
Shares of the Trust or such Series or Class by reducing the number of Shares in the account of each Shareholder on a pro rata basis,
or to take such other measures as are not prohibited by the 1940 Act, so as to maintain the net asset value per share of the Trust
or such Series or Class at a constant dollar amount.
ARTICLE
IV
The Board of Trustees
Section
4.1
Number, Election and Tenure
. The initial Trustees shall be the
persons initially signing this Declaration of Trust. The number of Trustees shall be the number of persons so signing until changed
by the Trustees, and the Trustees may fix the number of Trustees from time to time; provided that the number of Trustees shall
at all times be at least one (1). Each Trustee shall serve during the continued lifetime of the Trust until the next meeting of
Shareholders called for the purpose of electing Trustees and until the election and qualification of his or her successor or, if
sooner, until he or she dies, declines to serve, resigns, retires, is removed, is incapacitated or is otherwise unable or unwilling
to serve as herein provided. Shareholders shall not be entitled to elect Trustees except as required by the 1940 Act. To the extent
required by the 1940 Act, the Shareholders shall elect the Trustees on such dates as the Trustees may fix from time to time. Any
Trustee may resign at any time by an instrument signed by him and delivered to any officer of the Trust or to a meeting of the
Trustees. Such resignation shall be effective upon receipt unless specified to be effective at some other time. Except to the extent
expressly provided in a written agreement with the Trust, no Trustee resigning and no Trustee removed shall have any right to any
compensation for any period following the effective date of his or her resignation or removal, or any right to damages on account
of such removal. The Shareholders may elect Trustees at any meeting of Shareholders called by the Trustees for that purpose. In
the event that after the proxy material has been printed for a meeting of Shareholders at which Trustees are to be elected any
one or more nominees named in such proxy material dies or become incapacitated or is otherwise unable or unwilling to serve, the
authorized number of Trustees shall be automatically reduced by the number of such nominees, unless the Board of Trustees prior
to the meeting shall otherwise determine. Any Trustee may be removed by action of a majority of the Trustees with or without cause.
Any Trustee may be removed with or without cause at any meeting of Shareholders by a vote of two-thirds of the total combined net
asset value of all Shares of the Trust issued and outstanding. A meeting of Shareholders for the purpose of electing or removing
one or more Trustees shall be called as provided in the By-Laws.
Section
4.2
Effect of Death, Resignation, etc. of a Trustee
. The death, declination to serve,
resignation, retirement, removal, or incapacity of one or more Trustees, or all 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. Whenever there shall be fewer than the
designated number of Trustees, until additional Trustees are elected or appointed as provided herein to bring the total number
of Trustees equal to the designated number, the Trustees in office, regardless of their number, shall have all the powers granted
to the Trustees and shall discharge all the duties imposed upon the Trustees by this Declaration of Trust. As evidence of such
vacancy, an instrument certifying the existence of such vacancy may be executed by an officer of the Trust or by a Trustee. In
the event of the death, declination, resignation, retirement, removal, or incapacity of all the then Trustees within a short period
of time and without the opportunity for at least one Trustee being able to appoint additional Trustees to replace those no longer
serving, the Trust’s Investment Manager(s) are empowered to appoint new Trustees subject to the provisions of Section 16(a)
of the 1940 Act.
Section
4.3
Powers
. Subject to the provisions of this
Declaration of Trust, the business of the Trust shall be managed by the Trustees, and the Trustees shall have all powers necessary
or convenient to carry out that responsibility including the power to engage in securities transactions of all kinds on behalf
of the Trust. Without limiting the foregoing, the Trustees may: adopt By-Laws providing for the regulation and management of the
affairs of the Trust and may amend and repeal such By-Laws; enlarge or reduce their number and fill vacancies caused by enlargement
of their number or by the death, declination to serve, resignation, retirement, removal or incapacity of a Trustee; elect and remove,
with or without cause, such officers and appoint and terminate such agents as they consider appropriate; appoint from their own
number and establish and terminate one or more committees consisting of one or more Trustees which may exercise the powers and
authority of the Board of Trustees to the extent that the Trustees determine, including a committee consisting of fewer than all
of the Trustees then in office, which may act for and bind the Trustees and the Trust, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any legal action, suit or proceeding, pending or threatened to be brought before
any court, administrative agency or other adjudicatory body; employ one or more custodians of the assets of the Trust and authorize
such custodians to employ subcustodians and to deposit all or any part of such assets in a system or systems for the central handling
of securities or with a Federal Reserve Bank; retain a transfer or similar agent or a shareholder servicing agent, or both; provide
for the issuance and distribution of Shares by the Trust directly or through one or more Principal Underwriters, or both, or otherwise,
including pursuant to one or more distribution plans of any kind; set record dates for the determination of Shareholders with respect
to various matters; establish a registered office and have a registered agent in the State of Delaware; and declare and pay dividends
and distributions to Shareholders. The Trustees have the power to construe and interpret this Declaration of Trust and to act upon
any such construction or interpretation. Any construction or interpretation of this Declaration of Trust by the Trustees and any
action taken pursuant thereto and any determination as to what is in the interests of the Trust and the Shareholders made by the
Trustees in good faith shall, in each case, be conclusive and binding on all Shareholders and all other Persons for all purposes.
In construing the provisions of this Declaration of Trust, the presumption shall be in favor of a grant of power to the Trustees.
Except as required by federal law including the 1940 Act, neither the Trustees nor any officer of the Trust shall owe any fiduciary
duty to the Trust or any Series or Class or any Shareholder. Unless otherwise expressly provided herein or required by federal
law including the 1940 Act, the Trustees shall act in their sole discretion and may take any action or exercise any power without
any vote or consent of the Shareholders.
Without limiting the foregoing, the
Trustees shall have the power and authority to cause the Trust (or to act on behalf of the Trust):
(a) To
invest and reinvest cash, to hold cash uninvested, and to subscribe for, invest in, reinvest in, purchase or otherwise acquire,
own, hold, pledge, mortgage, hypothecate, lease, sell, assign, transfer, exchange, distribute, write options on, lend or otherwise
deal in, or dispose of, any form of property, including foreign currencies and related instruments and contracts for the future
acquisition or delivery of fixed income or other securities, and securities of every nature and kind, including all types of bonds,
debentures, stocks, warrants, time notes, negotiable or non-negotiable instruments, obligations, evidences of indebtedness, certificates
of deposit or indebtedness, commercial paper, repurchase agreements, reverse repurchase agreements, dollar rolls, convertible securities,
forward contracts, options, futures contracts, swaps, other financial contracts or derivative instruments and securities issued
by an investment company registered under the 1940 Act or any series thereof, bankers’ acceptances, and other securities
of any kind, issued, created, guaranteed, or sponsored by any and all Persons, including states, territories, and possessions of
the United States and the District of Columbia and any political subdivision, agency, or instrumentality thereof, any foreign government
or any political subdivision of the U.S. Government or any foreign government, or any international instrumentality, or by any
bank or savings institution, or by any corporation or organization organized under the laws of the United States or of any state,
territory, or possession thereof, or by any corporation or organization organized under any foreign law, or in “when issued”
contracts for any such securities, to change the investments of the assets of the Trust; and to exercise any and all rights, powers,
and privileges of ownership or interest in respect of any and all such investments of every kind and description, including the
right to consent and otherwise act with respect thereto, with power to designate one or more Persons to exercise any of said rights,
powers, and privileges in respect of any of said instruments;
(b) To
purchase, sell and hold currencies and enter into contracts for the future purchase or sale of currencies, including forward foreign
currency exchange contracts;
(c) To
sell, exchange or otherwise dispose of, lend, pledge, mortgage, hypothecate, lease, or write options (including, options on futures
contracts) with respect to or otherwise deal in any property rights relating to any or all of the assets of the Trust or any Series;
(d) To
vote or give assent, or exercise any rights of ownership, with respect to stock or other securities or property; and to execute
and deliver proxies or powers of attorney to such Person or Persons as the Trustees shall deem proper, granting to such Person
or Persons such power and discretion with relation to securities or property as the Trustees shall deem proper;
(e) To
exercise powers and right of subscription or otherwise which in any manner arise out of ownership of securities;
(f) To
hold any security or property in a form not indicating any trust, whether in bearer, book entry, unregistered or other negotiable
form, or in its own name or in the name of a Trustee or in the name of a custodian or subcustodian or a nominee or nominees or
otherwise;
(g) To
consent to or participate in any plan for the reorganization, consolidation or merger of any corporation or issuer of any security
which is held in the Trust; to consent to any contract, lease, mortgage, purchase or sale of property by such corporation or issuer;
and to pay calls or subscriptions with respect to any security held in the Trust;
(h) To
join with other security holders in acting through a committee, depository, voting trustee or otherwise, and in that connection
to deposit any security with, or transfer any security to, any such committee, depository 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, depository or trustee as the
Trustees shall deem proper;
(i) To
compromise, arbitrate or otherwise adjust claims in favor of or against the Trust or any matter in controversy, including claims
for taxes;
(j) To
enter into joint ventures, general or limited partnerships and any other combinations or associations;
(k) To
borrow funds or other property or otherwise obtain credit in the name of the Trust or Series exclusively for Trust (or such Series)
purposes and in connection therewith issue notes or other evidence of indebtedness; and to mortgage, pledge or otherwise subject
as security the Trust Property or any part thereof to secure any or all of such indebtedness, including the lending of portfolio
securities;
(l) To
endorse or guarantee the payment, or undertake the performance, of any notes or other contracts, engagements or obligations of
any Person; to make contracts of guaranty or suretyship, or otherwise assume liability for payment thereof; and to mortgage and
pledge the Trust Property or any part thereof to secure any of or all of such obligations;
(m) To
purchase and pay for entirely out of Trust Property, or the assets belonging to any appropriate Series, such insurance as the Trustees
may deem necessary or appropriate for the conduct of the business, including insurance policies insuring the assets of the Trust
or payment of distributions and principal on its portfolio investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or Managers, Principal Underwriters, or independent contractors of the Trust,
individually against all claims and liabilities of every nature arising by reason of holding Shares, holding, being or having held
any such office or position, or by reason of any action alleged to have been taken or omitted by any such Person as Trustee, officer,
employee, agent, investment adviser or Manager, Principal Underwriter, or independent contractor, including any action taken or
omitted that may be determined to constitute negligence, whether or not the Trust would have the power to indemnify such Person
against liability;
(n) To
adopt, establish and carry out pension, profit-sharing, share bonus, share purchase, savings, thrift and other retirement, incentive
and benefit plans and trusts, 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;
(o) To
operate as and carry out the business of an investment company registered under the 1940 Act, and exercise all the powers necessary
or appropriate to the conduct of such operations;
(p) To
employ one or more banks, trust companies or companies that are members of a national securities exchange or such other entities
as the Commission may permit as custodians of any assets of the Trust subject to any conditions set forth in this Declaration of
Trust or in the By-Laws;
(q) To establish separate and distinct
Series with separately defined investment objectives and policies, distinct investment purposes and separate Shares representing
beneficial interests in such Series, and to establish separate Classes of the Trust or any Series, all in accordance with the provisions
of Article III;
(r) To
interpret the investment policies, practices or limitations of the Trust or any Series or Class;
(s) To the fullest extent permitted
by Section 3804 of the Delaware Act, to allocate assets and liabilities of the Trust to a particular Series, and liabilities to
a particular Class, or to apportion the same between or among two (2) or more Series or Classes, as provided for in Article III;
(t) To
invest part or all of the Trust Property (or part or all of the assets of any Series), or to dispose of part or all of the Trust
Property (or part or all of the assets of any Series) and invest the proceeds of such disposition, in securities issued by one
or more other investment companies registered under the 1940 Act (including investment by means of transfer of part or all of the
Trust Property in exchange for an interest or interests in such one or more investment companies) all without any requirement of
approval by Shareholders unless required by the 1940 Act. Any such other investment company may (but need not) be a trust (formed
under the laws of the State of Delaware or of any other state) which is classified as a partnership for federal income tax purposes;
(u) To declare and make distributions
of income and capital gains to Shareholders;
(v) To
provide for separate classes, groups or series of Trustees with respect to any Series or Class or any Trust Property having such
relative rights, powers and duties as the Trustees may determine;
(w) To issue, sell, repurchase,
redeem, cancel, retire, acquire, hold, resell, reissue, transfer, dispose of and otherwise deal in Shares pursuant to applicable
federal law; to establish terms and conditions including any fees or expenses regarding the issuance, sale, repurchase, redemption,
cancellation, retirement, acquisition, holding, resale, reissuance, disposition of or dealing in Shares; and, subject to Articles
III and VI, to apply to any such repurchase, redemption, retirement, cancellation or acquisition of Shares any funds or property
of the Trust or of any particular Series with respect to which such Shares are issued;
(x) To enter into contracts of
any kind and description and carry on any other business in connection with or incidental to any of the foregoing powers, to do
everything necessary or desirable to accomplish any purpose or to further any of the foregoing powers, and to take every other
action incidental to the foregoing business or purposes, objects or powers; and
(y) Subject
to the 1940 Act, to engage in any other lawful act or activity in which a statutory trust organized under the Delaware Act may
engage.
The Trust shall not be limited to
investing in obligations maturing before the possible termination of the Trust or one or more of its Series. The Trust shall not
in any way be bound or limited by any present or future law or custom in regard to investment by fiduciaries. The Trust shall not
be required to obtain any court order to deal with any assets of the Trust or take any other action hereunder.
Section
4.4
Payment of Expenses by the Trust
. The Trustees are authorized to pay
or cause to be paid out of the principal or income of the Trust, or partly out of the principal and partly out of income, as they
deem fair, all expenses, fees, charges, taxes and liabilities incurred or arising in connection with the Trust, or in connection
with the management thereof, including the Trustees’ compensation and such expenses and charges for the services of the Trust’s
officers, employees, investment adviser or Manager, Principal Underwriter, auditors, counsel, custodian, transfer agent, shareholder
servicing agent, and such other agents or independent contractors and such other expenses and charges as the Trustees may, in their
sole discretion, deem necessary or proper to incur, which expenses, fees, charges, taxes and liabilities shall be allocated in
accordance with Section 3.6 hereof.
Section
4.5
Payment of Expenses by Shareholders
. The Trustees shall have the power,
as frequently as they may determine, to cause each Shareholder, or each Shareholder of any particular Series or Class, to pay directly,
in advance or arrears, for charges of the Trust’s custodian or transfer, shareholder servicing or similar agent, an amount
fixed from time to time by the Trustees, by setting off such charges due from such Shareholder from declared but unpaid dividends
owed such Shareholder and/or by reducing the number of Shares in the account of such Shareholder by that number of full and/or
fractional Shares which represents the outstanding amount of such charges due from such Shareholder.
Section
4.6
Small Accounts
. The Trustees or their authorized
agents may establish, from time to time, one or more minimum investment amounts for Shareholder accounts, which may differ within
and among any Series or Class, and may impose account fees on (which may be satisfied by involuntarily redeeming the requisite
number of Shares in any such account in the amount of such fee), and/or require the involuntary redemption of Shares held in, those
accounts the net asset value of which for any reason falls below such established minimum investment amounts, or may authorize
the Trust to convert any such Shares in such account to Shares of another Series or Class (whether of the same or a different Series),
or take any other such action with respect to minimum investment amounts as may be deemed necessary or appropriate by the Trustees
or their authorized agents, in each case upon such terms as shall be established by the Trustees or their authorized agents.
Section
4.7
Ownership of Assets of the Trust
. Title to all of the assets of the
Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to
any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of
any other Person as nominee, on such terms as the Trustees may determine with the same effect as if such property were held in
the name of the Trust. No creditor of any Trustee shall have any right to obtain possession, or otherwise exercise legal or equitable
remedies with respect to, any Trust Property with respect to any claim against, or obligation of, such Trustee in its individual
capacity and not related to the Trust or any Series or Class of the Trust. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become a Trustee. Upon the resignation, retirement, removal,
declination to serve, incapacity, or death of a Trustee, he or she shall automatically cease to have any right, title or interest
in any of the Trust Property, and the right, title and interest of such Trustee in the Trust Property shall vest automatically
in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been
executed and delivered.
Section
4.8
Service Contracts.
(a) The
Trust may enter into contracts with one or more Persons, to act as investment adviser, investment sub-adviser, manager, investment
manager, administrator, sub-administrator or other agent, and as such to perform such functions as the Trustees may deem reasonable
and proper, including, without limitation, investment advisory, management, research, valuation of assets, clerical and administrative
functions, under such terms and conditions, and for such compensation, as the Trustees may deem advisable. The Trustees may also
authorize any adviser or sub-adviser to employ one or more sub-advisers from time to time and any administrator to employ one or
more sub-administrators from time to time, upon such terms and conditions as shall be approved by the Trustees.
(b) The Trust may enter into a
contract or contracts with one or more Persons to act as underwriters, distributors or placement agents whereby the Trust may either
agree to sell Shares of the Trust or any Class to the other party or parties to the contract or appoint such other party or parties
its sales agent or agents for such Shares and with such other provisions as the Trustees may deem reasonable and proper, and the
Trust may from time to time enter into transfer agency, sub-transfer agency and/or shareholder servicing contract(s), in each case
with such terms and conditions, and providing for such compensation, as the Trustees may deem advisable.
All securities and cash of the Trust
shall be held pursuant to a written contract or contracts with one or more custodians and subcustodians or shall otherwise be held
in accordance with the 1940 Act, to the extent applicable.
(c) Any
contract of the character described in this Section 4.8 may be entered into with any Person, including the investment adviser,
any investment sub-adviser or an affiliate of the investment adviser or sub-adviser, although one or more of the Trustees, officers,
or Shareholders of the Trust may be an officer, director, trustee, shareholder, or member of such other party to the contract,
or otherwise interested in such contract, and no such contract shall be invalidated or rendered voidable by reason of the existence
of any such relationship, nor shall any Person holding such relationship be liable merely by reason of such relationship for any
loss or expense to the Trust under or by reason of said contract or accountable for any profit realized directly or indirectly
therefrom. The same Person may be a party to more than one contract entered into pursuant to this Section 4.8 and any individual
may be financially interested or otherwise affiliated with Persons who are parties to any or all of the contracts mentioned in
this Section 4.8.
(d) The
authority of the Trustees hereunder to authorize the Trust to enter into contracts or other agreements or arrangements shall include
the authority of the Trustees to modify, amend, waive any provision of, supplement, assign all or a portion of, novate, or terminate
such contracts, agreements or arrangements. The enumeration of any specific contracts in this Section 4.8 shall in no way be deemed
to limit the power and authority of the Trustees as otherwise set forth in this Declaration of Trust to authorize the Trust to
employ, contract with or make payments to such Persons as the Trustees may deem desirable for the transaction of the business of
the Trust.
(e) The
Trustees are further empowered, at any time and from time to time, to contract with any Person to provide such other services to
the Trust or one or more of the Series, as the Trustees determine to be in the best interests of the Trust and the applicable Series.
(f) Any
Shareholder, Trustee or officer of the Trust may lend money to, borrow money from, act as a surety, guarantor or endorser for,
guarantee or assume one or more obligations of, provide collateral for, and transact other business with the Trust and, subject
to applicable law, has the same rights and obligations with respect to any such matter as a Person who is not a Shareholder, Trustee
or officer of the Trust.
Section
4.9
Trustees and Officers as Shareholders
. Any Trustee, officer or agent of
the Trust may acquire, own and dispose of Shares to the same extent as if he were not a Trustee, officer or agent; and the Trustees
may issue and sell and cause to be issued and sold Shares to, and redeem such Shares from, any such Person or any firm or company
in which such Person is interested, subject only to the general limitations contained herein relating to the sale and redemption
of such Shares.
Section
4.10
Determinations by Trustees
. The Trustees may make any determinations
they deem necessary with respect to the provisions of this Declaration of Trust, including the following matters: the amount of
the assets, obligations, liabilities and expenses of the Trust or any Series or Class; the amount of the net income of the Trust
or any Series or Class from dividends, capital gains, interest or other sources for any period and the amount of assets at any
time legally available for the payment of dividends or distributions; which items are to be treated as income and which as capital;
the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety
thereof (whether or not any obligation or liability for which such reserves or charges were created shall have been paid or discharged);
the market value, or any other price to be applied in determining the market value, or the fair value, of any security or other
asset owned or held by the Trust or any Series or Class; the number of Shares of the Trust or any Series or Class issued or issuable;
and the net asset value per Share.
Section
4.11
Delegation by Trustees
. Subject only to any limitations
required by federal law including the 1940 Act, the Trustees may delegate any and all powers and authority hereunder as they consider
desirable to any officer of the Trust, to any committee of the Trustees, any committee composed of Trustees and other persons and
any committee composed only of persons other than Trustees and to any agent, independent contractor or employee of the Trust or
to any custodian, administrator, transfer or shareholder servicing agent, Manager, investment advisor or sub-advisor, Principal
Underwriter or other service provider, provided that such delegation of power or authority by the Trustees shall not cause any
Trustee to cease to be a Trustee of the Trust or cause such person, officer, agent, employee, custodian, transfer or shareholder
servicing agent, Manager, Principal Underwriter or other service provider to whom any power or authority has been delegated to
be a Trustee of the Trust. The reference in this Declaration of Trust to the right of the Trustees to, or circumstances under which
they may, delegate any power or authority, or the reference in this Declaration of Trust to the authorized agents of the Trustees
or any other Person to whom any power or authority has been or may be delegated pursuant to any specific provision of this Declaration
of Trust, shall not limit the authority of the Trustees to delegate any other power or authority under this Declaration of Trust
to any Person, subject only to any limitations under federal law including the 1940 Act.
ARTICLE
V
Shareholders’ Voting Powers and Meetings
The Shareholders shall have power
to vote only (i) for the election or removal of Trustees as and to the extent provided in Section 4.1, (ii) with respect to such
additional matters relating to the Trust as may be required by federal law including the 1940 Act, or any registration of the Trust
with the Commission (or any successor agency) or any state and (iii) as the Trustees may otherwise consider necessary or desirable
in their sole discretion. Provisions relating to meetings, quorum, required vote, record date and other matters relating to Shareholder
voting rights are as provided in the By-Laws.
ARTICLE
VI
Net Asset Value, Distributions and Redemptions
Section
6.1
Determination of Net Asset Value, Net Income, and Distributions
. Subject to applicable federal law
including the 1940 Act and Section 3.6 hereof, the Trustees, in their sole discretion, may prescribe (and delegate to any officer
of the Trust or any other Person or Persons the right and obligation to prescribe) such bases and time (including any methodology
or plan) for determining the per Share or net asset value of the Shares of the Trust or any Series or Class or net income attributable
to the Shares of the Trust or any Series or Class, or the declaration and payment of dividends and distributions on the Shares
of the Trust or any Series or Class and the method of determining the Shareholders to whom dividends and distributions are payable,
as they may deem necessary or desirable. Without limiting the generality of the foregoing, but subject to applicable federal law
including the 1940 Act, any dividend or distribution may be paid in cash and/or securities or other property, and the composition
of any such distribution shall be determined by the Trustees (or by any officer of the Trust or any other Person or Persons to
whom such authority has been delegated by the Trustees) and may be different among Shareholders including differences among Shareholders
of the same Series or Class.
Section
6.2
Redemptions and Repurchases.
(a) The
Trust shall purchase such Shares as are offered by any Shareholder for redemption, upon the presentation of a proper instrument
of transfer together with a request directed to the Trust or a Person designated by the Trust that the Trust purchase such Shares
or in accordance with such other procedures for redemption as the Trustees may from time to time authorize; and the Trust will
pay therefor the net asset value thereof as determined by the Trustees (or by such Person or Persons to whom such determination
has been delegated), in accordance with any applicable provisions of this Declaration of Trust and applicable law, less any fees
imposed on such redemption. Unless extraordinary circumstances exist, payment for said Shares shall be made by the Trust to the
Shareholder within seven (7) days after the date on which the request is made in proper form. The obligation set forth in this
Section 6.2 is subject to the provision that in the event that any time the New York Stock Exchange (the “Exchange”)
is closed for other than weekends or holidays, or if permitted by the rules and regulations or an order of the Commission during
periods when trading on the Exchange is restricted or during any emergency which makes it impracticable for the Trust to dispose
of the investments of the Trust or any applicable Series or to determine fairly the value of the net assets held with respect to
the Trust or such Series or during any other period permitted by order of the Commission for the protection of investors, such
obligations may be suspended or postponed by the Trustees. In the case of a suspension of the right of redemption as provided herein,
a Shareholder may either withdraw the request for redemption or receive payment based on the net asset value per Share next determined
after the termination of such suspension, less any fees imposed on such redemption.
(b) Subject
to applicable federal law including the 1940 Act, the redemption price may in any case or cases be paid wholly or partly in kind
if the Trustees determine in their sole discretion that such payment is advisable in the interest of the remaining Shareholders
of the Trust or any applicable Series for which the Shares are being redeemed, and the fair value, selection and quantity of securities
or other property so paid or delivered as all or part of the redemption price may be determined by or under authority of the Trustees
in their sole discretion. In no case shall the Trust be liable for any delay of any corporation or other Person in transferring
securities selected for delivery as all or part of any payment in kind.
(c) The
Trustees may require any Shareholder or group of Shareholders (including some or all of the Shareholders of any Series or Class)
to redeem Shares for any reason as determined by the Trustees, in their sole discretion, including (i) the determination of the
Trustees that direct or indirect ownership of Shares of the Trust or any Series has or may become concentrated in such Shareholder
to an extent that would disqualify any Series as a regulated investment company under the Internal Revenue Code of 1986, as amended
(or any successor statute thereto), (ii) the failure of a Shareholder to supply a tax identification number if required to do so,
or to have the minimum investment required (which may vary by Series or Class), (iii) if the Share activity of the account or ownership
of Shares by a particular Shareholder is deemed by the Trustees either to affect adversely the management of the Trust or any Series
or Class or not to be in the best interests of the remaining Shareholders of the Trust or any Series or Class or (iv) the failure
of a Shareholder to pay when due for the purchase of Shares issued to him. Any such redemption shall be effected at the redemption
price and in the manner provided in this Article VI.
(d) The
Shareholders shall upon demand disclose to the Trustees in writing such information with respect to direct and indirect ownership
of Shares as the Trustees deem necessary to comply with the provisions of the Internal Revenue Code of 1986, as amended (or any
successor statute thereto), or to comply with the requirements of any other taxing authority.
(e) Subject to applicable federal
law including the 1940 Act, and except as otherwise determined by the Trustees, upon redemption, Shares shall no longer be deemed
outstanding or carry any voting rights irrespective of whether a record date for any matter on which such Shares were entitled
to vote had been set on a date prior to the date on which such Shares were redeemed. In making a determination as to whether redeemed
Shares shall be deemed outstanding and carry any voting rights with respect to any matter on which such Shares were entitled to
vote prior to redemption, subject to applicable federal law including the 1940 Act, the Trustees may, among other things, determine
that Shares redeemed either before or after a date specified by the Trustees between the record date for such matter and the meeting
date for such matter shall be deemed outstanding and retain voting rights, which determination may be made for any reason including
that it would not be reasonably practicable to obtain a quorum if all of the Shares redeemed after the record date for such matter
and before the voting date no longer were deemed outstanding and carried any voting rights.
ARTICLE
VII
Compensation and Limitation
of Liability of Trustees
Section
7.1
Compensation
. Any Trustee, whether or not he or
she is a salaried officer or employee of the Trust, may be compensated for his or her services as Trustee or as a member of a committee
of Trustees or as chairman of a committee by fixed periodic payments or by fees for attendance at meetings, by both or otherwise,
and in addition may be reimbursed for transportation and other expenses, all in such manner and amounts as the Board of Trustees
may from time to time determine. Nothing herein shall in any way prevent the employment of any Trustee for advisory, management,
legal, accounting, investment banking or other services and payment for the same by the Trust.
Section
7.2
Limitation of Liability
. To the fullest extent permitted
by law, a Trustee shall be liable to the Trust and to any Shareholder solely for his or her own willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of his or her office of Trustee, and shall not be
liable for errors of judgment or mistakes of fact or law. The Trustees shall not be responsible or liable in any event for any
neglect or wrongdoing of any officer, agent, employee, Manager, advisor, sub-adviser or Principal Underwriter of the Trust.
All Persons extending credit to, contracting
with or having any claim against the Trust or any Series shall look only to the assets of the Trust or any applicable Series that
such Person extended credit to, contracted with or has a claim against, and neither the Trustees nor the Shareholders, nor any
of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Every note, bond, contract, instrument,
certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees
by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect
to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. At the Trustees’
discretion, any note, bond, contract, instrument, certificate or undertaking made or issued by the Trustees or by any officer or
officers may give notice that the Certificate of Trust is on file in the Office of the Secretary of State of the State of Delaware
and that a limitation on liability of Series exists and such note, bond, contract, instrument, certificate or undertaking may,
if the Trustees so determine, recite that the same was executed or made on behalf of the Trust by a Trustee or Trustees in such
capacity and not individually or by an officer or officers in such capacity and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but are binding only on the assets and property of
the Trust or a Series thereof, and may contain such further recital as such Person or Persons may deem appropriate. The omission
of any such notice or recital shall in no way operate to bind any Trustees, officers or Shareholders individually.
Section
7.3
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
. The exercise in good faith by the
Trustees of their powers and discretions hereunder shall be binding upon everyone interested. The Trustees may rely in good faith
upon advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust and their duties
as Trustees hereunder, and shall be under no liability for any act or omission in accordance with such advice; provided the Trustees
shall be under no liability for failing to follow such advice. A Trustee shall be fully protected in relying in faith upon the
records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee
or other agent of the Trust, or by any other Person as to matters the Trustee reasonably believes are within such other Person’s
professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets,
liabilities, profits or losses of the Trust or any Series or Class, or the value and amount of assets or reserves or contracts,
agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust or any Series or Class or
to make reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets
from which distributions to Shareholders or creditors of the Trust might properly be paid. The appointment, designation or identification
of a Trustee as chair of the Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area
(including an audit committee financial expert), or the lead independent Trustee, or any other special appointment, designation
or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed
on that person as a Trustee in the absence of the appointment, designation or identification, and no Trustee who has special skills
or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof.
In addition, no appointment, designation or identification of a Trustee as aforesaid shall affect in any way that Trustee's rights
or entitlement to indemnification or advancement of expenses. The Trustees shall not be required to give any bond as such, nor
any surety if a bond is obtained.
Section
7.4
Insurance
. The Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably
incurred or paid or expected to be paid by a Trustee, officer, employee or agent of the Trust in connection with any claim, action,
suit or proceeding in which he or she becomes involved by virtue of his or her capacity or former capacity with the Trust.
Section
7.5
Indemnification.
(a) Subject to the exceptions
and limitations contained in subsection (b) below:
(i) every person who is, or has
been, a Trustee or an officer or employee of the Trust or is or was serving at the request of the Trust as a trustee, director,
officer, employee or agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise
(“Covered Person”) shall be indemnified by the Trust and each Series to the fullest extent permitted by law against
liability and against all expenses reasonably incurred or paid by him or her in connection with any claim, action, suit or proceeding
in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been a Covered Person and against
amounts paid or incurred by him or her in the settlement thereof.
(ii) as used herein, the words
“claim,” “action,” “suit” or “proceeding” shall apply to all claims, actions, suits
or proceedings (civil, criminal, investigative or other, including appeals), actual or threatened, and the words “liability”
and “expenses” shall include, without limitation, attorney’s fees, costs, judgments, amounts paid in settlement,
fines, penalties and other liabilities whatsoever.
(b) To the extent required under
the 1940 Act, but only to such extent, no indemnification shall be provided hereunder to a Covered Person:
(i) who shall have been adjudicated
by a court or body before which the proceeding was brought to be liable to the Trust or its Shareholders by reason of willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office; or
(ii) in the event of a settlement,
unless there has been a determination that such Covered Person did not engage in willful misfeasance, bad faith, gross negligence
or reckless disregard of the duties involved in the conduct of his or her office: (A) by the court or other body approving the
settlement; (B) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the
matter based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (C) by written opinion of independent
legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry).
(c) The rights of indemnification
herein provided may be insured against by policies maintained by the Trust, shall be severable, shall not be exclusive of or affect
any other rights to which any Covered Person may now or hereafter be entitled and shall inure to the benefit of the heirs, executors
and administrators of a Covered Person.
(d) To the extent that any determination
is required to be made as to whether a Covered Person engaged in conduct for which indemnification is not provided as described
herein, or as to whether there is reason to believe that a Covered Person ultimately will be found entitled to indemnification,
the Person or Persons making the determination shall afford the Covered Person a rebuttable presumption that the Covered Person
has not engaged in such conduct and that there is reason to believe that the Covered Person ultimately will be found entitled to
indemnification.
(e) To the maximum extent permitted
by applicable law, expenses in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding
of the character described in subsection (a) of this Section 7.5 shall be paid by the Trust and each Series from time to time prior
to final disposition thereof upon receipt of an undertaking by or on behalf of such Covered Person that such amount will be paid
over by him or her to the Trust or applicable Series if it is ultimately determined that he or she is not entitled to indemnification
under this Section; provided, however, that any such advancement will be made in accordance with any conditions required by the
Commission. The advancement of any expenses pursuant to this Section 7.5(e) shall under no circumstances be considered a “loan”
under the Sarbanes-Oxley Act of 2002, as amended from time to time, or for any other reason.
(f) Any repeal or modification
of this Article VII or adoption or modification of any other provision of this Declaration of Trust inconsistent with this Article
shall be prospective only to the extent that such repeal or modification would, if applied retrospectively, adversely affect any
limitation on the liability of any Covered Person or indemnification or right to advancement of expenses available to any Covered
Person with respect to any act or omission that occurred prior to such repeal, modification or adoption.
(g) Notwithstanding any other provision
in this Declaration of Trust to the contrary, any liability and/or expense against which any Covered Person is indemnified under
this Section 7.5 and any advancement of expenses that any Covered Person is entitled to be paid under Section 7.5(e) shall be deemed
to be joint and several obligations of the Trust and each Series, and the assets of the Trust and each Series shall be subject
to the claims of any Covered Person therefor under this Article VII; provided that any such liability, expense or obligation may
be allocated and charged by the Trustees between or among the Trust and/or any one or more Series (and Classes) in such manner
as the Trustees in their sole discretion deem fair and equitable.
Section
7.6
Further Indemnification
. Nothing contained herein shall affect
any rights to indemnification to which any Covered Person or other Person may be entitled by contract or otherwise under law or
prevent the Trust from entering into any contract to provide indemnification to any Covered Person or other Person. Without limiting
the foregoing, the Trust may, in connection with any transaction permitted by this Declaration of Trust, including the acquisition
of assets subject to liabilities or a merger or consolidation pursuant to Section 8.3 hereof, assume the obligation to indemnify
any Person including a Covered Person or otherwise contract to provide such indemnification, and such indemnification shall not
be subject to the terms of this Article VII.
Section
7.7
Indemnification Of Shareholders
. If any Shareholder or former Shareholder
of any Series is held personally liable solely by reason of his or her being or having been a Shareholder and not because of his
or her acts or omissions or for some other reason, the Shareholder or former Shareholder (or his or her heirs, executors, administrators
or other legal representatives or, in the case of any entity, its general successor) shall be entitled out of the assets belonging
to the applicable Series to be held harmless from and indemnified against all loss and expense arising from such liability. The
Trust, on behalf of the affected Series, shall, upon request by such Shareholder or former Shareholder, assume the defense of any
claim made against him or her for any act or obligation of the Series and satisfy any judgment thereon from the assets belonging
to the Series.
ARTICLE
VIII
Miscellaneous
Section
8.1
Liability of Third Persons Dealing with Trustees
. No Person dealing with the Trustees
shall be bound to make any inquiry concerning the validity of any transaction made or to be made by the Trustees or to see to the
application of any payments made or property transferred to the Trust or upon its order.
Section
8.2
Termination of the Trust or Any Series or Class.
(a) Unless
terminated as provided herein, the Trust shall continue without limitation of time. The Trust may be dissolved at any time by the
Trustees (without Shareholder approval). Any Series of Shares may be dissolved at any time by the Trustees (without Shareholder
approval). Any Class may be terminated at any time by the Trustees (without Shareholder approval). Any action to dissolve the Trust
shall be deemed to also be an action to dissolve each Series, and to terminate each Class.
(b) In
accordance with Section 3808 of the Delaware Act, upon the requisite action by the Trustees to dissolve the Trust or any one or
more Series of Shares, after paying or otherwise providing for all charges, taxes, expenses and liabilities, whether due or accrued
or anticipated, of the Trust or of the particular Series as may be determined by the Trustees, the Trust shall in accordance with
such procedures as the Trustees consider appropriate reduce the remaining assets of the Trust or of the affected Series to distributable
form in cash or Shares (if any Series remain) or other securities, or any combination thereof, and distribute the proceeds to the
Shareholders of the Trust or any applicable Series, ratably according to the number of Shares of the Trust or such Series held
by the several Shareholders of the Trust or such Series on the date of distribution. Thereupon, the Trust and/or any affected Series
shall terminate and the Trustees and the Trust shall be discharged of any and all further liabilities and duties relating thereto
or arising therefrom, and the right, title and interest of all parties with respect to the Trust and/or such Series shall be canceled
and discharged. Upon the requisite action by the Trustees to terminate any Class, the Trustees may, to the extent they deem it
appropriate, follow the procedures set forth in this Section 8.2(b) with respect to such Class that are specified in connection
with the dissolution and winding up of the Trust or any Series of Shares. Alternatively, in connection with the termination of
any Class, the Trustees may treat such termination as a redemption of the Shareholders of such Class effected pursuant to Section
6.2(c) of this Declaration of Trust provided that the costs relating to the termination of such Class shall be included in the
determination of the net asset value of the Shares of such Class for purposes of determining the redemption price to be paid to
the Shareholders of such Class (to the extent not otherwise included in such determination). In connection with the dissolution
and liquidation of the Trust or any Series and in connection with the termination of any Class, the Trustees may provide for the
establishment of a liquidating trust or similar vehicle.
(c) Following
completion of winding up of the Trust’s business, the Trustees shall cause a certificate of cancellation of the Trust’s
Certificate of Trust to be filed in accordance with the Delaware Act, which certificate of cancellation may be signed by any one
Trustee. Upon the filing of such certificate of cancellation, the Trust shall terminate, the Trustees shall be discharged of any
and all further liabilities and duties relating thereto or arising therefrom, and the right, title and interest of all parties
with respect to the Trust shall be canceled and discharged.
Section
8.3
Reorganization and Master/Feeder.
(a) Notwithstanding
anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required
by the 1940 Act, (i) cause the Trust to convert or merge, reorganize or consolidate with or into one or more trusts, partnerships,
limited liability companies, associations, corporations or other business entities (or a series of any of the foregoing to the
extent permitted by law) (including trusts, partnerships, limited liability companies, associations, corporations or other business
entities created by the Trustees to accomplish such conversion, merger, reorganization or consolidation) so long as the surviving
or resulting entity is an open-end management investment company under the 1940 Act, or is a series thereof, to the extent permitted
by law, and that, in the case of any trust, partnership, limited liability company, association, corporation or other business
entity created by the Trustees to accomplish such conversion, merger, reorganization or consolidation, may (but need not) succeed
to or assume the Trust’s registration under the 1940 Act and that, in any case, is formed, organized or existing under the
laws of the United States or of a state, commonwealth, possession or colony of the United States, (ii) cause the Shares to be exchanged
under or pursuant to any state or federal statute to the extent permitted by law, (iii) cause the Trust to incorporate under the
laws of a state, commonwealth, possession or colony of the United States, (iv) sell or convey all or substantially all of the assets
of the Trust or any Series or Class to another Series or Class of the Trust or to another trust, partnership, limited liability
company, association, corporation or other business entity (or a series of any of the foregoing to the extent permitted by law)
(including a trust, partnership, limited liability company, association, corporation or other business entity created by the Trustees
to accomplish such sale and conveyance), organized under the laws of the United States or of any state, commonwealth, possession
or colony of the United States so long as such trust, partnership, limited liability company, association, corporation or other
business entity is an open-end management investment company under the 1940 Act and, in the case of any trust, partnership, limited
liability company, association, corporation or other business entity created by the Trustees to accomplish such sale and conveyance,
may (but need not) succeed to or assume the Trust’s registration under the 1940 Act, for adequate consideration as determined
by the Trustees that may include the assumption of all outstanding obligations, taxes and other liabilities, accrued or contingent
of the Trust or any affected Series or Class, and that may include Shares of such other Series or Class of the Trust or shares
of beneficial interest, stock or other ownership interest of such trust, partnership, limited liability company, association, corporation
or other business entity (or series thereof) or (v) at any time sell or convert into money all or any part of the assets of the
Trust or any Series or Class. Any certificate of merger, certificate of conversion or other applicable certificate may be signed
by any one (1) Trustee and facsimile signatures conveyed by electronic or telecommunication means shall be valid.
(b) Pursuant
to and in accordance with the provisions of Section 3815(f) of the Delaware Act, and notwithstanding anything to the contrary contained
in this Declaration of Trust, an agreement of merger or consolidation approved by the Trustees in accordance with this Section
8.3 may effect any amendment to this Declaration of Trust or effect the adoption of a new governing instrument of the Trust if
the Trust is the surviving or resulting entity in the merger or consolidation.
(c) Notwithstanding
anything else herein, the Trustees may, in their sole discretion and without Shareholder approval unless such approval is required
by the 1940 Act, invest all or a portion of the Trust Property or the Trust Property of any Series, or dispose of all or a portion
of the Trust Property or the Trust Property of any Series, and invest the proceeds of such disposition in interests issued by one
or more other investment companies registered under the 1940 Act. Any such other investment company may (but need not) be a trust
(formed under the laws of the State of Delaware or any other state or jurisdiction) (or subtrust thereof) which is classified as
a partnership for federal income tax purposes. Notwithstanding anything else herein, the Trustees may, without Shareholder approval
unless such approval is required by the 1940 Act, cause the Trust or any Series that is organized in the master/feeder fund structure
to withdraw or redeem its Trust Property from the master fund and cause the Trust or such Series to invest its Trust Property directly
in securities and other financial instruments or in another master fund.
Section
8.4
Amendments
. This Declaration of Trust may be
restated and/or amended at any time by (i) an instrument in writing signed by a majority of the Trustees then holding office or
(ii) adoption by a majority of the Trustees then holding office of a resolution specifying the restatement and/or amendment. Any
such restatement and/or amendment hereto shall be effective immediately upon such execution or adoption. No vote or consent of
any Shareholder shall be required for any amendment to this Declaration of Trust except (i) as determined by the Trustees in their
sole discretion or (ii) as required by federal law including the 1940 Act, but only to the extent so required. The Certificate
of Trust of the Trust may be restated and/or amended by any Trustee as necessary or desirable to reflect any change in the information
set forth therein, and any such restatement and/or amendment shall be effective immediately upon filing with the Office of the
Secretary of the State of Delaware or upon such future date as may be stated therein. Notwithstanding anything else herein, no
amendment hereof shall limit the rights to insurance provided by Article VII of this Declaration of Trust with respect to any acts
or omissions of Persons covered thereby prior to such amendment nor shall any such amendment limit the rights to indemnification
and advancement referenced in Article VII of this Declaration of Trust with respect to any actions or omissions of Persons covered
thereby prior to such amendment.
Section
8.5
Filing of Copies, References, Headings, Rules of Construction
. The original or a copy of this Declaration
of Trust shall be kept at the office of the Trust where it may be inspected by any Shareholder. Anyone dealing with the Trust may
rely on a certificate by an officer of the Trust 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 Declaration of Trust.
In this Declaration of Trust, references to this Declaration of Trust, and all expressions such as “herein”, “hereof”
and “hereunder”, shall be deemed to refer to this Declaration of Trust as a whole and not to any particular article
or section unless the context requires otherwise. Headings are placed herein for convenience of reference only and shall not be
taken as a part hereof or control or affect the meaning, construction or effect of this Declaration of Trust. Whenever the singular
number is used herein, the same shall include the plural; and the neuter, masculine and feminine genders shall include each other,
as applicable. This Declaration of Trust and any document, consent or instrument referenced in or contemplated by this Declaration
of Trust or the By-Laws may be executed in any number of counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument. To the extent permitted by the 1940 Act, (i) any document, consent, instrument
or notice referenced in or contemplated by this Declaration of Trust or the By-Laws that is to be executed by one or more Trustees
may be executed by means of original, facsimile or electronic signature and (ii) any document, consent, instrument or notice referenced
in or contemplated by this Declaration of Trust or the By-Laws that is to be delivered by one or more Trustees may be delivered
by facsimile or electronic means (including e-mail), unless, in the case of either clause (i) or (ii), otherwise determined by
the Trustees. The terms “include,” “includes” and “including” and any comparable terms shall
be deemed to mean “including, without limitation.” Any reference to any statute, law, code, rule or regulation shall
be deemed to refer to such statute, law, code, rule or regulation as amended or restated from time to time and any successor thereto.
Section
8.6
Applicable Law.
(a) The
Trust is created under, and this Declaration of Trust is to be governed by, and construed and enforced in accordance with, the
laws of the State of Delaware. The Trust shall be a Delaware statutory trust pursuant to the Delaware Act, and without limiting
the provisions hereof, the Trust specifically reserves the right to exercise any of the powers or privileges afforded to statutory
trusts or actions that may be engaged in by statutory trusts under the Delaware Act, and the absence of a specific reference herein
to any such power, privilege or action shall not imply that the Trust may not exercise such power or privilege or take such actions.
(b) Notwithstanding
the first sentence of Section 8.6(a), there shall not be applicable to the Trust, the Trustees or this Declaration of Trust, the
provisions of Section 3540 of Title 12 of the Delaware Code or any provisions of the laws (statutory or common) of the State of
Delaware (other than the Delaware Act) pertaining to trusts that relate to or regulate: (i) the filing with any court or governmental
body or agency of trustee accounts or schedules of trustee fees and charges, (ii) affirmative requirements to post bonds for trustees,
officers, agents or employees of a trust, (iii) the necessity for obtaining a court or other governmental approval concerning the
acquisition, holding or disposition of real or personal property, (iv) fees or other sums applicable to trustees, officers, agents
or employees of a trust, (v) the allocation of receipts and expenditures to income or principal, (vi) restrictions or limitations
on the permissible nature, amount or concentration of trust investments or requirements relating to the titling, storage or other
manner of holding of trust assets, or (vii) the establishment of fiduciary or other standards or responsibilities or limitations
on the acts or powers of trustees that are inconsistent with the limitations or liabilities or authorities and powers of the Trustees
set forth or referenced in this Declaration of Trust.
Section
8.7
Provisions in Conflict with Law or Regulations.
(a) The
provisions of the Declaration of Trust are severable, and if the Trustees shall determine, with the advice of counsel, that any
of such provision is in conflict with the 1940 Act, the regulated investment company provisions of the Internal Revenue Code of
1986, as amended (or any successor statute thereto), and the regulations thereunder, the Delaware Act or with other applicable
federal laws and regulations, the conflicting provision shall be deemed never to have constituted a part of the Declaration of
Trust; provided, however, that such determination shall not affect any of the remaining provisions of the Declaration of Trust
or render invalid or improper any action taken or omitted prior to such determination.
(b) If
any provision of the Declaration of Trust shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceability
shall attach only to such provision in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction
or any other provision of the Declaration of Trust in any jurisdiction.
Section
8.8
Statutory Trust Only
. It is the intention of the Trustees
to create a statutory trust pursuant to the Delaware Act. It is not the intention of the Trustees to create a general partnership,
limited partnership, joint stock association, corporation, bailment, or any form of legal relationship other than a statutory trust
pursuant to the Delaware Act. Nothing in this Declaration of Trust shall be construed to make the Shareholders, either by themselves
or with the Trustees, partners or members of a joint stock association.
Section
8.9
Derivative Actions
. In addition to the requirements
set forth in Section 3816 of the Delaware Act, a Shareholder may bring a derivative action on behalf of the Trust only if the following
conditions are met:
(a) The
Shareholder or Shareholders must make a pre-suit demand upon the Trustees to bring the subject action unless an effort to cause
the Trustees to bring such an action is not likely to succeed. For purposes of this Section 8.9(a), a demand on the Trustees shall
only be deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority of any committee
established to consider the merits of such action, is composed of Trustees who are not “independent trustees” (as that
term is defined in the Delaware Act);
(b) Unless
a demand is not required under paragraph (a) of this Section 8.9, Shareholders eligible to bring such derivative action under the
Delaware Act who collectively hold Shares representing ten percent (10%) or more of the total combined net asset value of all Shares
issued and outstanding or of the Series or Classes to which such action relates if it does not relate to all Series and Classes,
shall join in the request for the Trustees to commence such action; and
(c) Unless
a demand is not required under paragraph (a) of this Section 8.9, the Trustees must be afforded a reasonable amount of time to
consider such Shareholder request and to investigate the basis of such claim. The Trustees shall be entitled to retain counsel
or other advisors in considering the merits of the request and shall require an undertaking by the Shareholders making such request
to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action.
(d) For purposes of this Section
8.9, the Board of Trustees may designate a committee of one Trustee to consider a Shareholder demand if necessary to create a committee
with a majority of Trustees who are “independent trustees” (as that term is defined in the Delaware Act). The Trustees
shall be entitled to retain counsel or other advisors in considering the merits of the request and may require an undertaking by
the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees
determine not to bring such action.
Section
8.10
Inspection of Records and Reports
.
Every
Trustee shall have the right at any reasonable time to inspect all books, records, and documents of every kind and the physical
properties of the Trust. This inspection by a Trustee may be made in person or by an agent or attorney and the right of inspection
includes the right to copy and make extracts of documents. No Shareholder shall have any right to inspect any account, book or
document of the Trust that is not publicly available, except as conferred by the Trustees. The books and records of the Trust may
be kept at such place or places as the Board of Trustees may from time to time determine, except as otherwise required by law.
Section
8.11
Jurisdiction and Waiver of Jury Trial
. In accordance with Section 3804(e)
of the Delaware Act, any suit, action or proceeding brought by or in the right of any Shareholder or any person claiming any interest
in any Shares seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Declaration
of Trust or the Trust, any Series or Class or any Shares, including any claim of any nature against the Trust, any Series or Class,
the Trustees or officers of the Trust, shall be brought exclusively in the Court of Chancery of the State of Delaware to the extent
there is subject matter jurisdiction in such court for the claims asserted or, if not, then in the Superior Court of the State
of Delaware, and all Shareholders and other such Persons hereby irrevocably consent to the jurisdiction of such courts (and the
appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waive, to the fullest extent permitted
by law, any objection they may make now or hereafter have to the laying of the venue of any such suit, action or proceeding in
such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum and
further, IN CONNECTION WITH ANY SUCH SUIT, ACTION, OR PROCEEDING BROUGHT IN THE SUPERIOR COURT IN THE STATE OF DELAWARE, ALL SHAREHOLDERS
AND ALL OTHER SUCH PERSONS HEREBY IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY TO THE FULLEST EXTENT PERMITTED BY LAW. All Shareholders
and other such Persons agree that service of summons, complaint or other process in connection with any proceedings may be made
by registered or certified mail or by overnight courier addressed to such Person at the address shown on the books and records
of the Trust for such Person or at the address of the Person shown on the books and records of the Trust with respect to the Shares
that such Person claims an interest in. Service of process in any such suit, action or proceeding against the Trust or any Trustee
or officer of the Trust may be made at the address of the Trust’s registered agent in the State of Delaware. Any service
so made shall be effective as if personally made in the State of Delaware.
.
IN WITNESS WHEREOF, the Trustees named
below do hereby make and enter into this Agreement and Declaration of Trust of [Fund Name] as of the date first written above.
[Name of Trustee]
As Trustee and not individually
[Name of Trustee]
As Trustee and not individually
[Name of Trustee]
As Trustee and not individually
Schedule A
[Fund Name]
Classes of Shares
|
Class [__]
Class [__]
Class [__]
Class [__]
Class [__]
Class [__]
|
Agreement and Declaration of Trust
of
[Fund Name]
a Delaware Statutory Trust
Principal Place of Business:
6803 South Tucson Way,
Centennial, Colorado 80112-3924
|
|
|
Article I Name and Definitions
|
124
|
Section 1.1
|
Name
|
124
|
Section 1.2
|
Definitions
|
124
|
Article II Purpose of Trust
|
126
|
Article III Shares
|
126
|
Section 3.1
|
Division of Beneficial Interest
|
126
|
Section 3.2
|
Ownership of Shares
|
127
|
Section 3.3
|
Transfer of Shares
|
127
|
Section 3.4
|
Investments in the Trust
|
127
|
Section 3.5
|
Status of Shares and Limitation of Personal Liability
|
127
|
Section 3.6
|
Establishment of Series and Classes of Shares
|
128
|
Section 3.7
|
Constant Net Asset Value
|
130
|
Article IV The Board of Trustees
|
130
|
Section 4.1
|
Number, Election and Tenure
|
130
|
Section 4.2
|
Effect of Death, Resignation, etc. of a Trustee
|
130
|
Section 4.3
|
Powers
|
131
|
Section 4.4
|
Payment of Expenses by the Trust
|
134
|
Section 4.5
|
Payment of Expenses by Shareholders
|
134
|
Section 4.6
|
Small Accounts
|
134
|
Section 4.7
|
Ownership of Assets of the Trust
|
135
|
Section 4.8
|
Service Contracts.
|
135
|
Section 4.9
|
Trustees and Officers as Shareholders
|
136
|
Section 4.10
|
Determinations by Trustees
|
136
|
Section 4.11
|
Delegation by Trustees
|
136
|
Article V Shareholders’ Voting Powers and Meetings
|
137
|
Article VI Net Asset Value, Distributions and Redemptions
|
137
|
Section 6.1
|
Determination of Net Asset Value, Net Income, and Distributions
|
137
|
Section 6.2
|
Redemptions and Repurchases.
|
137
|
Article VII Compensation and Limitation of Liability of Trustees
|
138
|
Section 7.1
|
Compensation
|
138
|
Section 7.2
|
Limitation of Liability
|
139
|
Section 7.3
|
Trustee’s Good Faith Action, Expert Advice, No Bond or Surety
|
139
|
Section 7.4
|
Insurance
|
140
|
Section 7.5
|
Indemnification.
|
140
|
Section 7.6
|
Further Indemnification
|
141
|
Section 7.7
|
Indemnification Of Shareholders
|
141
|
Article VIII Miscellaneous
|
142
|
Section 8.1
|
Liability of Third Persons Dealing with Trustees
|
142
|
Section 8.2
|
Termination of the Trust or Any Series or Class.
|
142
|
Section 8.3
|
Reorganization and Master/Feeder.
|
142
|
Section 8.4
|
Amendments
|
144
|
Section 8.5
|
Filing of Copies, References, Headings, Rules of Construction
|
144
|
Section 8.6
|
Applicable Law.
|
144
|
Section 8.7
|
Provisions in Conflict with Law or Regulations.
|
145
|
Section 8.8
|
Statutory Trust Only
|
145
|
Section 8.9
|
Derivative Actions
|
145
|
Section 8.10
|
Inspection of Records and Reports
|
146
|
Section 8.11
|
Jurisdiction and Waiver of Jury Trial
|
146
|
APPENDIX I
FORM OF
AGREEMENT AND PLAN OF REORGANIZATION
This
Agreement and Plan of Reorganization (“Agreement”) is made as of this day of , 20 by and between [Name of Fund], a
[state and form of organization] (the “Fund”), and [Name of Delaware statutory trust], a Delaware statutory trust
(the “DE Trust”) (the Fund and the DE Trust are hereinafter collectively referred to as the “parties”).
1
In consideration of the mutual promises
contained herein, and intending to be legally bound, the parties hereto agree as follows:
1. Plan of Reorganization.
a. Upon satisfaction of the conditions
precedent described in Section 3 hereof, the Fund will convey, transfer and deliver to the DE Trust at the closing provided for
in Section 2 (hereinafter referred to as the “Closing”) all of the Fund’s then-existing assets (the “Assets”).
In consideration thereof, the DE Trust agrees at the Closing (i) to assume and pay when due all obligations and liabilities of
the Fund, existing on or after the Effective Date of the Reorganization (as defined in Section 2 hereof), whether absolute, accrued,
contingent or otherwise, including all fees and expenses in connection with this Agreement, which fees and expenses shall, in turn,
include, without limitation, costs of legal advice, accounting, printing, mailing, proxy solicitation and transfer taxes, if any
(collectively, the “Liabilities”), such Liabilities to become the obligations and liabilities of the DE Trust; and
(ii) to deliver to the Fund in accordance with paragraph (b) of this Section 1, full and fractional shares of each series and class
of shares of beneficial interest, par value $0.001 per share, of the DE Trust, equal in number to the number of full and fractional
shares of the corresponding series and class of shares of [beneficial interest/common stock] of the Fund outstanding at the time
of calculation of the Fund’s net asset value (“NAV”) on the business day immediately preceding the Effective
Date of the Reorganization. The reorganization contemplated hereby is intended to qualify as a reorganization within the meaning
of Section 368 of the Internal Revenue Code of 1986, as amended (“Code”). The Fund shall distribute to the Fund’s
shareholders the shares of the DE Trust in accordance with this Agreement and the resolutions of the Board of [Trustees/Directors]
of the Fund (the “Board of [Trustees/Directors]”) authorizing the transactions contemplated by this Agreement.
b. In order to effect the delivery
of shares described in Section 1(a)(ii) hereof, the DE Trust will establish an open account for each shareholder of the Fund and,
on the Effective Date of the Reorganization, will credit to such account full and fractional shares of beneficial interest, par
value $0.001 per share, of the corresponding series and class of the DE Trust equal to the number of full and fractional shares
of [beneficial interest/common stock] such shareholder holds in the corresponding series and class of the Fund at the time of calculation
of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization. At the time of calculation
of the Fund’s NAV on the business day immediately preceding the Effective Date of the Reorganization, the net asset value
per share of each series and class of shares of the DE Trust shall be deemed to be the same as the net asset value per share of
each corresponding series and class of shares of the Fund. On the Effective Date of the Reorganization, each share of a series
and class of the Fund will be deemed to represent the same number of shares of the corresponding series and class of the DE Trust.
Simultaneously with the crediting of the shares of the DE Trust to the shareholders of record of the Fund, the shares of the Fund
held by such shareholders shall be cancelled. Each shareholder of the Fund will have the right to deliver their share certificates
of the Fund to the DE Trust in exchange for shares of the DE Trust. However, a shareholder need not deliver such certificates to
the DE Trust unless the shareholder so desires.
c. As soon as practicable after the
Effective Date of the Reorganization, the Fund shall take all necessary steps under [Massachusetts/Maryland] law to effect a complete
dissolution of the Fund.
d. The expenses of entering into and
carrying out this Agreement will be borne by OppenheimerFunds, Inc. and the Fund, with 35% and 65% borne by each, respectively.
2. Closing and Effective Date of the Reorganization.
The Closing shall consist of (i) the
conveyance, transfer and delivery of the Assets to the DE Trust in exchange for the assumption and payment, when due, by the DE
Trust, of the Liabilities of the Fund; and (ii) the issuance and delivery of the DE Trust’s shares in accordance with Section
1(b), together with related acts necessary to consummate such transactions. Subject to receipt of all necessary regulatory approvals
and the final adjournment of the meeting of shareholders of the Fund at which this Agreement is considered and approved, the Closing
shall occur on such date as the officers of the parties may mutually agree (“Effective Date of the Reorganization”).
3. Conditions Precedent.
The obligations of the Fund and the
DE Trust to effectuate the transactions hereunder shall be subject to the satisfaction of each of the following conditions:
a. Such authority and orders from the
U.S. Securities and Exchange Commission (the “Commission”) and state securities commissions as may be necessary to
permit the parties to carry out the transactions contemplated by this Agreement shall have been received;
b. (i) One or more post-effective amendments
to the Fund’s Registration Statement on Form N-1A (“Registration Statement”) under the Securities Act of 1933,
as amended, and the Investment Company Act of 1940, as amended (“1940 Act”), containing such amendments to such Registration
Statement as are determined under the supervision of the Board of [Trustees/Directors] to be necessary and appropriate as a result
of this Agreement, shall have been filed with the Commission; (ii) the DE Trust shall have adopted as its own such Registration
Statement, as so amended; (iii) the most recent post-effective amendment or amendments to the Fund’s Registration Statement
shall have become effective, and no stop order suspending the effectiveness of the Registration Statement shall have been issued,
and no proceeding for that purpose shall have been initiated or threatened by the Commission (other than any such stop order, proceeding
or threatened proceeding which shall have been withdrawn or terminated); and (iv) an amendment of the Form N-8A Notification of
Registration filed pursuant to Section 8(a) of the 1940 Act (“Form N-8A”) reflecting the change in name and legal form
of the Fund to a Delaware statutory trust shall have been filed with the Commission and the DE Trust shall have expressly adopted
such amended Form N-8A as its own for purposes of the 1940 Act;
1
For Funds and DE Trusts with Series, the Agreement to be modified
to provide that the Fund and DE Trust act on behalf of their respective Series
c. Each party shall have received an
opinion of Kramer Levin Naftalis & Frankel LLP to the effect that, assuming the reorganization contemplated hereby is carried
out in accordance with this Agreement, the laws of the [Commonwealth of Massachusetts/State of Maryland and] the State of Delaware,
and in accordance with customary representations provided by the parties in a certificate(s) delivered to Kramer Levin Naftalis
& Frankel LLP, the reorganization contemplated by this Agreement qualifies as a “reorganization” under Section
368 of the Code, and thus will not give rise to the recognition of income, gain or loss for federal income tax purposes to the
Fund, the DE Trust or the shareholders of the Fund or the DE Trust;
d. The shares of the DE Trust are eligible
for offering to the public in those states of the United States in which the shares of the Fund are currently eligible for offering
to the public so as to permit the issuance and delivery by the DE Trust of the shares contemplated by this Agreement to be consummated;
e. This Agreement and the transactions
contemplated hereby shall have been duly adopted and approved by the appropriate action of the Board of [Trustees/Directors] and
the shareholders of the Fund;
f. The shareholders of the Fund shall
have voted to direct the Fund to vote, and the Fund shall have voted, as sole shareholder of each series of the DE Trust, to:
|
(i)
|
|
Elect as Trustees of the DE Trust the following individuals: Brian F. Wruble, David K. Downes, Matthew P. Fink, Admiral Edmund Giambastiani, Jr.,
Phillip A. Griffiths, Mary F. Miller, Joel W. Motley, Joanne Pace, Mary Ann Tynan, Joseph M. Wikler, Peter I. Wold and William F. Glavin, Jr.;
|
|
(ii)
|
|
Approve an Investment Advisory Agreement between OppenheimerFunds, Inc. (the “Investment Adviser”) and the DE Trust, which is substantially the same, with any such changes as approved by shareholders of the Fund, as the then-current Investment Advisory Agreement between the Investment Adviser and the Fund;
|
|
(iii)
|
|
Approve a Subadvisory Agreement between the Investment Adviser and a Sub-Adviser, substantially in the form approved by shareholders of the Fund; and
|
|
(iv)
|
|
Approve Plans of Distribution pursuant to Rule 12b-1 under the 1940 Act for applicable share classes and series of the DE Trust that are substantially the same as the Plans of Distribution of the Fund and its series.
|
g. The Trustees of the DE Trust shall
have duly adopted and approved this Agreement and the transactions contemplated hereby, including authorization of the issuance
and delivery by the DE Trust of shares of the DE Trust on the Effective Date of the Reorganization and the assumption by the DE
Trust of the Liabilities of the Fund in exchange for the Assets of the Fund pursuant to the terms and provisions of this Agreement,
and shall have taken the following actions at a meeting duly called for such purposes:
|
(i)
|
|
Approval of the Investment Advisory Agreement described in paragraph (f)(ii) of this Section 3 between the Investment Adviser and the DE Trust;
|
|
(i)
|
|
Approval of any Subadvisory Agreement described in paragraph (f)(iii) of this Section 3 between the Investment Adviser and a Subadvisor;
|
|
(iii)
|
|
Approval of the assignment to the DE Trust of the custody agreement(s), as amended to date, between [Custodian] and the Fund;
|
|
(iv)
|
|
Selection of KPMG LLP as the DE Trust’s independent registered public accounting firm for the current fiscal year;
|
|
(v)
|
|
Approval of a principal underwriting agreement between the DE Trust and OppenheimerFunds Distributor, Inc. in substantially the same form as the Fund’s then current agreement;
|
|
(vi)
|
|
Approval of plans of distribution by the DE Trust pursuant to Rule 12b-1 under the 1940 Act for each relevant class of shares in substantially the same form as the then current plans for shares of the Fund;
|
|
(vii)
|
|
Approval of the multiple class plan pursuant to Rule 18f-3 in substantially the same form as the Fund’s then current plan;
|
|
(viii)
|
|
Authorization of the issuance by the DE Trust of one share of each series of the DE Trust to the Fund in consideration for the payment of $1.00 for each such share for the purpose of enabling the Fund to vote on the matters referred to in paragraph (f) of this Section 3, all prior to the Effective Date of the Reorganization;
|
|
(ix)
|
|
Submission of the matters referred to in paragraph (f) of this Section 3 to the Fund as sole shareholder of each series of the DE Trust; and
|
At any time prior to the Closing, any
of the foregoing conditions may be waived or amended, or any additional terms and conditions may be fixed, by the Boards of [Trustees/Directors]
of the Fund and the DE Trust, if, in the judgment of such Boards, such waiver, amendment, term or condition will not affect in
a materially adverse way the benefits intended to be accorded the shareholders of the Fund and the DE Trust under this Agreement.
4. Dissolution of the Fund.
Promptly following the Closing, the
officers of the Fund shall take all steps necessary under [Massachusetts/Maryland] law to dissolve its [business trust/corporate]
status, including publication of any necessary notices to creditors, receipt of any necessary pre-dissolution clearances from the
[Commonwealth of Massachusetts/State of Maryland], and filing for record with the Secretary of the [the Commonwealth of Massachusetts
of a Certificate of Termination][State of Maryland of Articles of Dissolution].
5. Termination.
The Board of [Trustees/Directors] of
the Fund may terminate this Agreement and abandon the reorganization contemplated hereby, notwithstanding approval thereof by the
shareholders of the Fund, at any time prior to the Effective Date of the Reorganization if, in the judgment of such Board, the
facts and circumstances make proceeding with this Agreement inadvisable.
6. Entire Agreement.
This Agreement embodies the entire
agreement between the parties hereto and there are no agreements, understandings, restrictions or warranties among the parties
hereto other than those set forth herein or herein provided for.
7. Further Assurances; Other Agreements.
The Fund and the DE Trust shall take
such further action as may be necessary or desirable and proper to consummate the transactions contemplated hereby.
The parties acknowledge and agree that
this Agreement has been made and executed on behalf of the Fund and the DE Trust and is not executed or made by the officers or
[Trustees/Directors] of the Fund or the DE Trust individually, but only as officers and [Trustees/Directors] under the Fund’s
charter or the DE Trust’s Agreement and Declaration of Trust, respectively, and that the obligations of the Fund and the
DE Trust hereunder are not binding upon any of the [Trustees/Directors], officers or shareholders of the Fund or the DE Trust individually,
but bind only the estate of the Fund or the DE Trust, as appropriate.
8. Counterparts.
This Agreement may be executed in two
or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
9. Governing Law.
This Agreement and the transactions
contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware.
IN WITNESS WHEREOF
, the Fund
and the DE Trust have each caused this Agreement and Plan of Reorganization to be executed on its behalf as of the day and year
first-above written.
|
|
|
[Name of Fund]
(a [state and form of organization])
|
|
|
By:
|
|
|
Name: Taylor V. Edwards
Title: Assistant Secretary
|
|
|
|
[Name of DE Trust]
(a Delaware statutory trust)
|
|
|
By:
|
|
|
Name: Taylor V. Edwards
Title: Assistant Secretary
|
APPENDIX J
Summary Comparison of Governing Documents and State
Law
With the exception of Master International Value Fund,
LLC, each Fund is currently organized as either a Massachusetts business trust (a “MA Trust”) or a Maryland corporation
(a “MD Corporation”). Each Fund is organized as a MA Trust except Equity Income Fund, Inc. Money Market Fund, Inc.,
Value Fund, a series of Series Fund, Inc., and Master International Value Fund LLC. Equity Income Fund, Inc., Money Market Fund,
Inc. and Value Fund, a series of Series Fund, Inc. are MD Corporations and Master International Value Fund LLC is a Delaware limited
liability company. The following is a discussion of certain principal differences between the governing documents of the MA Trusts,
the MD Corporations and the Delaware statutory trust (a “DE Trust”) into which it is proposed that each will be reorganized
(with the exception of Master International Value Fund, which is not part of the proposal to reorganize into a DE Trust), and the
state laws governing the Funds and the DE Trusts. The following is not a complete description of the governing documents or state
laws. Further information about the Funds’ current organizational structure is contained in each Fund’s prospectus
and governing documents and in applicable state law.
The MA Trusts are Massachusetts business trusts (a “MBT”).
A MBT is an unincorporated business association referred to in Chapter 182 of the Massachusetts General Laws (the “Massachusetts
Statute”). The MA Trusts’ operations are governed by their declarations of trust (the “MA Declarations”)
and their by-laws (the “MA By-Laws”), as they may have been amended from time to time.
The MD Corporations are incorporated under the Maryland
General Corporation Law (the “Maryland Statute”). The MD Corporations’ operations are governed by their articles
of incorporation (the “MD Articles”) and their by-laws (the “MD By-Laws”), as they may have been amended
from time to time.
This discussion is qualified in its entirety by reference
to the DE Trust’s Agreement and Declaration of Trust included as Appendix H to this Joint Proxy Statement. Additionally,
the discussion of each MA Trust or MD Corporation is qualified in its entirety by reference to such Fund’s MA Declaration
and MA By-Laws, or MD Articles and MD By-Laws, as incorporated by reference in each such Fund’s registration statement.
Organization and Capital Structure
The business and affairs of each MA Trust are managed
under the supervision of its Board of Trustees. The shares of beneficial interest in the MA Trusts have a par value of $.001 per
share and the MA Declarations authorize the issuance of an unlimited number of shares, which may be divided into separate and distinct
series or classes. These series and classes have the rights, powers and duties set forth in the MA Declarations or as specified
in resolutions of the MA Trust’s Board of Trustees.
The business and affairs of each MD Corporation are
managed under the supervision of its Board of Directors. The shares of common stock issued by Equity Income Fund, Inc. have a par
value of $.0001 per share. The shares of common stock issued by Money Market Fund, Inc. have a par value of $.10 per share. The
shares of common stock issued by Series Fund, Inc. on behalf of Value Fund have a par value of $.001 per share. Each of the MD
Articles authorizes a specified number of shares, which the MD Corporation’s Board of Directors may increase or decrease
by supplementing the MD Articles. Each MD Corporation’s shares may be classified by the Board into separate and distinct
series and/or classes.
Each DE Trust is a Delaware statutory trust (a “DST”).
A DST is an unincorporated association organized under the Delaware Statutory Trust Act (the “Delaware Act”). Like
a MA Trust, a DE Trust’s operations are governed by its agreement and declaration of trust (the “DE Trust’s Declaration”)
and its by-laws (the “DE Trust’s By-Laws”), and its business and affairs are managed under the supervision of
its Board of Trustees. The Trust’s shares of beneficial interest are issued without par value as determined by the Board
of Trustees, and the DE Trust’s Declaration authorizes the issuance of an unlimited number of shares, which may be divided
into separate and distinct series or classes. These series and classes will have the rights, powers and duties set forth in the
DE Trust’s Declaration or as specified in resolutions of the DE Trust’s Board of Trustees. The DE Trust’s series
and classes will be identical to those of the corresponding Fund.
Governing Law
The Massachusetts Statute is essentially an enabling
statute and therefore is silent on many of the significant features of MBTs. Thus, the law that governs disputes arising out of
a MBT’s governing documents is largely a body of common law that has emerged over many years and is uncertain in many areas.
The Maryland Statute is a corporate statute which imposes
requirements upon corporations organized in that state. Under the Maryland Statute, certain corporate actions, such as mergers,
certain reorganizations, charter amendments and dissolution, are subject to mandatory stockholder votes. The Maryland Statute also
has specific requirements relating to record dates, notice, quorum and adjournment for stockholder meetings.
The Delaware Act allows for a statutory trust to be
governed by its governing documents, but also provides specified default provisions. Moreover, to the extent provisions in the
DE Trust’s Declaration and By-Laws are addressed by rules and principles established under Delaware corporation law and the
Delaware law governing other business entities (such as limited partnerships and limited liability companies), the Delaware courts
may look to such other law to help interpret provisions of the DE Trust’s Declaration and By-Laws. Applying this body of
law to the operation of the DE Trusts should prove beneficial because it is extensively developed and business-oriented. In addition,
Delaware’s Court of Chancery is dedicated to business law matters, which means that the judges tend to be more specialized
and better versed in the nuances of the law that will be applied to the DE Trusts. These legal advantages make more certain the
resolution of legal controversies and help to reduce legal costs resulting from uncertainty in the law.
Meetings of Shareholders and Voting Rights
Neither the MA Declarations nor the MA By-Laws require
the MA Trusts to hold an annual meeting of shareholders. Rather, the MA Trusts’ Boards of Trustees decide whether and when
shareholder meetings to elect trustees will be held. The MA By-Laws provide that shareholders entitled to vote at a meeting of
shareholders shall be given notice of any shareholders’ meeting. The MA By-Laws also provide that the Board of Trustees may
fix a record date for a shareholders’ meeting.
Certain of the MA By-Laws provide for different quorum
requirements depending if a proposal is to elect trustees or for any other question. Certain state that a quorum to elect trustees
is one-third, and certain state more than 50%, of the shares of the MA Trust issued and outstanding and entitled to vote. Quorum
and voting requirements for each specific MA Trust are outlined in Appendix L to this Proxy Statement. The MA Declarations provide
that shareholders are entitled to one vote for each whole share that they own, and a proportionate fractional vote for each fractional
share that they hold. All shares of the MA Trusts entitled to vote on a matter vote in the aggregate without differentiation between
shares of separate series or classes. With respect to any matter that affects only the interests of some but not all series or
classes, or where otherwise required by the Investment Company Act, only the shareholders of the affected series or classes are
entitled to vote on the matter. When a quorum is present at a meeting, a majority of the shares voted decide any questions and
a plurality of votes elect a trustee, except for certain of the MA Trusts that require a majority, and except when a larger vote
is required by any provision of the MA Trusts’ governing documents or by applicable law. Certain of the MA Declarations generally
provide that shareholders have the power to vote on only: (a) the election of trustees when that issue is submitted to shareholders,
or removal of trustees to the extent and as provided by the MA Declaration, (b) certain material amendments to the MA Declaration,
(c) certain transactions with respect to the sale and conveyance of all or substantially all the assets of that series or class,
as may be provided in the MA Declaration, (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 MA Trust, any series or class, or the shareholders, (e) with respect to those matters relating to the MA Trust as may be
required by the Investment Company Act or required by law, by the MA Declaration or By-Laws, or any registration statement of the
MA Trust filed with the SEC or any state, or as the Board of Trustees may consider desirable, and (f) with respect to any other
matter as to which the Board of Trustees, in its sole discretion, shall submit to the shareholders. There is no cumulative voting
in the election of trustees under the MA Declarations.
Neither the MD Articles nor the MD By-Laws require a
MD Corporation to hold an annual meeting of stockholders to elect directors. Certain of the MD By-Laws provide that a stockholders’
meeting must be held when the election of directors by stockholders is required under the Investment Company Act, or at other times
as may be determined by the MD Corporation’s Board of Directors.
The By-Laws for Equity Income Fund, Inc. and Series
Fund, Inc., on behalf of Value Fund, provide that the presence in person or by proxy of the holders of a majority, or more than
50%, of the shares of capital stock of the Corporation outstanding and entitled to vote thereat constitute a quorum at any meeting
of the stockholders. The By-Laws for Money Market Fund, Inc. provide that presence in person or by proxy of the holders of record
of one-third of the shares of capital stock of the Corporation outstanding and entitled to vote thereat constitute a quorum at
any meeting of the stockholders; provided however, that if any action to be taken by the stockholders 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. Each stockholder of a MD Corporation is entitled to one vote for each full share of stock
that they hold, and a proportionate fractional vote for each fractional share of stock that they hold. Each of the MD Articles
also provides that stockholders of a particular series or class have exclusive voting rights with respect to any matter submitted
to a vote of stockholders that affects only the holders of that series or class, in accordance with applicable law. Each of the
MD By-Laws provides that, in addition to those matters upon which stockholders are entitled to vote under applicable law, stockholders
have the power to vote on any matter submitted to a vote of stockholders by the Board of Directors. The MD Articles or By-Laws
provide that all questions at a meeting, including the election of directors, are decided by a majority of the votes cast, except
as otherwise provided in the MD Articles or By-Laws or by specific statutory provision superseding the restrictions and limitations
contained in the MD Articles or By-Laws.
Neither the Delaware Act, the DE Trust’s Declaration
nor the DE Trust’s By-Laws require annual meetings of shareholders to elect trustees. The DE Trust’s Declaration authorizes
the calling of a shareholders’ meeting by the chairman of the Board or the trustees to take action on any matter deemed necessary
or desirable by the Board of Trustees. The DE Trust’s Declaration provides that provisions relating to meetings, quorum,
required vote, record date and other matters relating to shareholder voting rights are as provided in the By-Laws.
The DE Trust’s By-Laws provide that shareholders
shall be given notice of a shareholders’ meeting and that a shareholders’ meeting may be postponed or adjourned to
a later date. No notice of adjournment need be given to shareholders if the time and place at which the adjourned meeting will
be held are announced at the meeting of which the adjournment is taken.. The DE Trust’s By-Laws also provide that the Board
of Trustees may fix a record date for a shareholders’ meeting that is not more than 120 days prior to such meeting (or such
other number of days as the Board of Trustees shall determine).
The DE Trust’s By-Laws provide that one-third
of the outstanding shares of the DE Trust (or a series or class, as applicable), entitled to vote at a meeting, which are present
in person or represented by proxy, constitute a quorum at the meeting, except when there is a legal requirement under federal law
for a larger quorum. The DE Trust’s By-Laws provide that each full share of the DE Trust is entitled to one vote and each
fractional share is entitled to a fractional vote. All shares of the DE Trusts entitled to vote on a matter vote in the aggregate
without differentiation between shares of separate series or classes. With respect to any matter that affects only the interests
of some but not all series or classes, or where otherwise required by the Investment Company Act, only the shareholders of the
affected series or classes are entitled to vote on the matter. Subject to any legal requirements under federal law for a different
vote, in all matters other than the election of trustees, shareholders may approve a proposal by a majority of the votes cast.
Trustees are elected by a plurality of the votes cast. Where a separate vote by series or class is required, these voting requirements
apply to those separate votes. The DE Trust’s Declaration provides that a DE Trust’s shareholders have the right to
vote only (i) for the election or removal of trustees as and to the extent provided in the Declaration, (ii) with respect to such
additional matters relating to the DE Trust as may be required by federal law including the Investment Company Act, or any registration
statement of the DE Trust filed with the SEC (or any successor agency) or any state and (iii) as the Board of Trustees may otherwise
consider necessary or desirable in its sole discretion. There is no cumulative voting for any matter.
Liability of Shareholders
The Massachusetts Statute does not address the personal
liability of the beneficial owners of an MBT for the debts and obligations of the MBT. The MA Declarations generally provide that
no shareholder shall be subject to any personal liability whatsoever to any person in connection with property of the MA Trust
or the acts, obligations or affairs of the MA Trust. The MA Declarations generally provide that, if any shareholder is made a party
to any suit or proceeding to enforce any such liability of the MA Trust, he or she shall not be held to any personal liability.
The Maryland Statute provides that a stockholder of
a Maryland corporation is not obligated to the corporation or its creditors with respect to the stock, except to the extent that
the consideration for the stock has not been fully paid or liability is otherwise imposed by the Maryland Statute. Neither the
MD Articles nor the MD By-Laws contain specific provisions with regard to the personal liability of stockholders of a MD Corporation.
Consistent with the Delaware Act, the DE Trust’s
Declaration provides that no DE Trust shareholder, as such, shall be subject to any personal liability whatsoever to any person
extending credit to, contracting with or having any claim against the Trust.
Liability Among Series
The Massachusetts Statute does not address series or
class liability with respect to multi-series or multi-class MBTs. The MA Declarations provide that the assets and liabilities of
a particular series shall be separate from any other series. The MA Declarations generally require that all persons extending credit
to, contracting with, or having any claim against a particular series of a MA Trust shall look only to the assets of that particular
series for payment of the credit, contract or claim.
The Maryland Statute provides that, in the case of a
Maryland corporation registered as an investment company under the Investment Company Act that has established multiple series
or classes of stock, liabilities of a particular series or class are only enforceable against the assets of that series or class,
and not against the assets of the corporation generally or any other series or class of stock. The MD Articles, as applicable,
generally establishe particular series and classes of stock and generally provides that the allocation of assets and liabilities
among such series or classes of the MD Corporation will be determined by the Board of Directors in accordance with the provisions
of the MD Articles and applicable law.
The Delaware Act provides that, except to the extent
otherwise provided in the governing instrument of a statutory trust, where the statutory trust is a registered investment company
under the Investment Company Act, any class or series of beneficial interests established by its governing instrument shall be
a class or series preferred as to distribution of assets or payment of dividends over all other classes or series in respect to
assets specifically allocated to that class or series. The DE Trust’s Declaration provides that each series of a DE Trust
shall be separate and distinct from any other series of the DE Trust and shall hold and account for the assets and liabilities
belonging to any series separately from the assets and liabilities of the DE Trust or any other series.
Dividends and Distributions
The MA Declarations generally provide that each shareholder
of a series is entitled to receive the series’ distributions of income and capital gains in the manner, at the time and on
the terms set by that Fund’s Board of Trustees.
The MD Articles generally provide that dividends and
distributions may be paid to stockholders of each series or class, as applicable, of a MD Corporation in such amounts as may be
declared from time to time by the Board of Directors.
The DE Trust’s Declaration provides that the shareholders
of any series or class of a DE Trust shall be entitled to receive dividends and distributions when, if and as declared by its Board
of Trustees, and that the right of the DE Trust’s shareholders to receive dividends or other distributions on shares of any
class may be set forth in a plan adopted by the DE Trust’s Board of Trustees pursuant to the Investment Company Act. For
all Funds and the DE Trusts, dividends and distributions may be paid in cash or in kind, and the respective Boards may retain such
amounts as they may deem necessary or desirable for the conduct of the Funds’ or the DE Trusts’ affairs.
Election of Trustees; Tenure; Removal
The MA Declarations generally provide that, except in
the event of death, resignation, removal, adjudicated incompetence or other incapacity, each MA Trust trustee holds office until
his or her successor is elected and qualified.
The MD Articles and/or By-Laws generally provide that
each director of a MD Corporation serves until the director’s successor is duly elected and qualified, except in the event
of the director’s death, resignation, or removal. Each of the MD Articles and/or By-Laws provides that directors may be removed
with or without cause by a vote of the stockholders.
Under the DE Trust’s Declaration, each trustee
of the DE Trust holds office during the existence of the DE Trust and until its termination unless the trustee dies, resigns, is
removed, retires or is otherwise incapacitated. Under the DE Trust’s Declaration, any trustee may be removed, with or without
cause, by the vote of two-thirds of the total combined net asset value of all shares of the DE Trust at any meeting called for
that purpose or with or without cause by action of a majority of the trustees of the DE Trust.
There is no cumulative voting for the election of trustees
of the Funds or the DE Trusts. The governing instruments for each of the Funds and the DE Trusts provide a mechanism for the respective
Boards to fill vacancies.
Liability of Trustees and Officers; Indemnification
The Massachusetts Statute does not address the personal
liability of the trustees of an MBT. The MA Declarations generally provide that no trustee, officer, employee or agent of a MA
Trust shall be subject to any personal liability for any action or failure to act, except that the trustees are not protected from
any liability to which they may be subject as a result of their bad faith, willful misfeasance, gross negligence or reckless disregard
of the duties involved in the conduct of their office (“Disabling Conduct”). The MA Declarations generally provide
that claimants may only look to the property of the MA Trust for satisfaction of claims arising in connection with the affairs
of the MA Trust. They further provides that if any trustee, officer, employee or agent of the MA Trust is made a party to any suit
or proceeding to enforce any such claim, he or she shall not be held to any personal liability.
The MA Declarations generally provide that every person
who is, or has been, a trustee or officer of a MA Trust shall be indemnified by the MA Trust to the fullest extent permitted by
law. This indemnification covers all liability and expenses reasonably incurred or paid in connection with any proceeding in which
he or she becomes involved because of being or having been a trustee or officer. The MA Declarations further provide, however,
that no indemnification shall be provided to a trustee or officer for any liability to a MA Trust or the shareholders arising from
Disabling Conduct and no indemnification shall be made unless a determination has been made by reasonable and fair means that the
person has not engaged in Disabling Conduct.
The Maryland Statute provides that a director of a Maryland
corporation who performs his or her duties in accordance with certain standards of conduct is generally immune from liability.
The standards of conduct set forth in the Maryland Statute provide that a director shall perform his or her duties: (1) in good
faith; (2) in a manner he or she reasonably believes to be in the best interests of the corporation; and (3) with the care that
an ordinarily prudent person in a like position would use under similar circumstances.
The MD Articles generally provide that to the fullest
extent permitted by the applicable law, no director or officer shall be liable to the MD Corporation or its stockholders for money
damages; provided, however, that nothing in the MD Articles shall be construed to protect any director or officer of the MD Corporation
against any liability to which such director 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 his office.
The MD Articles and/or By-Laws generally provide that
a MD Corporation shall indemnify its directors, officers and representatives to the extent permitted by law. The Maryland Statute
authorizes indemnification of directors and officers of a Maryland corporation with regard to any threatened, pending or completed
legal action, suit or proceeding. Under the Maryland Statute, indemnification is mandatory if a director or officer has been successful
on the merits or otherwise in the defense of any proceeding covered by the Maryland Statute. Mandatory indemnification covers all
reasonable expenses incurred. Under the Maryland Statute, indemnification is permissive unless it is established that: (1) the
act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith
or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit
in money, property or services; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe
his or her conduct was unlawful. However, if the proceeding was a derivative action, no indemnification will be made if the individual
is adjudged to be liable to the corporation unless approved by a court, in which case indemnification is limited to expenses.
The Delaware Act provides that, subject to such standards
and restrictions, if any, as are set forth in the governing instrument of a statutory trust, a statutory trust shall have the power
to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands
whatsoever. The DE Trust’s Declaration provides that any person who is or was a trustee, officer, employee or other agent
of the DE Trust shall be entitled to protection against personal liability for the obligations of the DE Trust, except for the
person’s own willful misconduct and bad faith. It further provides that these persons shall not be responsible or liable
for any act or failure to act of any other agent of the DE Trust or the DE Trust’s investment adviser or principal underwriter
to the fullest extent that limitations of liability are permitted by law.
The DE Trust’s Declaration requires it to indemnify,
to the fullest extent permitted under applicable law, each of its trustees, former trustees and officers, and provides that it
may indemnify its employees and agents, against all liabilities and expenses actually and reasonably incurred in connection with
defense or disposition of any action, suit or other proceeding. It provides that, to the extent required under the Investment Company
Act of 1940, there shall be no indemnification for any action, suit or other proceeding brought by reason of a person’s own
Disabling Conduct.
Preemptive, Dissenter’s and Other Rights
Some of the MA Declarations provide that shareholders
are not entitled to any preference, preemptive, appraisal, conversion or exchange rights, and some of the MA Declarations generally
provide that no shareholder shall have any right to purchase or subscribe for any shares issued or sold by the MA Trust, except
as the Trustees may, in their discretion, determine.
The MD Articles generally provide that no stockholder
of the MD Corporation will be entitled as a matter of right to subscribe for or purchase or receive any part of any new or additional
issue of securities of the MD Corporation.
The DE Trust’s Declaration provides that no shareholder
shall have any preemptive or other right to subscribe for new or additional shares or other securities issued by the DE Trust or
any series thereof and, under the Delaware Act, shareholders shall have no right to demand payment for their shares or any other
rights of dissenting shareholders in a transaction that normally gives rise to such rights.
Amendments to Organizational Documents
The MA Declarations generally may be amended by a vote
of a majority of the outstanding shares. Certain of the MA Declarations permit the Board of Trustees to amend a MA Trust’s
Declaration without the need for a shareholder vote; other MA Declarations permit the Board of Trustees, without the vote or consent
of the shareholders, to amend or otherwise supplement the MA Declaration except that a majority vote of shareholders is required
for any amendment to certain sections of the MA Declaration that would change shareholder voting powers, shareholder indemnification,
the provisions requiring shareholder approval for certain sale transactions, and the amendment provision itself. The MA By-Laws
generally may be amended or repealed, or new by-laws may be adopted, by the vote of shareholders or a majority of a MA Trust’s
Board of Trustees. However, in certain cases, MA By-Laws generally may not be amended, adopted or repealed by the trustees if there
is a legal requirement for a vote of shareholders, and certain of the MA By-Laws provide that any alteration, amendment, addition
or repeal of the By-Laws by action of the trustees may be altered or repealed by the shareholders.
Certain of the MD Articles may be amended, altered or
repealed by the vote of a majority of shareholders, and certain of the MD Articles may be amended or supplemented at any time by
the Corporation and, if legally required, by approval of an amendment by stockholders. Certain of the MD By-Laws generally may
be amended, or new by-laws may be adopted, by a vote of the majority of the MD Corporation’s Board of Directors, and certain
of the MD By-Laws provide that the By-Laws may be amended by the shareholders.
The DE Trust’s Declaration may be restated and/or
amended at any time by (i) an instrument in writing signed by a majority of the trustees then holding office or (ii) adoption by
a majority of the trustees then holding office of a resolution specifying the restatement and/or amendment. Any such restatement
and/or amendment will be effective immediately upon such execution or adoption. No vote or consent of any shareholder is required
for any amendment to the DE Trust’s Declaration except (i) as determined by the trustees in their sole discretion or (ii)
as required by federal law including the Investment Company Act, but only to the extent so required.
Inspection Rights
The MA Declarations generally provide that the records
of the MA Trusts shall be open for inspection by shareholders to the same extent as is permitted stockholders of a Massachusetts
business corporation.
A stockholder of a MD Corporation may, during normal
business hours, inspect and copy the by-laws, minutes, annual reports and certain other corporate documents on file at the MD Corporation’s
principal office. In addition, the Maryland Statute provides that any person who has held at least 5% of any class of a corporation’s
stock for at least six months is entitled to request certain other documents relating to the corporation’s affairs. The corporation
shall prepare and make such information available within 20 days after a qualifying stockholder request is made.
The DE Trust’s Declaration provides that no shareholder
shall have any right to inspect any account, book or document of the DE Trust that is not publicly available, except as conferred
by the Board of Trustees.
Dissolution and Termination
Certain of the MA Declarations generally provide that
the MA Trust or any of its series or classes may be terminated by the Board of Trustees, or the affirmative vote of a majority
of the Board of Trustees, with written notice to shareholders. Certain of the MA Declarations generally provide that a majority
vote of shareholders under the Investment Company Act of1940 may sell and convey the assets of a series or class of the MA Trust,
after which the series, and Trust, shall be terminated. After termination of the MA Trust or any series and any final distribution
to shareholders, the Board of Trustees must wind up the affairs of the MA Trust or series.
Each of the MD Articles provides that the duration of
the MD Corporation shall be perpetual. Under the Maryland Statute, a majority of the board of directors of a Maryland corporation
must adopt a resolution declaring that the dissolution is advisable and the dissolution must be approved by stockholders. In addition,
the Maryland Statute provides that stockholders of a corporation entitled to cast at least 25 percent of all the votes that may
be cast in the election of directors may petition a court of equity for an involuntary dissolution of the corporation on the grounds
that the directors are so divided respecting the management of the corporation’s affairs that the votes required for action
cannot be obtained, or that the stockholders are so divided that directors cannot be elected.
Under the DE Trust’s Declaration, a DE Trust,
or one of its series or classes, may be dissolved (or terminated in the case of classes) by the Board of Trustees at any time by
written notice to the DE Trust’s, series’ or class’ shareholders. The DE Trust’s Declaration provides that
when the DE Trust or one of its series has dissolved, its Board of Trustees shall pay or make reasonable provision to pay all known
claims and obligations, including those that are contingent, conditional and unmatured. The DE Trust’s Declaration further
provides that any remaining assets of the dissolved DE Trust or series shall be distributed to the shareholders of the DE Trust
or series, as applicable, ratably according to the number of outstanding shares of the DE Trust or series held of record by the
shareholders on the dissolution distribution date.
Derivative Actions
Certain of the MA Declarations provide that shareholders
shall have the power to vote 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 MA Trust or the shareholders.
Neither the MD Articles nor the MD By-Laws contain specific
provisions with regard to derivative actions. Maryland courts recognize derivative actions even in the absence of a specific statute
or court rule. Under Maryland law, in order to bring a derivative action, a stockholder (or his predecessor if he became a stockholder
by operation of law) must be a stockholder: (1) at the time of the acts or omissions complained about; (2) at the time the action
is brought and (3) until the completion of the litigation. A derivative action may be brought by a stockholder if a demand upon
the board of directors to bring the action is improperly refused or would be futile.
Under the Delaware Act, a shareholder may bring a derivative
action if trustees with authority to do so have refused to bring the action or if a demand upon the trustees to bring the action
is not likely to succeed. The Delaware Act provides that a shareholder may bring a derivative action only if the shareholder is
a shareholder at the time the action is brought and (1) was a shareholder at the time of the transaction at issue, or (2) acquired
the status of shareholder by operation of law or the DE Trust’s governing instrument from a person who was a shareholder
at the time of the transaction at issue. Under the Delaware Act, a shareholder’s right to bring a derivative action may also
be subject to additional standards and restrictions set forth in the DE Trust’s governing instrument.
The DE Trust’s Declaration provides that in order
to bring a derivative action (a) the shareholder or shareholders must make a pre-suit demand upon the Board of Trustees to bring
the subject action unless an effort to cause the Board of Trustees to bring such an action is not likely to succeed (a demand on
the Board of Trustees is only deemed not likely to succeed and therefore excused if a majority of the Board of Trustees, or a majority
of any committee established to consider the merits of such action, is composed of trustees who are not “independent trustees”);
(b) unless a demand is not required under clause (a) above, shareholders eligible to bring such derivative action under the Delaware
Act who collectively hold shares representing 10% or more of the total combined net asset value of all shares issued and outstanding
or of the series or classes to which such action relates if it does not relate to all series and classes, shall join in the request
for the Board of Trustees to commence such action; and (c) unless a demand is not required under clause (a) above, the Board of
Trustees must be afforded a reasonable amount of time to consider such shareholder request and to investigate the basis of such
claim. The Board of Trustees shall be entitled to retain counsel or other advisors in considering the merits of the request and
shall require an undertaking by the shareholders making such request to reimburse the DE Trust for the expense of any such advisors
in the event that the Board of Trustees determines not to bring such action.
APPENDIX K
Fund Abbreviations; Shares Outstanding
The following table lists, with respect
to each Fund, the total number of shares outstanding as of the close of business on the Record Date (March 28, 2013).
Fund Name
|
Fund Abbreviation
|
Shares Outstanding
as of March 28, 2013
(All Classes)
|
Oppenheimer AMT-Free Municipals
|
AMT-Free Municipals
|
382,540,031.433
|
Oppenheimer Rochester AMT-Free New York Municipal Fund
|
Rochester AMT-Free New York Municipal Fund
|
118,287,753.592
|
Oppenheimer California Municipal Fund
|
California Municipal Fund
|
197,661,024.092
|
Oppenheimer Capital Appreciation Fund
|
Capital Appreciation Fund
|
91,772,403.475
|
Oppenheimer Developing Markets Fund
|
Developing Markets Fund
|
957,314,980.341
|
Oppenheimer Discovery Fund
|
Discovery Fund
|
28,547,205.877
|
Oppenheimer Equity Income Fund, Inc.
|
Equity Income Fund
|
148,246,465.868
|
Oppenheimer Flexible Strategies Fund
|
Flexible Strategies Fund
|
39,573,961.109
|
Oppenheimer Global Allocation Fund
|
Global Allocation Fund
|
112,276,313.656
|
Oppenheimer Global Fund
|
Global Fund
|
134,207,633.358
|
Oppenheimer Global Multi Strategies Fund
|
Global Multi Strategies Fund
|
2,487,933.825
|
Oppenheimer Global Opportunities Fund
|
Global Opportunities Fund
|
84,714,490.756
|
Oppenheimer Global Value Fund
|
Global Value Fund
|
3,709,734.791
|
Oppenheimer Gold & Special Minerals Fund
|
Gold & Special Minerals Fund
|
95,978,216.550
|
Oppenheimer Institutional Money Market Fund
|
Institutional Money Market Fund
|
6,803,737,611.240
|
Oppenheimer International Diversified Fund
|
International Diversified Fund
|
173,523,484.554
|
Oppenheimer International Growth Fund
|
International Growth Fund
|
281,174,590.019
|
Oppenheimer International Small Company Fund
|
International Small Company Fund
|
51,018,845.796
|
Oppenheimer International Value Fund
|
International Value Fund
|
55,530,725.888
|
Oppenheimer Limited Term California Municipal Fund
|
Limited Term California Municipal Fund
|
206,079,907.581
|
Oppenheimer Rochester Limited Term Municipal Fund
|
Rochester Limited Term Municipal Fund
|
389,434,265.214
|
Oppenheimer Master International Value Fund, LLC
|
Master International Value Fund
|
41,835,257.559
|
Oppenheimer Money Market Fund, Inc.
|
Money Market Fund
|
1,989,831,898.281
|
Oppenheimer New Jersey Municipal Fund
|
New Jersey Municipal Fund
|
64,398,539.137
|
Oppenheimer Pennsylvania Municipal Fund
|
Pennsylvania Municipal Fund
|
108,761,188.268
|
Oppenheimer Active Allocation Fund
|
Active Allocation Fund
|
212,980,281.786
|
Oppenheimer Conservative Investor Fund
|
Conservative Investor Fund
|
64,386,909.905
|
Oppenheimer Equity Investor Fund
|
Equity Investor Fund
|
55,694,991.942
|
Oppenheimer Moderate Investor Fund
|
Moderate Investor Fund
|
140,133,411.895
|
Oppenheimer Real Estate Fund
|
Real Estate Fund
|
43,829,676.595
|
Oppenheimer Rising Dividends Fund
|
Rising Dividends Fund
|
266,018,959.292
|
Oppenheimer Rochester National Municipals
|
Rochester National Municipals
|
922,702,901.763
|
Oppenheimer Rochester Arizona Municipal Fund
|
Rochester Arizona Municipal Fund
|
7,758,277.903
|
Oppenheimer Rochester Intermediate Term Municipal Fund
|
Rochester Intermediate Term Municipal Fund
|
5,849,848.558
|
Oppenheimer Rochester Maryland Municipal Fund
|
Rochester Maryland Municipal Fund
|
10,075,121.668
|
Oppenheimer Rochester Massachusetts Municipal Fund
|
Rochester Massachusetts Municipal Fund
|
7,978,092.131
|
Oppenheimer Rochester Michigan Municipal Fund
|
Rochester Michigan Municipal Fund
|
8,272,733.043
|
Oppenheimer Rochester Minnesota Municipal Fund
|
Rochester Minnesota Municipal Fund
|
11,570,785.420
|
Oppenheimer Rochester North Carolina Municipal Fund
|
Rochester North Carolina Municipal Fund
|
12,218,533.496
|
Oppenheimer Rochester Ohio Municipal Fund
|
Rochester Ohio Municipal Fund
|
9,295,418.802
|
Oppenheimer Rochester Short Term Municipal Fund
|
Rochester Short Term Municipal Fund
|
85,582,619.647
|
Oppenheimer Rochester Virginia Municipal Fund
|
Rochester Virginia Municipal Fund
|
18,859,205.577
|
Oppenheimer Select Value Fund
|
Select Value Fund
|
11,743,251.251
|
Oppenheimer Value Fund
|
Value Fund
|
86,239,942.192
|
Oppenheimer Small- & Mid- Cap Growth Fund
|
Small- & Mid- Cap Growth Fund
|
25,720,240.701
|
Oppenheimer Small- & Mid- Cap Value Fund
|
Small- & Mid- Cap Value Fund
|
41,703,377.037
|
Oppenheimer U.S. Government Trust
|
U.S. Government Trust
|
101,830,191.921
|
Oppenheimer Rochester Fund Municipals
|
Rochester Fund Municipals
|
492,462,620.803
|
Oppenheimer Rochester Limited Term New York Municipal Fund
|
Rochester Limited Term New York Municipal Fund
|
1,678,141,880.412
|
APPENDIX L
Voting Information
For Proposal 1 and Proposal 3, shareholders
of
a Fund which is a series of a
trust, corporation or LLC will vote together with other series
of such trust, corporation or LLC. For Proposal 2, shareholders of each Fund will vote separately on each applicable sub-proposal
in Proposal 2.
Broker-dealer firms will not be
permitted voting authority with respect to which no instructions have been received in connection with any of the sub-proposals
in Proposal 2, or Proposal 3. A properly executed proxy card or other authorization by a beneficial owner of Fund shares that does
not specify how the beneficial owner’s shares should be voted on Proposal 1 may be deemed an instruction to vote such shares
in favor of the Proposal, but against the sub-proposals of Proposal 2 and against Proposal 3. Beneficial owners who do not provide
proxy instructions or who do not return a proxy card may also have their shares voted by broker-dealer firms in favor of Proposal
1.
In the event a quorum is not present
or sufficient votes in favor of one of the proposals set forth in the Notice of Meetings of Shareholders or is not received by
the date of the Meetings, the persons named in the enclosed proxy (or their substitutes) may propose and approve one or more adjournments
of the Meeting(s) to permit further solicitation of proxies. 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 respective 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
Funds’ shareholders. A vote may be taken on a proposal 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.
Quorum and Vote Required
Proposal 1:
The quorum and vote requirements
for each Fund are listed in the chart below.
Proposal 2
: The quorum requirements for Proposal
2 are listed in the chart below. Approval of each sub-proposal in Proposal 2 by each applicable Fund will require the affirmative
vote of the holders of a majority of the outstanding shares entitled to vote of the respective Fund, as defined under the Investment
Company Act of 1940, as amended (the “1940 Act”). The 1940 Act defines such vote as the lesser of (i) 67% or more
of the total number of shares of all classes of a fund present or represented by proxy at that Meeting, voting together as a single
class, if holders of more than 50% of the outstanding shares of all classes, taken as a single class, are present or represented
by proxy at that Meeting; or (ii) more than 50% of the total number of outstanding shares of all classes of such fund, voting
together as a single class.
Proposal 3:
The quorum and vote requirements
for each Fund are listed in the chart below.
FUND
|
Quorum for Proposal 1: Election of Directors/Trustees
|
Vote for Proposal 1: Election of Directors/Trustees
|
Quorum for Proposal 2 and 3
|
Vote for Proposal 3
|
AMT-Free Municipals
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester AMT-Free New York Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
California Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Capital Appreciation Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Developing Markets Fund
|
Majority of the Shares entitled to vote
|
Majority of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Discovery Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Equity Income Fund
|
More than 50% of the shares issued and outstanding and entitled to vote
|
Majority of votes cast
|
More than 50% of the shares issued and outstanding and entitled to vote
|
Majority of the votes cast
|
Global Fund
|
Majority of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Global Multi Strategies Fund
|
More than 50% of the shares issued and outstanding and entitled to vote
|
Plurality of votes cast
|
More than 50% of the shares issued and outstanding and entitled to vote
|
Majority of the votes cast
|
Global Opportunities Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Global Value Fund
|
More than 50% of the Shares issued and outstanding and
entitled to vote
|
Plurality of votes cast
|
More than 50% of the Shares issued and outstanding and entitled to vote
|
Majority of the votes cast
|
Gold & Special Minerals Fund
|
Majority of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Institutional Money Market Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
International Diversified Fund
|
More than 50% of the Shares issued and outstanding and
entitled to vote
|
Plurality of votes cast
|
More than 50% of the Shares issued and outstanding and
entitled to vote
|
Majority under the 1940 Act
|
International Growth Fund
|
Majority of the Shares entitled to vote
|
Majority of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
International Small Company Fund
|
Majority of the Shares entitled to vote
|
Majority of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
International Value Fund
|
One-third of the Shares entitled to
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Limited Term California Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Rochester Limited Term Municipal Fund
|
More than 50% of the Shares issued and outstanding and
entitled to vote
|
Plurality of votes cast
|
More than 50% of the Shares issued and outstanding and
entitled to vote
|
Majority under the 1940 Act
|
Limited Term New York Municipal Fund, a series of Rochester Portfolio Series
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Master International Value Fund
|
More than 50% of the Units of the Company issued and
outstanding and entitled to vote
|
Plurality of votes cast
|
More than 50% of the Units of the Company issued and
outstanding and entitled to vote
|
n/a
|
Money Market Fund
|
Majority of the shares of capital stock outstanding and entitled to vote
|
Majority of shares outstanding and entitled to vote
|
Majority of the shares of capital stock outstanding and entitled to vote
|
Majority of shares outstanding and entitled to vote
|
Rochester National Municipals, a series of Oppenheimer
Multi-State Municipal Trust
|
Majority of the Shares entitled to vote
|
Majority of the quorum
|
Majority of the shares of capital stock outstanding and entitled to vote
|
Majority under the 1940 Act
|
New Jersey Municipal Fund, a series of Oppenheimer Multi-State
Municipal Trust
|
Majority of the Shares entitled to vote
|
Majority of the quorum
|
Majority of the shares of capital stock outstanding and entitled to vote
|
Majority under the 1940 Act
|
Pennsylvania Municipal Fund, a series of Oppenheimer
Multi-State Municipal Trust
|
Majority of the Shares entitled to vote
|
Majority of the quorum
|
Majority of the shares of capital stock outstanding and entitled to vote
|
Majority under the 1940 Act
|
Active Allocation Fund, a series of Oppenheimer Portfolio
Series
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Conservative Investor Fund, a series of Oppenheimer Portfolio Series
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Equity Investor Fund, a series of Oppenheimer Portfolio
Series
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Moderate Investor Fund, a series of Oppenheimer Portfolio
Series
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Global Allocation Fund, a series of Oppenheimer Quest For Value Funds
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of shares outstanding and entitled to vote
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of the votes cast
|
Flexible Strategies Fund, a series of Oppenheimer Quest For Value Funds
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of shares outstanding and entitled to vote
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of the votes cast
|
Small- & Mid-Cap Value Fund, a series of Oppenheimer Quest For Value Funds
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of shares outstanding and entitled to vote
|
Majority of the Shares issued and outstanding and entitled
to vote
|
Majority of the votes cast
|
Real Estate Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rising Dividends Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Rochester Fund Municipals
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Rochester Arizona Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Maryland Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Massachusetts Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Michigan Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Minnesota Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester North Carolina Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Ohio Municipal Fund
|
One-third of the Shares entitled to vote meeting
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Rochester Virginia Municipal Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority of the votes cast
|
Rochester Short Term Municipal Fund
|
More than 50% of the Shares of the stock issued and
outstanding and entitled to vote
|
Plurality of votes cast
|
More than 50% of the Shares of the stock issued and
outstanding and entitled to vote
|
Majority of the votes cast
|
Rochester Intermediate Term Municipal Fund
|
More than 50% of the Shares of the stock issued and
outstanding and entitled to vote
|
Plurality of votes cast
|
More than 50% of the Shares of the stock issued and
outstanding and entitled to vote
|
Majority of the votes cast
|
Select Value Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
Value Fund, a series of Oppenheimer Series Fund, Inc.
|
Majority of the shares of stock entitled to vote
|
Plurality of shares
|
Majority of the shares of stock entitled to vote
|
Majority of the votes cast
|
Small- & Mid-Cap Growth Fund
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
U.S. Government Trust
|
One-third of the Shares entitled to vote
|
Plurality of votes cast
|
Majority of Shares outstanding and entitled to vote
|
Majority under the 1940 Act
|
APPENDIX M
The following chart lists the fiscal year end of each
Fund and number of Board and Committee meetings held during each Fund’s most recent fiscal year:
Fund
|
Fiscal Year End
|
Number of Board Meetings During Last Fiscal Year
|
Number of Audit Committee Meetings During Last Fiscal Year
|
Number of Review Committee Meetings During Last Fiscal year
|
Number of Governance Committee Meetings During Last Fiscal Year
|
Oppenheimer AMT-Free Municipals
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer California Municipal Fund
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Capital Appreciation Fund
|
8/31
|
10
|
4
|
6
|
4
|
Oppenheimer Developing Markets Fund
|
8/31
|
10
|
4
|
6
|
4
|
Oppenheimer Discovery Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Equity Income Fund, Inc.
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Global Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Global Multi Strategies Fund
|
5/31
|
11
|
5
|
5
|
4
|
Oppenheimer Global Opportunities Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Global Value Fund
|
4/30
|
10
|
5
|
5
|
4
|
Oppenheimer Gold & Special Minerals Fund
|
6/30
|
10
|
4
|
4
|
4
|
Oppenheimer Institutional Money Market Fund
|
5/31
|
11
|
5
|
5
|
4
|
Oppenheimer International Diversified Fund
|
4/30
|
10
|
5
|
6
|
4
|
Oppenheimer International Growth Fund
|
11/30
|
9
|
4
|
4
|
3
|
Oppenheimer International Small Company Fund
|
8/31
|
10
|
4
|
6
|
4
|
Oppenheimer International Value Fund
|
11/30
|
9
|
4
|
4
|
3
|
Oppenheimer Limited Term California Municipal Fund
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Master International Value Fund, LLC
|
4/30
|
10
|
5
|
5
|
4
|
Oppenheimer Money Market Fund, Inc.
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Multi-State Municipal Trust –
Oppenheimer Pennsylvania Municipal Fund
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Multi-State Municipal Trust, on behalf
of – Oppenheimer New Jersey Municipal Fund
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Multi-State Municipal Trust –
Oppenheimer Rochester National Municipals
|
7/31
|
10
|
5
|
6
|
4
|
Oppenheimer Municipal Fund – Oppenheimer
Rochester Limited Term Municipal Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Portfolio Series, on behalf of –
Oppenheimer Conservative Investor Fund
|
1/31
|
7
|
5
|
5
|
4
|
Oppenheimer Portfolio Series – Oppenheimer
Moderate Investor Fund
|
1/31
|
7
|
5
|
5
|
4
|
Oppenheimer Portfolio Series – Oppenheimer
Equity Investor Fund
|
1/31
|
7
|
5
|
5
|
4
|
Oppenheimer Portfolio Series – Oppenheimer
Active Allocation Fund
|
1/31
|
7
|
5
|
5
|
4
|
Oppenheimer Quest For Value Funds – Oppenheimer
Global Allocation Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Quest For Value Funds – Oppenheimer Flexible Strategies Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Quest For Value Funds – Oppenheimer
Small- & Mid-Cap Value Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Real Estate Fund
|
4/30
|
10
|
5
|
5
|
4
|
Oppenheimer Rising Dividends Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Rochester AMT-Free New York Municipal
Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Rochester Arizona Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Intermediate Term Municipal
Fund
|
9/30
|
9
|
4
|
6
|
4
|
Oppenheimer Rochester Maryland Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Massachusetts Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Michigan Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Minnesota Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester North Carolina Municipal
Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Ohio Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Short Term Municipal Fund
|
5/31
|
11
|
5
|
5
|
4
|
Oppenheimer Rochester Virginia Municipal Fund
|
3/31
|
10
|
5
|
5
|
4
|
Oppenheimer Rochester Fund Municipals
|
12/31
|
8
|
5
|
5
|
4
|
Oppenheimer Select Value Fund
|
4/30
|
10
|
5
|
5
|
4
|
Oppenheimer Series Fund, Inc.– Oppenheimer
Value Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer Small- & Mid-Cap Growth Fund
|
10/31
|
8
|
5
|
5
|
4
|
Oppenheimer U.S. Government Trust
|
8/31
|
10
|
4
|
6
|
4
|
Rochester Portfolio Series - Oppenheimer Rochester
Limited Term New York Municipal Fund
|
12/31
|
8
|
5
|
5
|
4
|
APPENDIX N
5% Share Ownership
As of the March 15, 2013, to the
best of the knowledge of each Fund, the shareholders listed below owned of record or beneficially owned 5% or more of any class
the outstanding voting shares of such Fund:
OPPENHEIMER AMT-FREE MUNICIPALS
|
Name
|
Address
|
% Owned
|
Share Class
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
11.34%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.80%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.86%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.61%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#99012
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.47%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
6.64%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.78%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
28.36%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
21.51%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97A91
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
13.13%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.87%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.69%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97HF8
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
20.44%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
14.66%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.74%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.18%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.05%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.53%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97C25
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
35.58%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
27.82%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
16.78%
|
Y
|
OPPENHEIMER CALIFORNIA MUNICIPAL FUND
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
975A2
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
16.95%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
11.50%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.03%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.56%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.58%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
18.33%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
13.67%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97BH8
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.94%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.75%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
5.93%
|
B
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
5.44%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97HU7
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
23.03%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
17.56%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
16.27%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.04%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.25%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97C25
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
41.55%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
27.26%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
16.46%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
6.25%
|
Y
|
OPPENHEIMER CAPITAL APPRECIATION FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.75%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.48%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.89%
|
N
|
Oppenheimer Portfolio Series Active Allocation
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
28.64%
|
Y
|
Oppenheimer Portfolio Series Moderate Investor
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
18.24%
|
Y
|
Oppenheimer Portfolio Series Equity Investor Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
10.81%
|
Y
|
Oppenheimer Portfolio Series Active Allocation Tact Comp
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
6.39%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
99.95%
|
I
|
OPPENHEIMER DEVELOPING MARKETS FUND
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
12.33%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
10.32%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.87%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.05%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
14.74%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.14%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.69%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97MF4
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.54%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.53%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
5.65%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#
97MF5
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
18.43%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
17.91%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.38%
|
C
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
7.06%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.04%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.78%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.75%
|
C
|
Hartford Life Insurance Co
Seperate Account 457
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
17.61%
|
N
|
ING National Trust
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
7.67%
|
N
|
ING National Trust
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
7.42%
|
N
|
DCGT as TTEE andor CUST
FBO Principal Financial Group Qfied FIA Omnibus
|
Attn NPIO Trade Desk
711 High Street
Des Moines IA 50303
|
6.55%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.40%
|
N
|
First Clearing LLC
|
2801 Market Street
St Louis MO 63103
|
10.81%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
10.69%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.16%
|
Y
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
7.59%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
6.35%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
5.59%
|
Y
|
Fidelity Investments
Institutional Operations Co Inc
Certain Employee Benefit Plans
|
100 Magellan Way # KW1C
Covington KY 41015-1987
|
16.47%
|
I
|
The Northern Trust Co Tr
Pfizer-Dv
|
Po Box 92994
Chicago IL 60675-2994
|
13.87%
|
I
|
City National Bank
Omnibus CC
|
555 S Flower St Fl 10
Los Angeles CA 90071-2300
|
5.43%
|
I
|
OPPENHEIMER DISCOVERY FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.82%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.08%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.25%
|
N
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
13.55%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
11.14%
|
Y
|
Wells Fargo Bank FBO
Various Retirement Plans
|
1525 West Wt Harris Blvd
Charlotte NC 28288-1076
|
8.16%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.03%
|
Y
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
6.70%
|
Y
|
Fidelity Investments
Institutional Operations Co Inc
Certain Employee Benefit Plans
|
100 Magellan Way # KW1C
Covington KY 41015-1987
|
6.27%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.91%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
46.93%
|
I
|
Investors Bank & Trust FBO Various Retirement Plans
|
440 Mamaroneck Ave
Harrison NY 10528-2418
|
12.97%
|
I
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.49%
|
I
|
OPPENHEIMER EQUITY INCOME FUND, INC.
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
11.49%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.21%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.26%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
17.95%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.70%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.05%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
9.59%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.82%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.73%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
7.38%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
9.61%
|
N
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
19.19%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
17.42%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
16.41%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
14.93%
|
Y
|
SEI Private Trust Company
FBO Edward Jones
|
Attn Mutual Funds Admin
1 Freedom Valley Dr
Oaks PA 19456-9989
|
6.46%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
62.47%
|
I
|
JP Morgan Chase Bank Tr
TIAA CREF Retirement Plans Program
|
1 Chase Manhattan Plz Fl 19
New York NY 10005-1401
|
33.50%
|
I
|
OPPENHEIMER FLEXIBLE STRATEGIES FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.57%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.24%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.63%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.08%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.83%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.40%
|
N
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
34.13%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
14.83%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
14.02%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.44%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.55%
|
Y
|
OFI Global Asset Management, Inc
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
100.00%
|
I
|
OPPENHEIMER GLOBAL ALLOCATION FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.23%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.38%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.36%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.01%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.04%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.06%
|
C
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
48.55%
|
Y
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
26.19%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.77%
|
Y
|
OFI Global Asset Management, Inc
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
99.99%
|
I
|
OPPENHEIMER GLOBAL FUND
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.11%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.53%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.38%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.46%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
8.48%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.26%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.86%
|
C
|
Hartford Life Insurance Co
Separate Account 401K
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
11.28%
|
N
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
20.34%
|
Y
|
John Hancock Life Ins Co USA
|
RPS-Trading Ops Et4
601 Congress St
Boston MA 02210-2804
|
19.40%
|
Y
|
Fidelity Investments
Institutional Operations Co Inc
Certain Employee Benefit Plans
|
100 Magellan Way # KW1C
Covington KY 41015-1987
|
6.72%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
59.55%
|
I
|
JP Morgan Chase Bank Tr
TIAA CREF Retirement Plans Program
|
1 Chase Manhattan Plz Fl 19
New York NY 10005-1401
|
13.05%
|
I
|
Wells Fargo Bank FBO
Various Retirement Plans
|
1525 West Wt Harris Blvd
Charlotte NC 28288-1076
|
12.57%
|
I
|
Wells Fargo Bank FBO
City of Pasadena Deferred Comp
|
C/O Fascore LLC
8515 E Orchard Rd # 2t2
Greenwood Village CO 80111-5002
|
5.04%
|
I
|
OPPENHEIMER GLOBAL MULTI STRATEGIES FUND
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
93.41%
|
A
|
RPSS Cust Roth 403-B Plan
Chico USD
FBO Constance C Anderson
|
1428 Creekhaven Pl
Chico CA 95926-7740
|
19.52%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.70%
|
C
|
RPSS TR Simple Ira
Lakes Dental Services Inc
FBO William C Martineau
|
PO Box 410
Three Lakes WI 54562-0410
|
6.62%
|
C
|
Oppenheimer Portfolio Series Moderate Investor
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
38.65%
|
Y
|
Oppenheimer Portfolio Series Conservative Investor Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
32.96%
|
Y
|
Oppenheimer Portfolio Series Active Allocation
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
22.07%
|
Y
|
Oppenheimer Portfolio Series Active Allocation TACT Comp
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
5.63%
|
Y
|
Diversified Alternative Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
99.21%
|
I
|
OPPENHEIMER GLOBAL OPPORTUNITIES FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.33%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.75%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.53%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.38%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.35%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.86%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.84%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
6.40%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
6.24%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
9.40%
|
N
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
7.07%
|
N
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
14.71%
|
Y
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
12.07%
|
Y
|
Vanguard Fiduciary Trust Co TR Vanguard Fiduciary Trust Co
|
Po Box 2600
Valley Forge PA 19482-2600
|
12.03%
|
Y
|
Nationwide Trust Company FSB
|
C/O IPO Portfolio Accounting
Po Box 2600
Valley Forge PA 19482-2600
|
8.93%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.49%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.92%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.86%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
91.12%
|
I
|
TD Ameritrade Trust Company
|
CO# 00T71
PO Box 17748
Denver CO 80217-0748
|
5.56%
|
I
|
OPPENHEIMER GLOBAL VALUE FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
16.89%
|
A
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
13.36%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
11.43%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.69%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
15.93%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.87%
|
C
|
Raymond James
Omnibus For Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
7.70%
|
C
|
RPSS Tr Rollover Ira
FBO Janet Schroeder
|
162 Roslyn Dr
New Britain CT 06052-1824
|
7.99%
|
N
|
Frontier Trust Company FBO
Community Bank Of Trenton Emplo
|
PO Box 10758
Fargo ND 58106-0758
|
5.95%
|
N
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
34.87%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
18.32%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
14.50%
|
Y
|
Great-West Trust Company LLC
Retirement Plans
|
8515 E Orchard Rd # 2t2
Greenwood Village CO 80111-500
|
5.59%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
99.77%
|
I
|
OPPENHEIMER GOLD & SPECIAL MINERALS FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
11.27%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.80%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.42%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
12.93%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
9.35%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.07%
|
B
|
RBC Capital Markets, LLC
Mutual Fund Omnibus Processing Omnibus
|
Attn Mutual Fund Ops Manager
510 Marquette Ave S
Minneapolis MN 55402-1110
|
6.96%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.70%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.03%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
19.16%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.41%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.33%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.30%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
7.85%
|
C
|
Hartford Life Insurance Co
Seperate Account 457
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
17.34%
|
N
|
ING Life Ins & Annuity Comp
FBO Aliac Trade Settlement
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
11.00%
|
N
|
State Street Bank & Trustee
FBO ADP Access Product
|
1 Lincoln St
Boston MA 02111-2901
|
10.36%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.57%
|
N
|
ING National Trust
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
7.08%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
67.80%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.78%
|
Y
|
Diversified Alternative Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
99.54%
|
I
|
OPPENHEIMER INSTITUTIONAL MONEY MARKET FUND
|
Oppenheimer Developing Markets Fund
|
6803 S. Tucson Way
Attn: Treasury Oversight
Centennial, CO 80112
|
31.73%
|
E
|
Oppenheimer Senior Floating Rate
|
P.O. Box 5061
Denver, CO 802175061
|
12.29%
|
E
|
Oppenheimer International Bond Fund
|
6803 S. Tucson Way
Attn: Treasury Oversight
Centennial, CO 80112
|
6.90%
|
E
|
Oppenheimer International Growth
|
6803 S. Tucson Way
Attn: Treasury Oversight
Centennial, CO 80112
|
5.87%
|
E
|
Brightstart College Savings Plan
|
c/o Oppenheimer Funds
P.O. Box 5270
Denver, CO 80217-5270
|
49.74%
|
L
|
SE Short Term Yield Portfolio
|
Attn: Fund Operations (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
21.60%
|
L
|
UMB Bank NA CUST for Phoenix Omni
|
928 Grand Blvd
Money Market MS
Kansas City, MO 64106
|
13.87%
|
L
|
Bijan Nassi
|
60 East 11
th
Street
New York, NY 10003
|
52.59%
|
P
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
24.15%
|
P
|
Hare and CO
|
Attn Frank Notaro
111 Sanders Creek Pkway
E Syracuse, NY 13057
|
22.14%
|
P
|
OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.21%
|
A
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.03%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.66%
|
B
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.88%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
12.17%
|
C
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.06%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.04%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.47%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.26%
|
C
|
Equitable Life For Sep Acct 65
Ins Co on behalf of Various
Expediter 401K Plans
|
1290 Avenue of the Americas
New York, NY 10104-0101
|
6.90%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.52%
|
N
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
19.57%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.64%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.25%
|
Y
|
LPL Financial – Omnibus Customer Account
|
Attn: Lindsay O’Toole
9785 Towne Centre Dr.
San Diego CA 92121
|
9.75%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.89%
|
Y
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
5.79%
|
Y
|
Great-West Trust Company LLC
FBO Career Education Corp 401k
|
CO Fascore LLC
8515 E Orchard Rd # 2T2
Greenwood Village CO 80111-5002
|
5.27%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
99.49%
|
I
|
OPPENHEIMER INTERNATIONAL GROWTH FUND
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.56%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.02%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.36%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
8.24%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
15.62%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.29%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.06%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.25%
|
C
|
ING Life Ins & Annuity Comp
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
14.84%
|
N
|
State Street Bank & Trustee
FBO ADP Access Product
|
1 Lincoln St
Boston MA 02111-2901
|
11.46%
|
N
|
Hartford Life Insurance Co
Seperate Account 457
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
10.94%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.64%
|
N
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
18.52%
|
Y
|
Oppenheimer International Diversified Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
12.18%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.10%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.92%
|
Y
|
Co-Op Retirement Plan Trust
|
C/O JP Morgan Chase Bank NA
270 Park Ave
New York, NY 10017-2014
|
28.99%
|
I
|
UBATCO & Co
|
FBO College Saving Group
PO Box 82535
Lincoln NE 68501-2535
|
28.99%
|
I
|
SEI Private Trust Company
CO ID 485 Wood Trust ETS
|
1 Freedom Valley Dr
Oaks PA 19456-9989
|
10.18%
|
I
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
10.16%
|
I
|
ING Life Ins & Annuity Comp
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
6.02%
|
I
|
Oppenheimer International Small Company Fund
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.32%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.41%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.81%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
10.97%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.46%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.08%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.25%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
6.61%
|
C
|
AUL American Group Ret Annuity
|
Attn: Separate Accounts
PO Box 368
Indianapolis IN 46206-0368
|
15.46%
|
N
|
Oppenheimer International Diversified Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
59.85%
|
Y
|
Oppenheimer Portfolio Series Active Allocation
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
9.54%
|
Y
|
Oppenheimer Portfolio Series Equity Investor Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
6.71%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
88.92%
|
I
|
TD Ameritrade Trust Company
|
PO Box 17748
Denver CO 80217-0748
|
7.18%
|
I
|
Oppenheimer International Value Fund
|
Unified Fund Services Inc
|
Attn Recon
2960 N Meridian St # 300
Indianapolis IN 46208-4715
|
8.31%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.22%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.49%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.48%
|
C
|
Oppenheimer International Diversified Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
33.39%
|
Y
|
Oppenheimer Portfolio Series Active Allocation
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
27.45%
|
Y
|
Oppenheimer Portfolio Series Equity Investor Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
19.46%
|
Y
|
Oppenheimer Portfolio Series Moderate Investor
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
11.68%
|
Y
|
Oppenheimer Portfolio Series Active Allocation Tact Comp
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
5.60%
|
Y
|
OPPENHEIMER LIMITED TERM CALIFORNIA MUNICIPAL FUND
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
17.82%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
9.26%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
8.93%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.75%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.31%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
30.03%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.69%
|
B
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.53%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.23%
|
B
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
7.51%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
5.30%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
28.17%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
17.59%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
10.17%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.60%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
55.31%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
17.87%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.46%
|
Y
|
OPPENHEIMER MASTER INTERNATIONAL VALUE FUND LLC
|
Oppenheimer International Diversified Fund LLC
|
C/O Amy Sullivan
6803 S. Tucson Way
Englewood, CO 80112
|
99.98%
|
A
|
OPPENHEIMER MONEY MARKET FUND, INC.
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
27.37%
|
Y
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
26.35%
|
Y
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
20.36%
|
Y
|
OFI Private Investments
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
9.06%
|
Y
|
OPPENHEIMER MUNICIPAL TRUST-OPPENHEIMER NEW JERSEY MUNICIPAL FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.19%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.02%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.77%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.64%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.18%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
22.58%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.47%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.37%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
22.76%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
19.74%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.13%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.75%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.49%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
29.64%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
26.08%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
19.38%
|
Y
|
Strafe & Co
FBO Arthur P. Steinmetz
|
P.O. Box 6924
Newark, DE 19714-6924
|
12.76%
|
Y
|
OPPENHEIMER MUNICIPAL TRUST-OPPENHEIMER PENNSYLVANIA MUNICIPAL FUND
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
14.93%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
12.06%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.44%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
5.20%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.17%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
25.09%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
11.58%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
9.16%
|
B
|
Omnibus BIN
Janney Montgomery Scott LLC
Exclusive Benefit of Customers
|
1717 Arch Street
Philadelphia, PA 19103-2713
|
6.07%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
21.65%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
13.15%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
10.02%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
9.15%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.97%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
37.00%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
22.56%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
17.64%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.85%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.57%
|
Y
|
Omnibus BIN
Janney Montgomery Scott LLC
Exclusive Benefit of Customers
|
1717 Arch Street
Philadelphia, PA 19103-2713
|
5.54%
|
Y
|
OPPENHEIMER MUNICIPAL TRUST-OPPENHEIMER ROCHESTER NATIONAL MUNICIPALS
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.51%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.92%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
9.36%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.87%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.70%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.13%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.56%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
21.34%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
11.09%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.07%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.79%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.51%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.98%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
14.89%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
14.86%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
11.59%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.98%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.79%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.12%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
34.50%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
22.96%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
15.76%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.46%
|
Y
|
OPPENHEIMER MUNICIPAL FUND-OPPENHEIMER ROCHESTER LIMITED TERM MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
14.08%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.25%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.01%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.52%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.23%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#974E0
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.47%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
25.16%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
20.84%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.74%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.43%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
16.54%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#974E0
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
16.37%
|
C
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
10.84%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
7.96%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.72%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.08%
|
C
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
5.02%
|
C
|
Merrill Lynch Pierce Fenner & Smith Inc
|
4800 Lake Dr E Fl 3
Jacksonville, FL 32246-6484
|
29.11%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
28.59%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
13.86%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
6.97%
|
Y
|
OPPENHEIMER PORTFOLIO SERIES-OPPENHEIMER ACTIVE ALLOCATION FUND
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#974E0
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.00%
|
N
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
54.36%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
12.33%
|
Y
|
OFI Trust Company Tr
Deferred Compensation Plan
|
Attn Patricia Casey
OFI Trust Co 2 World Financial
225 Liberty St
New York, NY 10281-1008
|
8.95%
|
Y
|
OPPENHEIMER PORTFOLIO SERIES-OPPENHEIMER CONSERVATIVE INVESTOR FUND
|
Frontier Trust Company FBO
Badlands Power Fuels LLC
401(K) Plan
|
P.O. Box 10758
Fargo, ND 58106-0758
|
31.93%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
17.75%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.69%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
8.80%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
8.27%
|
Y
|
RPSS TR IRA
FBO Marilou Visser
|
3074 S Macon Cir
Aurora CO 80114-3055
|
7.82%
|
Y
|
OPPENHEIMER PORTFOLIO SERIES-OPPENHEIMER EQUITY INVESTOR FUND
|
Frontier Trust Company FBO
Badlands Power Fuels LLC
401(K) Plan
|
P.O. Box 10758
Fargo, ND 58106-0758
|
7.79%
|
N
|
OFI Trust Company Tr
Deferred Compensation Plan
|
Attn Patricia Casey
OFI Trust Co 2 World Financial
225 Liberty St
New York, NY 10281-1008
|
35.26%
|
Y
|
Frontier Trust Company FBO
Badlands Power Fuels LLC
401(K) Plan
|
P.O. Box 10758
Fargo, ND 58106-0758
|
21.94%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
18.28%
|
Y
|
State Street Bank & Trust TR
ADP Daily Valuation
|
200 Newport Avenue EXT #JQ7
North Quincy MA 02171-2102
|
5.50%
|
Y
|
Nationwide Trust Company FSB
|
C/O IPO Portfolio Accounting
Po Box 2600
Valley Forge PA 19482-2600
|
5.07%
|
Y
|
OPPENHEIMER PORTFOLIO SERIES-OPPENHEIMER MODERATE INVESTOR FUND
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.32%
|
N
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
39.84%
|
Y
|
Frontier Trust Company FBO
Badlands Power Fuels LLC
401(K) Plan
|
P.O. Box 10758
Fargo, ND 58106-0758
|
18.25%
|
Y
|
MG Trust Company Cust FBO
Century 21 Department Stores
|
700 17
th
Street
Suite 300
Denver CO 80202
|
13.38%
|
Y
|
Mid Atlantic Trust Company FBO
Waldan Paper Services Inc 401 Plan and Trust
|
1251 Waterfront Pl STE 525
Pittsburgh PA 15222-4228
|
7.34%
|
Y
|
OPPENHEIMER SMALL- & MID-CAP VALUE FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.35%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.04%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.15%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
15.55%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
6.22%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.95%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.54%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.07%
|
C
|
Hartford Life Insurance Co
Seperate Account 457
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
11.47%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.62%
|
N
|
Hartford Securities Dist Co Inc
FBO PRG
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
5.15%
|
N
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
24.81%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
23.81%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
11.60%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.28%
|
Y
|
OFI Trust Company Tr
Deferred Compensation Plan
|
Attn Patricia Casey
OFI Trust Co 2 World Financial
225 Liberty St
New York, NY 10281-1008
|
6.34%
|
Y
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
58.38%
|
I
|
ING Life Ins & Annuity Comp
|
Attn: Fund Operations
1 Orange Way
Windsor CT 06095-4773
|
41.60%
|
I
|
OPPENEHEIMER REAL ESTATE FUND
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
10.67%
|
A
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
8.06%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
7.35%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.57%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.52%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
7.21%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.32%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.09%
|
C
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
5.47%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.44%
|
C
|
Hartford Life Insurance Co
Seperate Account 457
|
Attn UIT Operations
Po Box 2999
Hartford CT 06104-2999
|
39.10%
|
N
|
Mass Mutual Life Insurance Co
Separate Investment Acct
|
1295 State St MIP C105
Springfield MA 01111-0001
|
31.77%
|
Y
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
19.73%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
6.06%
|
Y
|
Oppenheimer Portfolio Series Moderate Investor
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
5.36%
|
Y
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
80.50%
|
I
|
Diversified Alternative Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
19.42%
|
I
|
OPPENHEIMER RISING DIVIDENDS FUND
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
12.08%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.97%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.05%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
15.52%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.09%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn#97CL1
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.45%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.19%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn#97HY0
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
15.48%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.87%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.80%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.10%
|
N
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
46.39%
|
Y
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
31.73%
|
Y
|
SEI Private Trust Company
FBO Edward Jones
|
Attn Mutual Funds Admin
1 Freedom Valley Dr
Oaks PA 19456-9989
|
66.93%
|
I
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
32.97%
|
I
|
OPPENHEIMER ROCHESTER AMT-FREE NEW YORK MUNICIPAL FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
14.37%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.65%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.63%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.10%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.71%
|
A
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
5.48%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.11%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
21.44%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#97A90
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
11.29%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
8.85%
|
B
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
5.61%
|
B
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.33%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.05%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/#97A90
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
19.83%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
16.94%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
11.65%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
11.59%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.75%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
41.02%
|
Y
|
Merrill Lynch Pierce Fenner & Smith Inc
|
4800 Lake Dr E Fl 3
Jacksonville, FL 32246-6484
|
36.82%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.60%
|
Y
|
OPPENHEIMER ROCHESTER ARIZONA MUNICIPAL FUND
|
Name
|
Address
|
% Owned
|
Share Class
|
Edward D Jones & Co
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
49.65%
|
A
|
First Clearing LLC
|
2801 Market Street
St Louis MO 63103
|
8.99%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.13%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
37.91%
|
B
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
22.31%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
16.55%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
12.83%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
29.36%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
21.16%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
19.71%
|
C
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
8.57%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
46.17%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
29.95%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
22.98%
|
Y
|
OPPENHEIMER ROCHESTER MARYLAND MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
22.75%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.79%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.47%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.47%
|
A
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
5.05%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
30.70%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
16.02%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
12.38%
|
B
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
7.88%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.90%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
42.58%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.82%
|
C
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
8.96%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.22%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.79%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
47.54%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
30.14%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
20.85%
|
Y
|
OPPENHEIMER ROCHESTER MASSACHUSETTS MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
18.89%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
13.99%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.81%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.28%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
25.39%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
/#97HF2
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
11.84%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.40%
|
B
|
American Enterprise Inv Svcs
AC 2093-1587
|
707 2nd Avenue South
Minneapolis MN 55402
|
6.68%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
5.91%
|
B
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.37%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
/#97HF2
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
32.54%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
15.06%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
13.15%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
8.63%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.52%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
61.71%
|
Y
|
Omnibus Bin
Janney Montgomery Scott LLC
Exclusive Benefit of Customers
|
1717 Arch Street
Philadelphia PA 19103-2713
|
11.27%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.27%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.82%
|
Y
|
OPPENHEIMER ROCHESTER MICHIGAN MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
42.79%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.43%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.47%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.44%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
42.52%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
/#97HF2
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
19.57%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
5.96%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
24.62%
|
C
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
11.20%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
/#97HF2
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.54%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
8.51%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.83%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.21%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
39.06%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
37.25%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.01%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.54%
|
Y
|
OPPENHEIMER ROCHESTER MINNESOTA MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
52.04%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.61%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
60.32%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.78%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
27.56%
|
C
|
Stifel Nicolaus & Co Inc
Exclusive Benefit of Customers
|
501 N Broadway
St Louis MO 36102
|
12.24%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.93%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
6.27%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
61.23%
|
Y
|
UMBSC & Co
FBO ISM Tax Free Fund
|
MailStop# 1010405
PO Box 419260
Kansas City MO 64141-6260
|
18.66%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
6.61%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.40%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.37%
|
Y
|
OPPENHEIMER ROCHESTER NORTH CAROLINA MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
31.21%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.63%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.14%
|
A
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
6.47%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
6.18%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.91%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
70.16%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
14.18%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
21.05%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
16.61%
|
C
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
16.05%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.91%
|
C
|
Morgan Stanley DW
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza Two 2nd Floor
Jersey City NJ 07311
|
8.18%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
41.84%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
16.61%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
14.53%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
9.81%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.40%
|
Y
|
OPPENHEIMER ROCHESTER OHIO MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
20.46%
|
A
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
13.94%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
8.13%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.76%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.24%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.18%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
23.42%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
21.65%
|
B
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
13.13%
|
B
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
10.11%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
6.44%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
17.16%
|
C
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
13.94%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.37%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.89%
|
C
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
9.03%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.61%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.43%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
66.75%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
22.97%
|
Y
|
OPPENHEIMER ROCHESTER VIRIGINIA MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
27.50%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
14.02%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
11.51%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
11.17%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
5.48%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
52.52%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
26.82%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
18.19%
|
C
|
Edward D Jones & Co
|
Attn Mutual Fund
Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
16.18%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.54%
|
C
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
11.47%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.49%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
38.53%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.54%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
18.52%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.86%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.26%
|
Y
|
OPPENHEIMER ROCHESTER FUND MUNICIPALS
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
14.17%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
10.79%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
10.20%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.35%
|
A
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
8.22%
|
A
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.65%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.62%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
19.80%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
13.75%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.86%
|
B
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
7.86%
|
B
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.76%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
17.34%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.55%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
12.70%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.71%
|
C
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
7.86%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
5.38%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.17%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
26.42%
|
Y
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
25.67%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
16.34%
|
Y
|
LPL Financial – Omnibus Customer Account –
|
Attn: Lindsay O’Toole
9785 Towne Centre Dr.
San Diego CA 92121
|
9.06%
|
Y
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.75%
|
Y
|
OPPENHEIMER SELECT VALUE FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
9.03%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.36%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.09%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.60%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.21%
|
C
|
Frontier Trust Company
FBO T & B Sports Inc.
PS Plan
|
PO Box 10758
Fargo ND 58106-0758
|
5.87%
|
N
|
Hartford Securities Dist Co Inc.
FBO PRG
|
Attn UIT Operations
PO Box 2999
Hartford CT 06104
|
5.40%
|
N
|
Frontier Trust Company
FBO Provident Equity Partners LLC
|
PO Box 10758
Fargo ND 58106-0758
|
35.30%
|
Y
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
15.06%
|
Y
|
LPL Financial – Omnibus Customer Account –
|
Attn: Lindsay O’Toole
9785 Towne Centre Dr.
San Diego CA 92121
|
12.03%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.15%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
6.23%
|
Y
|
John Murphy Tr
Kathleen R Murphy 2011 Irrevocable Trust
|
PO Box 2054
Cotuit MA 02635-2054
|
5.61%
|
Y
|
OPPENHEIMER SERIES FUND, INC., on behalf of Oppenheimer Value Fund
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.80%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.01%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
7.89%
|
C
|
Oppenheimer Portfolio Series Active Allocation
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
29.37%
|
Y
|
Oppenheimer Portfolio Series Moderate Investor
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
19.27%
|
Y
|
Oppenheimer Portfolio Series Equity Investor Fund
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
10.75%
|
Y
|
Oppenheimer Portfolio Series Active Allocation Tact Comp
|
Attn: FPA Trade Settle (2-FA)
6803 S Tucson Way
Centennial CO 80112-3924
|
7.02%
|
Y
|
OppenheimerFunds, Inc.
|
C/O Kristie Feinberg Bldg 2
6803 S Tucson Way
Centennial CO 80112-3924
|
99.99%
|
I
|
OPPENHEIMER SMALL- & MID-CAP GROWTH FUND
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.13%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
13.70%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.55%
|
C
|
State Street Bank & Trustee
FBO ADP Access Product
|
1 Lincoln St
Boston MA 02111-2901
|
14.63%
|
N
|
Hartford Securities Dist Co Inc.
FBO PRG
|
Attn UIT Operations
PO Box 2999
Hartford CT 06104
|
7.06%
|
N
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
39.84%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.85%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
10.00%
|
Y
|
Nationwide Trust Company FSB
|
C/O IPO Portfolio Accounting
PO Box 182029
Columbus OH 43218-2029
|
8.19%
|
Y
|
OFI Global Asset Management, Inc.
C/O Kristie Feinberg Bldg 2
|
6803 S Tucson Way
Centennial CO 80112-3924
|
100.00%
|
I
|
OPPENHEIMER U.S. GOVERNMENT TRUST
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.54%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.59%
|
B
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
7.68%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
5.68%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.09%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
5.37%
|
C
|
Taynik & Co
|
1200 Crown Colony Drive
Quincy MA 02169-0938
|
32.08%
|
Y
|
State Street Bank & Trustee
FBO ADP Access Product
|
1 Lincoln St
Boston MA 02111-2901
|
22.65%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
11.32%
|
Y
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.12%
|
Y
|
Orchard Trust Co TTEE
Employee Benefits Clients
|
8515 E Orchard Rd # 2T2
Greenwood Village CO 80111-5002
|
6.10%
|
Y
|
ROCHESTER PORTFOLIO SERIES, on behalf of Oppenheimer Rochester Limited Term New York Municipal Fund
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
16.72%
|
A
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
9.83%
|
A
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
9.73%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
9.43%
|
A
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
8.68%
|
A
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.65%
|
A
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.39%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
23.78%
|
B
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
8.72%
|
B
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
7.16%
|
B
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
5.28%
|
B
|
MLPF&S For The Sole Benefit
Of Its Customers
|
Attn Fund Admn
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
21.78%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
14.08%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
12.88%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.62%
|
C
|
Charles Schwab & Co. Inc
Special Custody Account for the Exclusive Benefit of Customers
|
Attn Mutual Funds
101 Montgomery St
San Francisco CA 94104-4122
|
9.12%
|
C
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.01%
|
C
|
Morgan Stanley & Co
|
Attn Mutual Funds Operations
Harborside Financial Center
Plaza II 3rd Floor
Jersey City NJ 07311
|
28.63%
|
Y
|
Merrill Lynch Pierce Fenner & Smith Inc
|
Attn Fund Admn/
4800 Deer Lake Dr E Fl 3
Jacksonville FL 32246-6484
|
25.28%
|
Y
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
22.38%
|
Y
|
National Financial Services LLC
For Exclusive Ben of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
10.98%
|
Y
|
OPPENHEIMER ROCHESTER INTERMEDIATE TERM MUNICIPAL FUND
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
40.48%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
8.55%
|
A
|
TD Ameritrade Inc FBO Our Customers
|
P.O. Box 2226
Omaha, NE 68103-2226
|
6.06%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
5.30%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
22.40%
|
C
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
16.27%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
6.79%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
22.10%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
17.88%
|
Y
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
17.40%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
15.47%
|
Y
|
Mark J Ferro & Dolores Ferro JT TEN WROS NOT TC
|
104 Beach 221 St
Breezy Point NY 11697-1524
|
7.60%
|
Y
|
OPPENHEIMER ROCHESTER SHORT TERM MUNICIPAL FUND
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
16.90%
|
A
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
10.41%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
10.29%
|
A
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
10.13%
|
A
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
8.20%
|
A
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
19.71%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
13.18%
|
C
|
Edward D Jones & Co
|
Attn Mutual Fund Shareholder Accounting
201 Progress Pkwy
Maryland Hts MO 63043-3009
|
9.79%
|
C
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
9.36%
|
C
|
UBS WM USA
Omni Account M/F
|
Attn: Department Manager
499 Washington Blvd Fl 9
Jersey City NJ 07310-2055
|
7.29%
|
C
|
Raymond James
Omnibus for Mutual Funds
House Acct Firm
|
Attn: Courtney Waller
880 Carillon Parkway
St Petersburg FL 33716
|
5.29%
|
C
|
First Clearing LLC
Special Custody Acct For The
Exclusive
Benefit Of Customer
|
2801 Market Street
St Louis MO 63103
|
40.33%
|
Y
|
Pershing LLC
|
1 Pershing Plaza
Jersey City NJ 07399-0001
|
16.22%
|
Y
|
LPL Financial
Omnibus Customer Account
|
Attn: Lindsay OToole
9785 Towne Centre Dr
San Diego, CA 92121
|
13.70%
|
Y
|
National Financial Services LLC
For Exclusive Ben Of Customers
|
200 Liberty Street
One World Financial Center
Attn: Mutual Funds 5th Floor
New York NY 10281-1003
|
12.61%
|
Y
|
|
|
|
OPPENHEIMERFUNDS
OPPENHEIMER GOLD & SPECIAL
MINERALS FUND