AMENDED AND RESTATED


                             DECLARATION OF TRUST

                                      OF

                            OPPENHEIMER MIDCAP FUND



      This  DECLARATION  OF TRUST,  made as of the 18th day of June,  1997, by
and among the individuals executing this Declaration of Trust as the
Trustees, and amended and restated the 5th day of February, 2001, and amended
and restated this 5th day of December, 2002.

      WHEREAS, the Trustees have previously established a trust fund under
the laws of the Commonwealth of Massachusetts, for the investment and
reinvestment of funds contributed thereto;

      WHEREAS, the Trustees desire to execute this Amended and Restated
Declaration of Trust ("Declaration of Trust");

      NOW, THEREFORE, the Trustees declare that all money and property
contributed to the trust fund thereunder shall be held and managed under this
Declaration of Trust in trust as herein set forth below.

      FIRST: This Trust shall be known as OPPENHEIMER MIDCAP FUND.  The
address of Oppenheimer MidCap Fund is 6803 South Tucson Way, Centennial,
Colorado 80112.  The Registered Agent for Service is CT Corporation System,
101 Federal Street, Boston, MA  02110.


      SECOND: Whenever used herein, unless otherwise required by the context
or specifically provided:


      1.    All terms used in this Declaration of Trust that are defined in
the 1940 Act (defined below) shall have the meanings given to them in the
1940 Act.

      2.    "Board" or "Board of Trustees" or the "Trustees" means the Board
of Trustees of the Trust.

      3.    "By-Laws" means the By-Laws of the Trust as amended from time to
time.

      4.    "Class" means a class of a series of shares of the Trust
established and designated under or in accordance with the provisions of
Article FOURTH.

      5.    "Commission" means the Securities and Exchange Commission.

      6.   "Declaration  of Trust" shall mean this  Declaration of Trust as it
may be amended or restated from time to time.

      7.    The "1940 Act" refers to the Investment Company Act of 1940 and
the Rules and Regulations of the Commission thereunder, all as amended from
time to time.

      8.    "Series" refers to series of shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.

      9.    "Shareholder" means a record owner of Shares of the Trust.

      10.   "Shares" refers to the transferable units of interest into which
the beneficial interest in the Trust or any Series or Class of the Trust (as
the context may require) shall be divided from time to time and includes
fractions of Shares as well as whole Shares.

      11.   The "Trust" refers to the Massachusetts business trust created by
this Declaration of Trust, as amended or restated from time to time.

      12.   "Trustees" refers to the individual trustees in their capacity as
trustees hereunder of the Trust and their successor or successors for the
time being in office as such trustees.


      THIRD:  The purpose or purposes for which the Trust is formed and the
business or objects to be transacted, carried on and promoted by it are as
follows:


      1.    To hold, invest or reinvest its funds, and in connection
therewith to hold part or all of its funds in cash, and to purchase or
otherwise acquire, hold for investment or otherwise, sell, sell short,
assign, negotiate, transfer, exchange or otherwise dispose of or turn to
account or realize upon, securities (which term "securities" shall for the
purposes of this Declaration of Trust, without limitation of the generality
thereof, be deemed to include any stocks, shares, bonds, financial futures
contracts, indexes, debentures, notes, mortgages or other obligations, and
any certificates, receipts, warrants or other instruments representing rights
to receive, purchase or subscribe for the same, or evidencing or representing
any other rights or interests therein, or in any property or assets) created
or issued by any issuer (which term "issuer" shall for the purposes of this
Declaration of Trust, without limitation of the generality thereof, be deemed
to include any persons, firms, associations, corporations, syndicates,
business trusts, partnerships, investment companies, combinations,
organizations, governments, or subdivisions thereof) and in financial
instruments (whether they are considered as securities or commodities); and
to exercise, as owner or holder of any securities or financial instruments,
all rights, powers and privileges in respect thereof; and to do any and all
acts and things for the preservation, protection, improvement and enhancement
in value of any or all such securities or financial instruments.

      2.    To borrow money and pledge assets in connection with any of the
objects or purposes of the Trust, and to issue notes or other obligations
evidencing such borrowings, to the extent permitted by the 1940 Act and by
the Trust's fundamental investment policies under the 1940 Act.

      3.    To issue and sell its Shares in such Series and Classes and
amounts and on such terms and conditions, for such purposes and for such
amount or kind of consideration (including without limitation thereto,
securities) now or hereafter permitted by the laws of the Commonwealth of
Massachusetts and by this Declaration of Trust, as the Trustees may determine.

      4.    To purchase or otherwise acquire, hold, dispose of, resell,
transfer, reissue, redeem or cancel its Shares, or to classify or reclassify
any unissued Shares or any Shares previously issued and reacquired of any
Series or Class into one or more Series or Classes that may have been
established and designated from time to time, all without the vote or consent
of the Shareholders of the Trust, in any manner and to the extent now or
hereafter permitted by this Declaration of Trust.

      5.    To conduct its business in all its branches at one or more
offices in New York, Colorado and elsewhere in any part of the world, without
restriction or limit as to extent.

      6.    To carry out all or any of the foregoing objects and purposes as
principal or agent, and alone or with associates or to the extent now or
hereafter permitted by the laws of Massachusetts, as a member of, or as the
owner or holder of any stock of, or share of interest in, any issuer, and in
connection therewith or make or enter into such deeds or contracts with any
issuers and to do such acts and things and to exercise such powers, as a
natural person could lawfully make, enter into, do or exercise.

      7.    To do any and all such further acts and things and to exercise
any and all such further powers as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of all or any of the foregoing purposes or objects.

            The foregoing objects and purposes shall, except as otherwise
expressly provided, be in no way limited or restricted by reference to, or
inference from, the terms of any other clause of this or any other Article of
this Declaration of Trust, and shall each be regarded as independent and
construed as powers as well as objects and purposes, and the enumeration of
specific purposes, objects and powers shall not be construed to limit or
restrict in any manner the meaning of general terms or the general powers of
the Trust now or hereafter conferred by the laws of the Commonwealth of
Massachusetts nor shall the expression of one thing be deemed to exclude
another, though it be of at similar or dissimilar nature, not expressed;
provided, however, that the Trust shall not carry on any business, or
exercise any powers, in any state, territory, district or country except to
the extent that the same may lawfully be carried on or exercised under the
laws thereof.


      FOURTH:


      1.    The beneficial interest in the Trust shall be divided into
Shares, all with par value of $0.001 per share, but the Trustees shall have
the authority from time to time, without obtaining shareholder approval, to
create one or more Series of Shares in addition to the Series specifically
established and designated in part 3 of this Article FOURTH, and to divide
the shares of any Series into three or more Classes pursuant to part 2 of
this Article FOURTH, all as they deem necessary or desirable, to establish
and designate such Series and Classes, and to fix and determine the relative
rights and preferences as between the different Series of Shares or Classes
as to right of redemption and the price, terms and manner of redemption,
liabilities and expenses to be borne by any Series or Class, special and
relative rights as to dividends and other distributions and on liquidation,
sinking or purchase fund provisions, conversion on liquidation, conversion
rights, and conditions under which the several Series or Classes shall have
individual voting rights or no voting rights. Except as aforesaid, all Shares
of the different Series shall be identical.

            (a)   The number of authorized Shares and the number of Shares of
each Series and each Class of a Series that may be issued is unlimited, and
the Trustees may issue Shares of any Series or Class of any Series for such
consideration and on such terms as they may determine (or for no
consideration if pursuant to a Share dividend or split-up), all without
action (or approval of the Shareholders. All Shares when so issued on the
terms determined by the Trustees shall be fully paid and non-assessable. The
Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any Series into one or more Series or
Classes of Series that may be established and designated from time to time.
The Trustees may hold as treasury Shares (of the same or some other Series),
reissue for such consideration and on such terms as they may determine, or
cancel, at their discretion from time to time, any Shares of any Series
reacquired by the Trust.

            (b)   The establishment and designation of any Series or any
Class of any Series in addition to that established and designated in part 3
of this Article FOURTH shall be effective upon the execution by a majority of
the Trustees of an instrument setting forth such establishment and
designation and the relative rights and preferences of such Series or such
Class of such Series or as otherwise provided in such instrument. At any time
that there are no Shares outstanding of any particular Class or Series
previously established and designated, the Trustees may by an instrument
executed by a majority of their number abolish that Class or Series and the
establishment and designation thereof. Each instrument referred to in this
paragraph shall be an amendment to this Declaration of Trust, and the
Trustees may make any such amendment without shareholder approval.

            (c)   Any Trustee, officer or other agent of the Trust, and any
organization in which any such person is interested may acquire, own, hold
and dispose of Shares of any Series or Class of any Series of the Trust to
the same extent as if such person were not a Trustee, officer or other agent
of the Trust; and the Trust may issue and sell or cause to be issued and sold
and may purchase Shares of any Series or Class of any Series from any such
person or  organization; such organization subject only to the general
limitations, restrictions or other provisions applicable to the sale or
purchase of Shares of such Series or Class generally.

      2.    The Trustees shall have the authority from time to time, without
obtaining shareholder approval, to divide the Shares of any Series such Class
or Classes as they deem necessary or desirable, and to establish and
designate such Classes. In such event, each Class of a Series shall represent
interests in the designated Series of the Trust and have such voting,
dividend, liquidation and other rights as may be established and designated
by the Trustees.  Expenses and liabilities related directly or indirectly to
the Shares of a Class of a Series may be borne solely by such Class (as shall
be determined by the Trustees) and, as provided in Article FIFTH, a Class of
a Series may have exclusive voting rights with respect to matters relating
solely to such Class.  The bearing of expenses and liabilities solely by a
Class of Shares of a Series shall be appropriately reflected (in the manner
determined by the Trustees) in the net asset value, dividend and liquidation
rights of the Shares of such Class of a Series.  The division of the Shares
of a Series into Classes and the terms and conditions pursuant to which the
Shares of the Classes of a Series will be issued must be made in compliance
with the 1940 Act.  No division of Shares of a Series into Classes shall
result in the creation of a Class of Shares having a preference as to
dividends or distributions or a preference in the event of any liquidation,
termination or winding up of the Trust, to the extent such a preference is
prohibited by Section 18 of the 1940 Act as to the Trust.

      The relative rights and preferences of Class A shares, Class B shares,
Class C shares, Class N shares and Class Y shares shall be the same in all
respects except that, and unless and until the Board of Trustees shall
determine otherwise:  (i) when a vote of Shareholders is required under this
Declaration of Trust or when a meeting of Shareholders is called by the Board
of Trustees, the Shares of a Class shall vote exclusively on matters that
affect that Class only; (ii) the expenses and liabilities related to a Class
shall be borne solely by such Class (as determined and allocated to such
Class by the Trustees from time to time in a manner consistent with parts 2
and 3 of Article FOURTH); and (iii) pursuant to paragraph 10 of Article
NINTH, the Shares of each Class shall have such other rights and preferences
as are set forth from time to time in the then effective prospectus and/or
statement of additional information relating to the Shares.  Dividends and
distributions on any one Class of shares may differ from the dividends and
distributions on any other Class, and the net asset value of any one Class of
shares may differ from the net asset value of any other such Class.

      3.    Without limiting the authority of the Trustees set forth in part
1 of this Article FOURTH to establish and designate any further Series, the
Trustees hereby establish one Series of Shares having the same name as the
Trust, and said Shares shall be divided into five Classes, which shall be
designated Class A, Class B, Class C, Class N and Class Y.  The Shares of
that Series and any Shares of any further Series or Classes that may from
time to time be established and designated by the Trustees shall (unless the
Trustees otherwise determine with respect to some further Series or Classes
at the time of establishing and designating the same) have the following
relative rights and preferences:

            (a)   Assets Belonging to Series and Classes.  All consideration
received by the Trust for the issue or sale of Shares of a particular Series
or any Class thereof, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to that
Series or Class thereof for all purposes, subject only to the rights of
creditors, and shall be so recorded upon the books of account of the Trust.
Such consideration, assets, income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds, in whatever form the same may be, together with any General Items
allocated to that Series or Class as provided in the following sentence, are
herein referred to as "assets belonging to" that Series or Class and are
allocable to such Series or Class thereof. In the event that there are any
assets, income, earnings, profits, and proceeds thereof, funds, or payments
which are not readily identifiable as belonging to any particular Series or
Class (collectively "General Items"), the Trustees shall allocate such
General Items to and among any one or more of the Series or Classes
established and designated from time to time in such manner and on such basis
as they, in their sole discretion, deem fair and equitable; and any General
Items so allocated to a particular Series or Class shall belong to that
Series or Class. Each such allocation by the Trustees shall be conclusive and
binding upon the shareholders of all Series and Classes for all purposes.

            (b)   (1)   Liabilities Belonging to Series.  The liabilities,
expenses, costs, charges and reserves attributable to each Series shall be
charged and allocated to the assets belonging to each particular Series. Any
general liabilities, expenses, costs, charges and reserves of the Trust which
are not identifiable as belonging to any particular Series shall be allocated
and charged by the Trustees to and among any one or more of the Series
established and designated from time to time in such manner and on such basis
as the Trustees in their sole discretion deem fair and equitable. The
liabilities, expenses, costs, charges and reserves allocated and so charged
to each Series are herein referred to as "liabilities belonging to" that
Series. Each allocation of liabilities, expenses, costs, charges and reserves
by the Trustees shall be conclusive and binding upon the shareholders of all
Series for all purposes.

                  (2)   Liabilities Belonging to a Class.  If a Series is
divided into more than one Class, the liabilities, expenses, costs, charges
and reserves attributable to a Class shall be charged and allocated to the
Class to which such liabilities, expenses, costs, charges or reserves are
attributable.  Any general liabilities, expenses, costs, charges or reserves
belonging to the Series that are not identifiable as belonging to any
particular Class shall be allocated and charged by the Trustees to and among
any one or more of the Classes of that Series established and designated from
time to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable. The liabilities, expenses, costs, charges
and reserves allocated and so charged to each Class are herein referred to as
"liabilities belonging to" that Class. Each allocation of liabilities,
expenses, costs, charges and reserves by the Trustees shall be conclusive and
binding upon the holders of all Classes for all purposes.

            (c)   Dividends.  Dividends and distributions on Shares of a
particular Series or Class may be paid to the holders of Shares of that
Series or Class, with such frequency as the Trustees may determine, which may
be daily or otherwise pursuant to a standing resolution or resolutions
adopted only once or with such frequency as the Trustees may determine, from
such of the income, capital gains accrued or realized, and capital and
surplus, from the assets belonging to that Series, as the Trustees may
determine, after providing for actual and accrued liabilities belonging to
such Series or Class. All dividends and distributions on Shares of a
particular Series or Class shall be distributed pro rata to the Shareholders
of such Series or Class in proportion to the number of Shares of such Series
or Class held by such Shareholders at the date and time of record established
for the payment of such dividends or distributions, except that in connection
with any dividend or distribution program or procedure the Trustees may
determine that no dividend or distribution shall be payable on Shares as to
which the Shareholder's purchase order and/or payment have not been received
by the time or times established by the Trustees under such program or
procedure. Such dividends and distributions may be made in cash or Shares or
a combination thereof as determined by the Trustees or pursuant to any
program that the Trustees may have in effect at the time for the election by
each Shareholder of the mode of the making of such dividend or distribution
to that Shareholder. Any such dividend or distribution paid in Shares will be
paid at the net asset value thereof as determined in accordance with
paragraph 13 of Article SEVENTH.

            (d)   Liquidation.  In the event of the liquidation or
dissolution of the Trust, the Shareholders of each Series and all Classes of
each Series that have been established and designated shall be entitled to
receive, as a Series or Class, when and as declared by the Trustees, the
excess of the assets belonging to that Series over the liabilities belonging
to that Series or Class.  The assets so distributable to the Shareholders of
any particular Class and Series shall be distributed among such Shareholders
in proportion to the number of Shares of such Class of that Series held by
them and recorded on the books of the Trust.

            (e)   Transfer.  All Shares of each particular Series or Class
shall be transferable, but transfers of Shares of a particular Class and
Series will be recorded on the Share transfer records of the Trust applicable
to such Series or Class of that Series only at such times as Shareholders
shall have the right to require the Trust to redeem Shares of such Series or
Class of that Series and at such other times as may be permitted by the
Trustees.

            (f)   Equality.  Each Share of a Series shall represent an equal
proportionate interest in the assets belonging to that Series (subject to the
liabilities belonging to such Series or any Class of that Series), and each
Share of any particular Series shall be equal to each other Share of that
Series and shares of each Class of a Series shall be equal to each other
Share of such Class; but the provisions of this sentence shall not restrict
any distinctions permissible under this Article FOURTH that may exist with
respect to Shares of the different Classes of a Series. The Trustees may from
time to time divide or combine the Shares of any particular Class or Series
into a greater or lesser number of Shares of that Class or Series without
thereby changing the proportionate beneficial interest in the assets
belonging to that Series or allocable to that Class in any way affecting the
rights of Shares of any other Class or Series.

            (g)   Fractions.  Any fractional Share of any Class and Series,
if any such fractional Share is outstanding, shall carry proportionately all
the rights and obligations of a whole Share of that Class and Series,
including those rights and obligations with respect to voting, receipt of
dividends and distributions, redemption of Shares, and liquidation of the
Trust.

            (h)   Conversion Rights.  Subject to compliance with the
requirements of the 1940 Act, the Trustees shall have the authority to
provide that (i) holders of Shares of any Series shall have the right to
exchange said Shares into Shares of one or more other Series of Shares, (ii)
holders of Shares of any Class shall have the right to exchange said Shares
into Shares of one or more other Classes of the same or a different Series,
(iii) Shares of a Class shall convert into Shares of another Class of the
same Series on such terms and conditions as the Trustees may require, and/or
(iv) the Trust shall have the right to carry out exchanges of the aforesaid
kind, in each case in accordance with such requirements and procedures as may
be established by the Trustees.

            (i)   Ownership of Shares.  The ownership of Shares shall be
recorded on the books of the Trust or of a transfer or similar agent for the
Trust, which books shall be maintained separately for the Shares of each
Class and Series that has been established and designated. No certification
certifying the ownership of Shares need be issued except as the Trustees may
otherwise determine from time to time. The Trustees may make such rules as
they consider appropriate for the issuance of Share certificates, the use of
facsimile signatures, the transfer of Shares and similar matters.  The record
books of the Trust as kept by the Trust or any transfer or similar agent, as
the case may be, shall be conclusive as to who are the Shareholders and as to
the number of Shares of each Class and Series held from time to time by each
such Shareholder.

            (j)   Investments in the Trust.  The Trustees may accept
investments in the Trust from such persons and on such terms and for such
consideration, not inconsistent with the provisions of the 1940 Act, as they
from time to time authorize. The Trustees may authorize any distributor,
principal underwriter, custodian, transfer agent or other person to accept
orders for the purchase or sale of Shares that conform to such authorized
terms and to reject any purchase or sale orders for Shares whether or not
conforming to such authorized terms.

            (k)   Status of Shares and Limitation of Personal Liability.
Shares shall be deemed to be personal property giving only the rights
provided in this instrument.  Every Shareholder by virtue of having become a
Shareholder shall be held to have expressly assented and agreed to the terms
hereof and to have become a party hereto.  The death of a Shareholder during
the continuance of the Trust shall not operate to terminate the Trust nor
entitle the representative of any deceased Shareholder to an accounting or to
take any action in court or elsewhere against the Trust or the Trustees, but
only to the rights of said decedent under this Trust.  Ownership of Shares
shall not entitle the Shareholder to any title in or to the whole or any part
of the Trust property or right to call for a partition or division of the
same or for an accounting, nor shall the ownership of Shares constitute the
Shareholders partners.  Neither the Trust nor the Trustees, nor any officer,
employee or agent of the Trust shall have any power to bind personally any
Shareholder, nor except as specifically provided herein to call upon any
Shareholder for the payment of any sum of money or assessment whatsoever
other than such as the Shareholder may at any time personally agree to pay.

      FIFTH:  The following, provisions are hereby adopted with respect to
voting Shares of the Trust and certain other rights:

      1.    The Shareholders shall have the power to vote (a) for the
election of Trustees when that issue is submitted to them, (b) to the same
extent as the shareholders of a Massachusetts business corporation, as to
whether or not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust or the
Shareholders, provided however, that any Trustee that is not an interested
person of the Trust as defined by the 1940 Act shall be deemed to be
independent and disinterested when making any determination or taking any
action with respect to such court action, proceeding or claim, and (c) with
respect to amendments to the Trust and other matters relating to the Trust
only to the extent required by the 1940 Act or required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any registration
statement of the Trust filed with the Commission or any State, or as the
Trustees may consider desirable.

      2.    The Trust will not hold shareholder meetings unless required by
the 1940 Act, the provisions of this Declaration of Trust, or any other
applicable law. The Trustees may call a meeting of shareholders from time to
time.

      3.    (a)  Except as herein otherwise provided, at all meetings of
Shareholders, each Shareholder shall be entitled to one vote on each matter
submitted to a vote of the Shareholders of the affected Series for each Share
standing in his name on the books of the Trust on the date, fixed in
accordance with the By-Laws, for determination of Shareholders of the
affected Series entitled to vote at such meeting (except, if the Board so
determines, for Shares redeemed prior to the meeting), and each such Series
shall vote separately ("Individual Series Voting"); a Series shall be deemed
to be affected when a vote of the holders of that Series on a matter is
required by the 1940 Act; provided, however, that as to any matter with
respect to which a vote of Shareholders is required by the 1940 Act or by any
applicable law that must be complied with, such requirements as to a vote by
Shareholders shall apply in lieu of Individual Series Voting as described
above. If the Shares of a Series shall be divided into Classes as provided in
Article FOURTH, the Shares of each Class shall have identical voting rights
except that the Trustees, in their discretion, may provide a Class of a
Series with separate voting rights with respect to matters in which the
interests of one Class differ from the interests of any other Class, and with
exclusive voting rights with respect to matters which relate solely to such
Classes. If the Shares of any Series shall be divided into Classes with a
Class having exclusive or separate voting rights with respect to certain
matters, the quorum and voting requirements described below with respect to
action to be taken by the Shareholders of the Class of such Series on such
matters shall be applicable only to the Shares of such Class. Any fractional
Share shall carry proportionately all the rights of a whole Share, including
the right to vote and the right to receive dividends.

      (b)  The presence in person or by proxy of the holders of one-third of
the Shares, or of the Shares of any Series or Class of any Series,
outstanding and entitled to vote thereat shall constitute a quorum at any
meeting of the Shareholders or of that Series or Class, respectively;
provided however, that if any action to be taken by the Shareholders or by a
Series or Class at a meeting requires an affirmative vote of a majority, or
more than a majority, of the shares outstanding and entitled to vote, then in
such event the presence in person or by proxy of the holders of a majority of
the shares outstanding and entitled to vote at such a meeting shall
constitute a quorum for all purposes. At a meeting at which is a quorum is
present, a vote of a majority of the quorum shall be sufficient to transact
all business at the meeting, except as otherwise provided in Article NINTH
and except that a plurality shall elect a Trustee.  If at any meeting of the
Shareholders there shall be less than a quorum present, the Shareholders or
the Trustees present at such meeting may, without further notice, adjourn the
same from time to time until a quorum shall attend, but no business shall be
transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.

      (c)   If at the time any session of a meeting is called to order a
quorum is not present in person or by proxy, the persons named as proxies may
vote those proxies which have been received to adjourn the meeting to a later
date.  In the event that a quorum is present but sufficient votes in favor of
a proposal have not been received, the persons named as proxies may propose
one or more adjournments of the meeting 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
meeting to be adjourned.  The persons named as proxies will vote those
proxies which they are entitled to vote in favor of a proposal in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal against any such adjournment.  Any adjourned session or sessions
may be held within 120 days after the date set for the original meeting
without the necessity of further notice.

      Proxies may be given by or on behalf of a Shareholder orally or in
writing or pursuant to any electronic, telephonic, or mechanical data
gathering process.  A proxy with respect to Shares held in the name of two or
more persons shall be valid if executed by any of them unless at or prior to
exercise of the proxy and the Trust receives a specific written notice to the
contrary from any of them.  A proxy purporting to be executed by or on behalf
of a shareholder shall be deemed valid unless challenged at or prior to its
exercise and the burden of proving invalidity shall rest on the challenger.
Until Shares are issued, the Trustees may exercise all rights of Shareholders
and may take any action required by law, this Declaration of Trust or the
By-Laws to be taken by Shareholders.

      4.    Each Share of each Series or Class thereof that has been
established and designated is subject to redemption or repurchase by the
Trust upon such terms and conditions as may from time to time be determined
by the Trustees and set forth in the then current Prospectus of the Trust.
Upon the Trust's acceptance of a tender for repurchase of Shares by the
holders of the Shares, the holders of the Shares so repurchased shall have no
further right with respect thereto other than to receive payment of such
repurchase price.  The method of computing net asset value, the time at which
such net asset value shall be computed and the time within which the Trust
shall make payment therefor, shall be determined as hereinafter provided in
Article SEVENTH of this Declaration of Trust.  Notwithstanding the foregoing,
the Trustees, when permitted or required to do so by the 1940 Act, may
suspend the right of the Shareholders to require the Trust to repurchase
Shares.

      5.    No Shareholder shall, as such holder, have any right to purchase
or subscribe for any Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may determine.

      6.    All persons who shall acquire Shares shall acquire the same
subject to the provisions of the Declaration of Trust.

      7.    Cumulative voting for the election of Trustees shall not be
allowed.

      8.    (a)   Notwithstanding any other provision of this Declaration of
Trust and subject to the exceptions provided in paragraph (d) of this
paragraph, the types of transactions described in paragraph (c) of this
paragraph shall require the affirmative vote or consent of the holders of not
less than two thirds of the Shares outstanding and entitled to vote when a
Principal Shareholder (as defined in paragraph (b) of this paragraph) is a
party to the transaction.  Such affirmative vote or consent shall be in
addition to the vote or consent of the holders of Shares otherwise required
by law or any agreement between the Trust and any national securities
exchange.

            (b)   The term "Principal Shareholder" shall mean any
corporation, person or other entity which is the beneficial owner, directly
or indirectly, of five percent (5%) or more of the outstanding Shares and
shall include any affiliate or associate, as such terms are defined in clause
(ii) below, of a Principal Shareholder.  For the purposes of this paragraph,
in addition to the Shares which a corporation, person or other entity
beneficially owns directly, (a) any corporation, person or other entity shall
be deemed to be the beneficial owner of any Shares (i) which it has the right
to acquire pursuant to any agreement or upon exercise of conversion rights or
warrants, or otherwise (but excluding share options granted by the Trust) or
(ii) which are beneficially owned, directly or indirectly (including Shares
deemed owned through application of clause (i) above), by any other
corporation, person or entity with which it or its "affiliate" or "associate"
(as defined below) has any agreement, arrangement or understanding for the
purpose of acquiring, holding, voting or disposing of Shares, or which is its
"affiliate", or "associate" as those terms are defined in Rule 12b-2 under
the Securities Exchange Act of 1934, as amended, and (b) the outstanding
Shares shall include Shares deemed owned through application of clauses (i)
and (ii) above but shall not include any other Shares that may be issuable
pursuant to any agreement, or upon exercise of conversion rights or warrants,
or otherwise.

            (c)   This paragraph shall apply to the following transactions:

                  (i)   The merger or consolidation of the Trust or any
subsidiary of the Trust with or into any Principal Shareholder.

                  (ii)  Conversion of the Trust from a closed-end to an
open-end investment company (except that if the Board of Trustees recommends
such conversion, the approval of a majority of the Trust's outstanding voting
shares (as defined in the 1940 Act) shall be sufficient).

                  (iii) The issuance of any securities of the Trust to any
Principal Shareholder (other than the Adviser or the Distributor) for cash.

                  (iv)  The sale, lease or exchange of all or any substantial
part of the assets of the Trust to any Principal Shareholder (except assets
having an aggregate fair market value of less than $1,000,000, aggregating
for the purpose of such computation all assets sold, leased or exchanged in
any series of similar transactions within a twelve-month period).

                  (v)   The sale, lease or exchange to the Trust or any
subsidiary thereof, in exchange for securities of the Trust of any assets of
any Principal Shareholder (except assets having an aggregate fair market
value of less than $1,000,000, aggregating for the purposes of such
computation all assets sold, leased or exchanged in any series of similar
transactions within a twelve-month period).

            (d)   The provisions of this paragraph shall not be applicable to
(i) any of the transactions described in paragraph (c) of this paragraph if
the Board of Trustees of the Trust shall by resolution have approved such
transaction, or (ii) any such transaction with any corporation of which a
majority of the outstanding shares of all classes of stock normally entitled
to vote in elections of directors is owned of record or beneficially by the
Trust and its subsidiaries.

            (e)   The Board of Trustees shall have the power to determine for
the purposes of this paragraph on the basis of information known to the
Trust, whether (i) a corporation, person or entity beneficially owns more
than five percent (5%) of the outstanding Shares, (ii) a corporation, person
or entity is an "affiliate" or "associate" (as defined above) of another,
(iii) the assets being acquired or leased to or by the Trust or any
subsidiary thereof, constitute a substantial part of the assets of the Trust
and have an aggregate fair market value of less than $1,000,000, and (iv) the
memorandum of understanding referred to in paragraph (d) hereof is
substantially consistent with the transaction covered thereby.  Any such
determination shall be conclusive and binding for all purposes of this
paragraph.

      SIXTH:

      1.    The persons who shall act as initial Trustees until the first
meeting or until their successors are duly chosen and qualify are the initial
trustees executing this Declaration of Trust or any counterpart thereof.
However, the By-Laws of the Trust may fix the number of Trustees at a number
greater or lesser than the number of initial Trustees and may authorize the
Trustees to increase or decrease the number of Trustees, to fill any
vacancies on the Board which may occur for any reason including any vacancies
created by any such increase in the number of Trustees, to set and alter the
terms of office of the Trustees and to lengthen or lessen their own terms of
office or make their terms of office of indefinite duration, all subject to
the 1940 Act. Unless otherwise provided by the By-Laws of the Trust, the
Trustees need not be Shareholders.

      2.    A Trustee at any time may be removed either with or without cause
by resolution duly adopted by the affirmative vote of the holders of
two-thirds of the outstanding Shares, present in person or by proxy at any
meeting of Shareholders called for such purpose; such a meeting shall be
called by the Trustees when requested in writing to do so by the record
holders of not less than ten per centum of the outstanding Shares. A Trustee
may also be removed by the Board of Trustees as provided in the By-Laws of
the Trust as amended from time to time.

      3.    The Trustees shall make available a list of names and addresses
of all Shareholders as recorded on the books of the Trust, upon receipt of
the request in writing signed by not less than ten Shareholders (who have
been shareholders for at least six months) holding in the aggregate shares of
the Trust valued at not less than $25,000 at current offering price (as
defined in the then effective Prospectus and/or Statement of Additional
Information relating to the Shares under the Securities Act of 1933, as
amended from time to time) or holding not less than 1% in amount of the
entire amount of Shares issued and outstanding; such request must state that
such Shareholders wish to communicate with other Shareholders with a view to
obtaining signatures to a request for a meeting to take action pursuant to
part 2 of this Article SIXTH and be accompanied by a form of communication to
the Shareholders.  The Trustees may, in their discretion, satisfy their
obligation under this part 3 by either making available the Shareholder list
to such Shareholders at the principal offices of the Trust, or at the offices
of the Trust's transfer agent, during regular business hours, or by mailing a
copy of such communication and form of request, at the expense of such
requesting Shareholders, to all other Shareholders, and the Trustees may also
take such other action as may be permitted under Section 16(c) of the 1940
Act.

      4.    The Trust may at any time or from time to time apply to the
Commission for one or more exemptions from all or part of said Section 16(c)
of the 1940 Act, and, if an exemptive order or orders are issued by the
Commission, such order or orders shall be deemed part of said Section 16(c)
for the purposes of parts 2 and 3 of this Article SIXTH.


      SEVENTH:  The following provisions are hereby adopted for the purpose
of defining, limiting and regulating the powers of the Trust, the Trustees
and the Shareholders.


      1.    As soon as any Trustee is duly elected by the Shareholders or the
Trustees and shall have accepted this Trust, the Trust estate shall vest in
the new Trustee or Trustees, together with the continuing Trustees, without
any further act or conveyance, and he or she shall be deemed a Trustee
hereunder.

      2.    The death, declination, resignation, retirement, removal, or
incapacity of the Trustees, or any one of them, shall not operate to annul or
terminate the Trust but the Trust shall continue in full force and effect
pursuant to the terms of this Declaration of Trust.

      3.    The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity other than as Trustee hereunder
by the Trustees or any successor Trustees. All of the assets of the Trust
shall at all times be considered as vested in the Trustees. No Shareholder
shall have, as a holder of beneficial interest in the Trust, any authority,
power or right whatsoever to transact business for or on behalf of the Trust,
or on behalf of the Trustees, in connection with the property or assets of
the Trust, or in any part thereof.

      4.    The Trustees in all instances shall act as principals, and are
and shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and execute,
and to authorize the officers and agents of the Trust to make and execute,
any and all contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. The Trustees
shall not in any way be bound or limited by present or future laws or customs
in regard to Trust investments, but shall have full authority and power to
make any and all investments which they, in their uncontrolled discretion,
shall deem proper to accomplish the purpose of this Trust. Subject to any
applicable limitation in this Declaration of Trust or by the By-Laws of the
Trust, the Trustees shall have power and authority:

            (a)   to adopt By-Laws not inconsistent with this Declaration of
Trust providing for the conduct of the business of the Trust and to amend and
repeal them to the extent that they do not reserve that right to the
Shareholders;

            (b)   to elect and remove such officers and appoint and terminate
such officers as they consider appropriate with or without cause, and to
appoint and designate from among the Trustees such committees as the Trustees
may determine, and to terminate any such committee and remove any member of
such committee;

            (c)   to employ as custodian of any assets of the Trust a bank or
trust company or any other entity qualified and eligible to act as a
custodian, subject to any conditions set forth in this Declaration of Trust
or in the By-Laws, as amended from time to time;

            (d)   to retain a transfer agent and shareholder servicing agent,
or both;

            (e)   to provide for the distribution of Shares either through a
principal underwriter or the Trust itself or both;

            (f)   to set record dates in the manner provided for in the
By-Laws of the Trust;

            (g)   to delegate such authority as they consider desirable to
any officer of the Trust and to any agent, custodian or underwriter;

            (h)   to vote or give assent, or exercise any rights of
ownership, with respect to stock or other securities or property held in
Trust hereunder; and to execute and deliver powers of attorney to such person
or persons as the Trustees shall deem proper, granting to such person or
persons such power and discretion with relation to securities or property as
the Trustees shall deem proper;

            (i)   to exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities held in trust
hereunder;

            (j)   to hold any security or property in a form not indicating
any trust, whether in bearer, unregistered or other negotiable form, either
in its own name or in the name of a custodian or a nominee or nominees,
subject in either case to proper safeguards according to the usual practice
of Massachusetts business trusts or investment companies;

            (k)   to consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or concern, any
security of which is held in the Trust; to consent to any contract, lease,
mortgage, purchase, or sale of property by such corporation or concern, and
to pay calls or subscriptions with respect to any security held in the Trust;

            (l)   to compromise, arbitrate, or otherwise adjust claims in
favor of or against the Trust or any matter in controversy including, but not
limited to, claims for taxes;

            (m)   to make, in the manner provided in the By-Laws or approved
by the Trustees, distributions of income and of capital gains and capital
surplus to Shareholders;

            (n)   to borrow money to the extent and in the manner permitted
by the 1940 Act and the Trust's fundamental policy thereunder as to borrowing;

            (o)   to enter into investment advisory or management contracts,
subject to the 1940 Act, with any one or more corporations, partnerships,
trusts, associations or other persons or entities;

            (p)   to change the name of the Trust or any Class or Series of
the Trust as they consider appropriate without shareholder approval;

            (q)   to establish officers' and Trustees' fees or compensation
and fees or compensation for committees of the Trustees to be paid by the
Trust or each Series thereof in such manner and amount as the Trustees may
determine;

            (r)   to invest all or substantially all of the Trust's assets in
another registered investment company;

            (s)   to determine whether a minimum and/or maximum value should
apply to accounts holding Shares, to fix such values and establish the
procedures to cause the involuntary redemption of accounts that do not
satisfy such criteria; and

            (t)   to engage, employ or appoint any person or entities to
perform any act for the Trust or the Trustees and to authorize their
compensation.

      5.    No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or
upon their order.

      6.    (a)   The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay by way of subscription to any Shares or
otherwise. This paragraph shall not limit the right of the Trustees to assert
claims against any shareholder based upon the acts or omissions of such
shareholder or for any other reason. There is hereby expressly disclaimed
shareholder and Trustee liability for the acts and obligations of the Trust.
Every note, bond, contract or other undertaking issued by or on behalf of the
Trust or the Trustees relating to the Trust shall include a notice and
provision limiting the obligation represented thereby to the Trust and its
assets (but the omission of such notice and provision shall not operate to
impose any liability or obligation on any Shareholder).

            (b)   Whenever this Declaration of Trust calls for or permits any
action to be taken by the Trustees hereunder, such action shall mean that
taken by the Board of Trustees by vote of the majority of a quorum of
Trustees as set forth from time to time in the By-Laws of the Trust or as
required by the 1940 Act.

            (c)   The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein contained
such as may be necessary or convenient in the conduct of any business or
enterprise of the Trust, to do and perform anything necessary, suitable, or
proper for the accomplishment of any of the purposes, or the attainment of
any one or more of the objects, herein enumerated, or which shall at any time
appear conducive to or expedient for the protection or benefit of the Trust,
and to do and perform all other acts and things necessary or incidental to
the purposes herein before set forth, or that may be deemed necessary by the
Trustees.

            (d)   The Trustees shall have the power, to the extent not
inconsistent with the 1940 Act, to determine conclusively whether any moneys,
securities, or other properties of the Trust are, for the purposes of this
Trust, to be considered as capital or income and in what manner any expenses
or disbursements are to be borne as between capital and income whether or not
in the absence of this provision such moneys, securities, or other properties
would be regarded as capital or income and whether or not in the absence of
this provision such expenses or disbursements would ordinarily be charged to
capital or to income.

      7.    The By-Laws of the Trust may divide the Trustees into classes and
prescribe the tenure of office of the several classes, but if such division
into classes is made, no class of Trustee shall be elected for a period
shorter than that from the time of the election following the division into
classes until the next meeting and thereafter for a period shorter than the
interval between meetings or for a period longer than five years, and the
term of office of at least one class shall expire each year.

      8.    The Shareholders shall have the right to inspect the records,
documents, accounts and books of the Trust, subject to reasonable regulations
of the Trustees, not contrary to Massachusetts law, as to whether and to what
extent, and at what times and places, and under what conditions and
regulations, such right shall be exercised.

      9.    Any officer elected or appointed by the Trustees or by the
Shareholders or otherwise, may be removed at any time, with or without cause,
in such lawful manner as may be provided in the By-Laws of the Trust.

      10.   The Trustees shall have power to hold their meetings, to have an
office or offices and, subject to the provisions of the laws of
Massachusetts, to keep the books of the Trust outside of said Commonwealth at
such places as may from time to time be designated by them. Action may be
taken by the Trustees without a meeting by unanimous written consent or by
telephone, teleconferencing or other method of electronic communication.

      11.   Securities held by the Trust shall be voted in person or by proxy
by the President or a Vice-President, or such officer or officers of the
Trust as the Trustees shall designate for the purpose, or by a proxy or
proxies thereunto duly authorized by the Trustees, except as otherwise
ordered by vote of the holders of a majority of the Shares outstanding and
entitled to vote in respect thereto.

      12.   (a)   Subject to the provisions of the 1940 Act and Article
FIFTH, paragraph 8 hereof, any Trustee, officer or employee, individually, or
any partnership of which any Trustee, officer or employee may be a member, or
any corporation, association or entity of which any Trustee, officer or
employee may be an officer, partner, director, trustee, employee, member or
stockholder, or otherwise may have an interest, may be a party to, or may be
pecuniarily or otherwise interested in, any contract or transaction of the
Trust, and in the absence of fraud no contract or other transaction shall be
thereby affected or invalidated; provided that in such case a Trustee,
officer or employee or a partnership, corporation, association or entity of
which a Trustee, officer or employee is a member, officer, director, trustee,
employee or stockholder is so interested, such fact shall be disclosed or
shall have been known to the Trustees including those Trustees who are not so
interested and who are neither "interested" nor "affiliated" persons as those
terms are defined in the 1940 Act, or a majority thereof; and any Trustee who
is so interested, or who is also a director, officer, partner, trustee,
employee, member or stockholder of such other corporation or a member of such
partnership, entity or association that is so interested, may be counted in
determining the existence of a quorum at any meeting of the Trustees which
shall authorize any such contract or transaction, and may vote thereat to
authorize any such contract or transaction, with like force and effect as if
he were not so interested.

            (b)   Specifically, but without limitation of the foregoing, the
Trust may enter into a management or investment advisory contract or
underwriting contract and other contracts with, and may otherwise do business
with any manager or investment adviser for the Trust and/or principal
underwriter of the Shares of the Trust or any subsidiary or affiliate of any
such manager or investment adviser and/or principal underwriter and may
permit any such firm or corporation to enter into any contracts or other
arrangements with any other firm or corporation relating to the Trust
notwithstanding that the Trustees of the Trust may be composed in part of
partners, directors, officers or employees of any such firm or corporation,
and officers of the Trust may have been or may be or become partners,
directors, officers or employees of any such firm or corporation, and in the
absence of fraud the Trust and any such firm or corporation may deal freely
with each other, and no such contract or transaction between the Trust and
any such firm or corporation shall be invalidated or in any way affected
thereby, nor shall any Trustee or officer of the Trust be liable to the Trust
or to any Shareholder or creditor thereof or to any other person for any loss
incurred by it or him solely because of the existence of any such contract or
transaction; provided that nothing herein shall protect any director or
officer of the Trust against any liability to the Trust or to its security
holders to which he would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his office.

            (c)   As used in this paragraph the following terms shall have
the meanings set forth below:

                  (i)   the term "indemnitee" shall mean any present or
former Trustee, officer or employee of the Trust, any present or former
Trustee, partner, director or officer of another trust, partnership,
corporation or association whose securities are or were owned by the Trust or
of which the Trust is or was a creditor and who served or serves in such
capacity at the request of the Trust, and the heirs, executors,
administrators, successors and assigns of any of the foregoing; however,
whenever conduct by an indemnitee is referred to, the conduct shall be that
of the original indemnitee rather than that of the heir, executor,
administrator, successor or assignee;

                  (ii)  the term "covered proceeding" shall mean any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which an indemnitee is or was a
party or is threatened to be made a party by reason of the fact or facts
under which he or it is an indemnitee as defined above;

                  (iii) the term "disabling conduct" shall mean willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office in question;

                  (iv)  the term "covered expenses" shall mean expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by an indemnitee in connection with a
covered proceeding; and

                  (v)   the term "adjudication of liability" shall mean, as
to any covered proceeding and as to any indemnitee, an adverse determination
as to the indemnitee whether by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent.

            (d)   The Trust shall not indemnify any indemnitee for any
covered expenses in any covered proceeding if there has been an adjudication
of liability against such indemnitee expressly based on a finding of
disabling conduct.

            (e)   Except as set forth in paragraph (d) above, the Trust shall
indemnify any indemnitee for covered expenses in any covered proceeding,
whether or not there is an adjudication of liability as to such indemnitee,
such indemnification by the Trust to be to the fullest extent now or
hereafter permitted by any applicable law unless the By-Laws limit or
restrict the indemnification to which any indemnitee may be entitled. The
Board of Trustees may adopt by-law provisions to implement subparagraphs (c),
(d) and (e) hereof.

            (f)   Nothing herein shall be deemed to affect the right of the
Trust and/or any indemnitee to acquire and pay for any insurance covering any
or all indemnities to the extent permitted by applicable law or to affect any
other indemnification rights to which any indemnitee may be entitled to the
extent permitted by applicable law. Such rights to indemnification shall not,
except as otherwise provided by law, be deemed exclusive of any other rights
to which such indemnitee may be entitled under any statute, By-Laws, contract
or otherwise.

      13.   The Trustees are empowered, in their absolute discretion, to
establish bases or times, or both, for determining the net asset value per
Share of any Class and Series in accordance with the 1940 Act and to
authorize the voluntary purchase by any Class and Series, either directly or
through an agent, of Shares of any Class and Series upon such terms and
conditions and for such consideration as the Trustees shall deem advisable in
accordance with the 1940 Act.

      14.   Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption or repurchase shall be made by the
Trust in a manner consistent with the prospectus and any applicable law or
regulation.  Any payment may be made in portfolio securities of such Series
or Class of that Series and/or in cash, as the Trustees shall deem advisable,
and no Shareholder shall have a right, other than as determined by the
Trustees, to have Shares redeemed in kind.

      15.   The Trust shall have the right, at any time and without prior
notice to the Shareholder, to redeem Shares of the Class and Series held by
such Shareholder held in any account registered in the name of such
Shareholder for its current net asset value, if and to the extent that such
redemption is necessary to reimburse either that Series or Class of the Trust
or the distributor (i.e., principal underwriter) of the Shares for any loss
either has sustained by reason of the failure of such Shareholder to make
timely and good payment for Shares purchased or subscribed for by such
Shareholder, regardless of whether such Shareholder was a Shareholder at the
time of such purchase or subscription, subject to and upon such terms and
conditions as the Trustees may from time to time prescribe.

      EIGHTH:  The name "Oppenheimer" included in the name of the Trust and
of any Series shall be used pursuant to a royalty-free, non-exclusive license
from OppenheimerFunds, Inc. ("OFI"), incidental to and as part of any one or
more advisory, management or supervisory contracts which may be entered into
by the Trust with OFI. Such license shall allow OFI to inspect and subject to
the control of the Board of Trustees to control the nature and quality of
services offered by the Trust under such name. The license may be terminated
by OFI upon termination of such advisory, management or supervisory contracts
or without cause upon 60 days' written notice, in which case neither the
Trust nor any Series or Class shall have any further right to use the name
"Oppenheimer" in its name or otherwise and the Trust, the Shareholders and
its officers and Trustees shall promptly take whatever action may be
necessary to change its name and the names of the Trust and any Series or
Classes accordingly.

      NINTH:

      1.    In case any Shareholder or former Shareholder shall be held to be
personally liable solely by reason of his being or having been a Shareholder
and not because of his acts or omissions or for some other reason, the
Shareholder or former Shareholder (or the Shareholders, heirs, executors,
administrators or other legal representatives or in the case of a corporation
or other entity, its corporate or other general successor) shall be entitled
out of the Trust estate to be held harmless from and indemnified against all
loss and expense arising from such liability. The Trust shall, upon request
by the Shareholder, assume the defense of any such claim made against any
Shareholder for any act or obligation of the Trust and satisfy any judgment
thereon.

      2.    It is hereby expressly declared that a trust and not a
partnership is created hereby. No individual Trustee hereunder shall have any
power to bind the Trust, the Trust's officers or any Shareholder. All persons
extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to the
assets of the Trust for payment under any such credit, transaction, contract
or claim; and neither the Shareholders nor the Trustees, nor any of their
agents, whether past, present or future, shall be personally liable therefor;
notice of such disclaimer shall be given in each agreement, obligation or
instrument entered into or executed by the Trust or the Trustees. Nothing in
this Declaration of Trust shall protect a Trustee against any liability to
which such Trustee would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of the office of Trustee hereunder.

      3.    The exercise by the Trustees of their powers and discretion
hereunder in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
provisions of paragraph 2 of this Article NINTH, the Trustees shall not be
liable for errors of judgment or mistakes of fact or law. The Trustees may
take advice of counsel or other experts with respect to the meaning and
operations of this Declaration of Trust, applicable laws, contracts,
obligations, transactions or any other business the Trust may enter into, and
subject to the provisions of paragraph 2 of this Article NINTH, shall be
under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

      4.    This Trust shall continue without limitation of time but subject
to the provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.

            (a)   The Trustees, subject to the applicable provisions of the
1940 Act, may sell and convey the assets of  a Series (which sale may be
subject to the retention of assets for the payment of liabilities and
expenses) to another issuer for a consideration which may be or include
securities of such issuer.  Upon making provision for the payment of
liabilities, by assumption by such issuer or otherwise, the Trustees shall
distribute the remaining proceeds ratably among the holders of the
outstanding Shares of the Series the assets of which have been so transferred.

            (b)   The Trustees, subject to the applicable provisions of the
1940 Act, may at any time sell and convert into money all the assets of a
Series.  Upon making provisions for the payment of all outstanding
obligations, taxes and other liabilities, accrued or contingent, of that
Series, the Trustees shall distribute the remaining assets of that Series
ratably among the holders of the outstanding Shares of that Series in
proportion to the number of Shares that the Series or Class thereof held by
them.

            (c)   The Trustees, subject to the applicable provisions of the
1940 Act, may otherwise alter, convert or transfer the assets of a Series.

            (d)   Upon completion of the distribution of the remaining
proceeds or the remaining assets as provided in sub-sections (a) and (b), and
in subsection (c) where applicable, the Series the assets of which have been
so transferred shall terminate, and if all the assets of the Trust have been
so transferred, the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder and the
right, title and interest of all parties shall be canceled and discharged.

      5.    The original or a copy of this instrument and of each restated
declaration of trust or instrument supplemental hereto shall be kept at the
office of the Trust where it may be inspected by any Shareholder.  A copy of
this instrument and of each supplemental or restated declaration of trust
shall be filed with the Secretary of the Commonwealth of Massachusetts, as
well as any other governmental office where such filing may from time to time
be required.  Anyone dealing with the Trust may rely on a certificate by an
officer of the Trust as to whether or not any such supplemental or restated
declarations of trust have been made and as to any matters in connection with
the Trust hereunder, and, with the same effect as if it were the original,
may rely on a copy certified by an officer of the Trust to be a copy of this
instrument or of any such supplemental or restated declaration of trust. In
this instrument or in any such supplemental or restated declaration of trust,
references to this instrument, and all expressions like "herein", "hereof"
and "hereunder" shall be deemed to refer to this instrument as amended or
affected by any such supplemental or restated declaration of trust. This
instrument may be executed in any number of counterparts, each of which shall
be deemed an original.

      6.    The Trust set forth in this instrument is created under and is to
be governed by and construed and administered according to the laws of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly
called a Massachusetts business trust, and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by
such a trust.


      7.    In the event that any person advances the organizational expenses
of the Trust, such advances shall become an obligation of the Trust subject
to such terms and conditions as may be fixed by, and on a date fixed by, or
determined with criteria fixed by the Board of Trustees, to be amortized over
a period or periods to be fixed by the Board.

      8.    Whenever any action is taken under this Declaration of Trust
including action which is required or permitted by the 1940 Act or any other
applicable law, such action shall be deemed to have been properly taken if
such action is in accordance with the construction of the 1940 Act or such
other applicable law then in effect as expressed in "no action" letters of
the staff of the Commission or any release, rule, regulation or order under
the 1940 Act or any decision of a court of competent jurisdiction,
notwithstanding that any of the foregoing shall later be found to be invalid
or otherwise reversed or modified by any of the foregoing.

      9.    Any action which may be taken by the Board of Trustees under this
Declaration of Trust or its By-Laws may be taken by the description thereof
in the then effective prospectus and/or statement of additional information
relating to the Shares under the Securities Act of 1933 or in any proxy
statement of the Trust rather than by formal resolution of the Board.

      10.   Whenever under this Declaration of Trust, the Board of Trustees
is permitted or required to place a value on assets of the Trust, such action
may be delegated by the Board, and/or determined in accordance with a formula
determined by the Board, to the extent permitted by the 1940 Act.

      11.   The Trustees may amend or otherwise supplement this instrument,
by making a Restated Declaration of Trust or a Declaration of Trust
supplemental hereto, which thereafter shall form a part hereof.  Such
amendment may be made if authorized by vote of the Trustees, and, if approval
of Shareholders is also required under applicable law, such approval shall be
made by a favorable vote of number of shareholders required by applicable
law.  Amendments having the purpose of changing the name of the Trust or any
Series or Class of Shares, or of adding or designating Series or Classes of
Series of Shares, or of adding correcting any omission, curing any ambiguity
or curing, correcting or supplementing any provision that is defective or
inconsistent with the 1940 Act or with the requirements of the Internal
Revenue Code or regulations thereunder for the Trust's obtaining the most
favorable treatment thereunder available to regulated investment companies or
of taking such other actions permitted hereunder without the necessity of
obtaining Shareholder approval or action shall not require authorization by
shareholder vote. No amendment to amend, alter, change or repeal any of the
provisions of Article FIFTH, paragraph 8 of this Declaration of Trust shall
be made unless the amendment effecting such amendment, alteration, change or
repeal shall receive the affirmative vote or consent of the holders of
two-thirds of the Shares of the Trust outstanding and entitled to vote.  Such
affirmative vote or consent shall be in addition to the vote or consent of
the holders of Shares otherwise required by applicable law.

      12.   The Board of Trustees is empowered to cause the redemption or
repurchase by the Trust of the Shares held by any Shareholder in an account
if the aggregate net asset value of such Shares (taken at cost or value, as
determined by the Board of Trustees) has been reduced to $200 or less, upon
such notice to the Shareholder in question which shall include the conditions
by which the Shareholder may increase the amount of the account holdings and
may include such other terms and conditions as the Board may fix in
accordance with the 1940 Act.

IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
_____th day of June, 2002.