AMENDED AND RESTATED DECLARATION OF TRUST

                                      OF

                         OPPENHEIMER SELECT MANAGERS


This AMENDED AND RESTATED DECLARATION OF TRUST, made as of 23rd day of April,
2002, by and among the individuals executing this Amended and Restated
Declaration of Trust as the Trustees.

WHEREAS, the Trustees have previously established Oppenheimer Select
Managers, as a trust fund under the laws of the Commonwealth of
Massachusetts, for the investment and reinvestment of funds contributed
thereto, under a Declaration of Trust dated November 10, 2000, as amended
pursuant to Amended and Restated Declarations of Trust dated January 30,
2001, April 24, 2001 and April 12, 2002; and

WHEREAS, the Trustees desire to amend the Declaration of Trust to change the
Registered Agent for Service under ARTICLE FIRST and to change the name of
one Series as permitted by paragraph 4(s) of ARTICLE SEVENTH;

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

ARTICLE FIRST - NAME
-------------   ----

This Trust shall be known as OPPENHEIMER SELECT MANAGERS (the "Trust"). The
address of Oppenheimer Select Managers is 6803 South Tucson Way, Englewood,
CO 80112. The Registered Agent for Service is CT Corporation System, 101
Federal Street, Boston, MA  02110.

ARTICLE SECOND - DEFINITIONS
--------------   -----------

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

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

2.    "1940 Act" refers to the Investment Company Act of 1940 and the Rules
and Regulations of the Commission thereunder, all as amended from time to
time.

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

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

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

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

7.    "Declaration of Trust" shall mean this Amended and Restated Declaration
of Trust as it may be amended or restated from time to time.

8.    "Majority Vote of Shareholders" shall mean, with respect to any matter
on which the Shares of the Trust or of a Series or Class thereof, as the case
may be, may be voted, the "vote of a majority of the outstanding voting
securities" (as defined in the 1940 Act or the rules and regulations of the
Commission thereunder) of the Trust or such Series or Class, as the case may
be.

9.    "Net asset value" means, with respect to any Share of any Series, (i)
in the case of a Share of a Series whose Shares are not divided into Classes,
the quotient obtained by dividing the value of the net assets of that Series
(being the value of the assets belonging to that Series less the liabilities
belonging to that Series) by the total number of Shares of that Series
outstanding, and (ii) in the case of a Share of a Class of Shares of a Series
whose Shares are divided into Classes, the quotient obtained by dividing the
value of the net assets of that Series allocable to such Class (being the
value of the assets belonging to that Series allocable to such Class less the
liabilities belonging to such Class) by the total number of Shares of such
Class outstanding; all determined in accordance with the methods and
procedures, including without limitation those with respect to rounding,
established by the Trustees from time to time.

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

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

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

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

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

ARTICLE THIRD - PURPOSE OF TRUST
-------------   ----------------

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

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

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

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

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

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

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

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

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

ARTICLE FOURTH - SHARES
--------------   ------

1.    The beneficial interest in the Trust shall be divided into Shares, all
with $.001 par value per share, but the Trustees shall have the authority
from time to time, without obtaining shareholder approval, to create one or
more Series of Shares in addition to the Series specifically established and
designated in part 3 of this Article FOURTH, and to divide the shares of any
Series into two (2) or more Classes pursuant to part 2 of this Article
FOURTH, all as they deem necessary or desirable, to establish and designate
such Series and Classes, and to fix and determine the relative rights and
preferences as between the different Series of Shares or Classes as to right
of redemption and the price, terms and manner of redemption, liabilities and
expenses to be borne by any Series or Class, special and relative rights as
to dividends and other distributions and on liquidation, sinking or purchase
fund provisions, conversion on liquidation, conversion rights, and conditions
under which the several Series or Classes shall have individual voting rights
or no voting rights. Except as established by the Trustees with respect to
such Series or Classes, pursuant to the provisions of this Article FOURTH,
and except as otherwise provided herein, all Shares of the different Series
and Classes of a Series, if any, shall be identical.

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

      (b)   The establishment and designation of any Series or any Class of
any Series in addition to that established and designated in part 3 of this
Article FOURTH  shall be effective upon either (i) the execution by a
majority of the Trustees of an instrument setting forth such establishment
and designation and the relative rights and preferences of such Series or
such Class of such Series, whether directly in such instrument or by
reference to, or approval of, another document that sets forth such relative
rights and preferences of the Series or any Class of any Series including,
without limitation, any registration statement of the Trust, (ii) upon the
execution of an instrument in writing by an officer of the Trust pursuant to
the vote of a majority of the Trustees, or (iii) as otherwise provided in
either such instrument. At any time that there are no Shares outstanding of
any particular Series or Class previously established and designated, the
Trustees may by an instrument executed by a majority of their number or by an
officer of the Trust pursuant to a vote of a majority of the Trustees abolish
that Series or Class and the establishment and designation thereof. Each
instrument referred to in this paragraph shall be an amendment to this
Declaration of Trust, and the Trustees may make any such amendment without
shareholder approval.

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

2.    (a)   Classes. The Trustees shall have the exclusive authority from
time to time, without obtaining shareholder approval, to divide the Shares of
any Series into two (2) or more Classes as they deem necessary or desirable,
and to establish and designate such Classes. In such event, each Class of a
Series shall represent interests in the designated Series of the Trust and
have such voting, dividend, liquidation and other rights as may be
established and designated by the Trustees. Expenses and liabilities related
directly or indirectly to the Shares of a Class of a Series may be borne
solely by such Class (as shall be determined by the Trustees) and, as
provided in this Article FOURTH. The bearing of expenses and liabilities
solely by a Class of Shares of a Series shall be appropriately reflected (in
the manner determined by the Trustees) in the net asset value, dividend and
liquidation rights of the Shares of such Class of a Series. The division of
the Shares of a Series into Classes and the terms and conditions pursuant to
which the Shares of the Classes of a Series will be issued must be made in
compliance with the 1940 Act. No division of Shares of a Series into Classes
shall result in the creation of a Class of Shares having a preference as to
dividends or distributions or a preference in the event of any liquidation,
termination or winding up of the Trust, to the extent such a preference is
prohibited by Section 18 of the 1940 Act as to the Trust. The fact that a
Series shall have initially been established and designated without any
specific establishment or designation of Classes (i.e., that all Shares of
such Series are initially of a single Class), or that a Series shall have
more than one established and designated Class, shall not limit the authority
of the Trustees to establish and designate separate Classes, or one or more
additional Classes, of said Series without approval of the holders of the
initial Class thereof, or previously established and designated Class or
Classes thereof.

      (b)   Class Differences. The relative rights and preferences of the
Classes of any Series may differ in such other respects as the Trustees may
determine to be appropriate in their sole discretion, provided that such
differences are set forth in the instrument establishing and designating such
Classes and executed by a majority of the Trustees (or by an instrument
executed by an officer of the Trust pursuant to a vote of a majority of the
Trustees).

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

3.    Without limiting the authority of the Trustees set forth in parts 1 and
2 of this Article FOURTH to establish and designate any further Series or
Classes of Series, the Trustees have previously established six (6) Series of
Shares: Mercury Advisors S&P 500 Index Fund; Mercury Advisors Focus Growth
Fund; QM Active Balanced Fund; Jennison Growth Fund; Salomon Brothers All Cap
Fund (previously named Salomon Brothers Capital Fund.  The name of said
Series is being changed by this Amended and Restated Declaration of Trust)
and Gartmore Millennium Growth Fund II. The Shares of each series are divided
into five (5) Classes, which are designated Class A, Class B, Class C, Class
N and Class Y.  In addition to the rights and preferences described in parts
1 and 2 of this Article FOURTH with respect to Series and Classes, the Series
and Classes shall have the relative rights and preferences described in this
part 3 of this Article FOURTH.  The Shares of any Series or Class that may
from time to time be established and designated by the Trustees shall (unless
the Trustees otherwise determine with respect to some Series or Classes at
the time of establishing and designating the same) have the following
relative rights and preferences:

      (a)   Assets Belonging to Series or Class. All consideration received
by the Trust for the issue or sale of Shares of a particular Series or any
Class thereof, together with all assets in which such consideration is
invested or reinvested, all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange or liquidation of such
assets, and any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, shall irrevocably belong to that
Series (and may be allocated to any Classes thereof) for all purposes,
subject only to the rights of creditors, and shall be so recorded upon the
books of account of the Trust. Such consideration, assets, income, earnings,
profits, and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation of such assets, and any funds or payments derived
from any reinvestment of such proceeds, in whatever form the same may be,
together with any General Items allocated to that Series as provided in the
following sentence, are herein referred to as "assets belonging to" that
Series. In the event that there are any assets, income, earnings, profits,
and proceeds thereof, funds, or payments which are not readily identifiable
as belonging to any particular Series (collectively "General Items"), the
Trustees shall allocate such General Items to and among any one or more of
the Series established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable; and
any General Items so allocated to a particular Series shall belong to that
Series (and be allocable to any Classes thereof). Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all Series
(and any Classes thereof) for all purposes. No Shareholder or former
Shareholder of any Series or Class shall have a claim on or any right to any
assets allocated or belonging to any other Series or Class.

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

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

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

      (d)   Liquidation. In the event of the liquidation or dissolution of
the Trust or any Series or Class thereof, the Shareholders of each Series and
all Classes of each Series that have been established and designated and are
being liquidated and dissolved shall be entitled to receive, as a Series or
Class, when and as declared by the Trustees, the excess of the assets
belonging to that Series or, in the case of a Class, belonging to that Series
and allocable to that Class, over the liabilities belonging to that Series or
Class. Upon the liquidation or dissolution of the Trust or any Series or
Class pursuant to this part 3(d) of this Article FOURTH the Trustees shall
make provisions for the payment of all outstanding obligations, taxes and
other liabilities, accrued or contingent, of the Trust or that Series or
Class. The assets so distributable to the Shareholders of any particular
Class and Series shall be distributed among such Shareholders in proportion
to the relative net asset value of such Shares. The liquidation of the Trust
or any particular Series or Class thereof may be authorized at any time by
vote of a majority of the Trustees or instrument executed by a majority of
their number then in office, provided the Trustees find that it is in the
best interest of the Shareholders of such Series or Class or as otherwise
provided in this Declaration of Trust or the instrument establishing such
Series or Class. The Trustees shall provide written notice to affected
shareholders of a termination effected under this part 3(d) of this Article
FOURTH.

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

      (f)   Equality. Except as provided herein or in the instrument
designating and establishing any Series or Class, all Shares of a particular
Series or Class shall represent an equal proportionate interest in the assets
belonging to that Series, or in the case of a Class, belonging to that Series
and allocable to that Class, (subject to the liabilities belonging to that
Series or that Class), and each Share of any particular Series or Class shall
be equal to each other Share of that Series or Class; but the provisions of
this sentence shall not restrict any distinctions permissible under this
Article FOURTH that may exist with respect to Shares of the different Classes
of a Series. The Trustees may from time to time divide or combine the Shares
of any particular Class or Series into a greater or lesser number of Shares
of that Class or Series provided that such division or combination does not
change the proportionate beneficial interest in the assets belonging to that
Series or allocable to that Class or in any way affect the rights of Shares
of any other Class or Series.

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

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

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

      (j)   Investments in the Trust. The Trustees may accept investments in
the Trust from such persons and on such terms and for such consideration, not
inconsistent with the provisions of the 1940 Act, as they from time to time
authorize or determine. Such investments may be in the form of cash,
securities or other property in which the appropriate Series is authorized to
invest, hold or own, valued as provided in part 13, Article SEVENTH. The
Trustees may authorize any distributor, principal underwriter, custodian,
transfer agent or other person to accept orders for the purchase or sale of
Shares that conform to such authorized terms and to reject any purchase or
sale orders for Shares whether or not conforming to such authorized terms.

ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
-------------   ----------------------------------------

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

1.    The Shareholders shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to Shareholders, or removal of
Trustees to the extent and as provided in Article SIXTH, (b) with respect to
the amendment of this Declaration of Trust to the extent and as provided in
part 12, Article NINTH, (c) with respect to transactions with respect to the
Trust, a Series or Class as provided in part 4(a), Article NINTH, (d) to the
same extent as the shareholders of a Massachusetts business corporation, as
to whether or not a court action, proceeding or claim should be brought or
maintained derivatively or as a class action on behalf of the Trust any
Series, Class or the Shareholders, (e) with respect to those matters relating
to the Trust as may be required by the 1940 Act or required by law, by this
Declaration of Trust, or the By-Laws of the Trust or any registration
statement of the Trust filed with the Commission or any State, or as the
Trustees may consider desirable, and (f) with respect to any other matter as
to which the Trustees, in their sole discretion, shall submit to the
Shareholders.

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

3.    As to each matter submitted to a vote of Shareholders, each Shareholder
shall be entitled to one vote for each whole Share and to a proportionate
fractional vote for each fractional Share standing in such Shareholder's name
on the books of the Trust irrespective of the Series thereof or the Class
thereof and all Shares of all Series and Classes shall vote together as a
single Class; provided, however, that (i) as to any matter with respect to
which a separate vote of one or more Series or Classes thereof is required by
the 1940 Act or the provisions of the writing establishing and designating
the Series or Class, such requirements as to a separate vote by such Series
or Class thereof shall apply in lieu of all Shares of all Series and Classes
thereof voting together as a single Class; and (ii) as to any matter which
affects only the interests of one or more particular Series or Classes
thereof, only the holders of Shares of the one or more affected Series or
Classes thereof shall be entitled to vote, and each such Series or Class
shall vote as a separate Class. All Shares of a Series shall have identical
voting rights, and all Shares of a Class of a Series shall have identical
voting rights. Shares may be voted in person or by proxy. Proxies may be
given by or on behalf of a Shareholder orally or in writing or pursuant to
any computerized, telephonic, or mechanical data gathering process.

4.    Except as required by the 1940 Act or other applicable law, the
presence in person or by proxy of one-third of the Shares entitled to vote
shall be a quorum for the transaction of business at a Shareholders' meeting,
provided, however, that if any action to be taken by the Shareholders of a
Series or Class requires an affirmative vote of a majority, or more than a
majority, of the Shares outstanding and entitled to vote, then with respect
to voting on that particular issue the presence in person or by proxy of the
holders of a majority of the Shares outstanding and entitled to vote at such
a meeting shall constitute a quorum for the transaction of business with
respect to such issue. Any number less than a quorum shall be sufficient for
adjournments. If at any meeting of the Shareholders there shall be less than
a quorum present with respect to a particular issue to be voted on, such
meeting may be adjourned, without further notice, with respect to such issue
from time to time until a quorum shall be present with respect to such issue,
but voting may take place with respect to issues for which a quorum is
present. Any meeting of Shareholders, whether or not a quorum is present, may
be adjourned with respect to any one or more items of business for any lawful
purpose, provided that no meeting shall be adjourned for more than six months
beyond the originally scheduled date. Any adjourned session or sessions may
be held, within a reasonable time after the date for the original meeting
without the necessity of further notice. A majority of the Shares voted at a
meeting at which a quorum is present shall decide any questions and a
plurality shall elect a Trustee, except when a different vote is required by
any provision of the 1940 Act or other applicable law or by this Declaration
of Trust or By-Laws.

5.    Each Shareholder, upon request to the Trust in proper form determined
by the Trust, shall be entitled to require the Trust to redeem from the net
assets of that Series all or part of the Shares of such Series and Class
standing in the name of such Shareholder. The method of computing such net
asset value, the time at which such net asset value shall be computed and the
time within which the Trust shall make payment therefor, shall be determined
as hereinafter provided in Article SEVENTH of this Declaration of Trust.
Notwithstanding the foregoing, the Trustees, when permitted or required to do
so by the 1940 Act, may suspend the right of the Shareholders to require the
Trust to redeem Shares.

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

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

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

ARTICLE SIXTH - THE TRUSTEES
-------------   ------------

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

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

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

ARTICLE SEVENTH - POWERS OF TRUSTEES
---------------   ------------------

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

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

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

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

4.    The Trustees in all instances shall act as principals, and are and
shall be free from the control of the Shareholders. The Trustees shall have
full power and authority to do any and all acts and to make and execute, and
to authorize the officers and agents of the Trust to make and execute, any
and all contracts and instruments that they may consider necessary or
appropriate in connection with the management of the Trust. Except as
otherwise provided herein or in the 1940 Act, the Trustees shall not in any
way be bound or limited by present or future laws or customs in regard to
Trust investments, but shall have full authority and power to make any and
all investments which they, in their uncontrolled discretion and to the same
extent as if the Trustees were the sole owners of the assets of the Trust and
the business in their own right, shall deem proper to accomplish the purpose
of this Trust. Subject to any applicable limitation in this Declaration of
Trust or by the By-Laws of the Trust, and in addition to the powers otherwise
granted herein, the Trustees shall have power and authority:

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

      (b)   to elect and remove such officers and appoint and terminate such
officers as they consider appropriate with or without cause, and to appoint
and terminate agents and consultants and hire and terminate employees, any
one or more of the foregoing of whom may be a Trustee, and may provide for
the compensation of all of the foregoing; to appoint and designate from among
the Trustees or other qualified persons such committees as the Trustees may
determine and to terminate any such committee and remove any member of such
committee;

      (c)   to employ as custodian of any assets of the Trust one or more
banks, trust companies, companies that are members of a national securities
exchange, or any other entity qualified and eligible to act as a custodian
under the 1940 Act, as modified by or interepreted by any applicable order or
orders of the Commission or any rules or regulations adopted or intrepretive
releases of the Commission thereunder, subject to any conditions set forth in
this Declaration of Trust or in the By-Laws, and may authorize such
depository or custodian to employ subcustodians or agents;

      (d)   to retain one or more transfer agents and shareholder servicing
agents, or both, and may authorize such transfer agents or servicing agents
to employ sub-agents;

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

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

      (g)   to delegate such authority as they consider desirable to any
officers of the Trust and to any investment adviser, manager, custodian or
underwriter, or other agent or independent contractor;

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

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

      (j)   to hold any security or property in a form not indicating any
trust, whether in bearer, unregistered or other negotiable form, either in
its own name or in the name of a custodian, subcustodian or a nominee or
nominees or otherwise;

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

      (l)   to join with other holders of any security or instrument in
acting through a committee, depositary, voting trustee or otherwise, and in
that connection to deposit any security or instrument with, or transfer any
security to, any such committee, depositary or trustee, and to delegate to
them such power and authority with relation to any security (whether or not
so deposited or transferred) as the Trustees shall deem proper, and to agree
to pay, and to pay, such portion of the expenses and compensation of such
committee, depositary or trustee as the Trustees shall deem proper;

      (m)   to sue or be sued in the name of the Trust;

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

      (o)   to make, by resolutions adopted by the Trustees or in the manner
provided in the By-Laws, distributions of income and of capital gains to
Shareholders;

      (p)   to borrow money and to pledge, mortgage or hypothecate the assets
of the Trust or any part thereof, to the extent and in the manner permitted
by the 1940 Act;

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

      (r)   to make loans of cash and/or securities or other assets of the
Trust;

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

      (t)   to establish officers' and Trustees' fees or compensation and
fees or compensation for committees of the Trustees to be paid by the Trust
or each Series thereof in such manner and amount as the Trustees may
determine;

      (u)   to invest all or any portion of the Trust's assets in any one or
more registered investment companies, including investment by means of
transfer of such assets in exchange for an interest or interests in such
investment company or investment companies or by any other means approved by
the Trustees;

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

      (w)   to enter into joint ventures, general or limited partnerships and
any other combinations or associations;

      (x)   to endorse or guarantee the payment of any notes or other
obligations of any person; to make contracts of guaranty or suretyship, or
otherwise assume liability for payment thereof;

      (y)   to purchase and pay for entirely out of Trust property such
insurance and/or bonding as they may deem necessary or appropriate for the
conduct of the business, including, without limitation, insurance policies
insuring the assets of the Trust and payment of distributions and principal
on its portfolio investments, and insurance policies insuring the
Shareholders, Trustees, officers, employees, agents, consultants, investment
advisers, managers, administrators, distributors, principal underwriters, or
independent contractors, or any thereof (or any person connected therewith),
of the Trust individually against all claims and liabilities of every nature
arising by reason of holding, being or having held any such office or
position, or by reason of any action alleged to have been taken or omitted by
any such person in any such capacity, including any action taken or omitted
that may be determined to constitute negligence, whether or not the Trust
would have the power to indemnify such person against such liability;

      (z)   to pay pensions for faithful service, as deemed appropriate by
the Trustees, and to adopt, establish and carry out pension, profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive
and benefit plans, trusts and provisions, including the purchasing of life
insurance and annuity contracts as a means of providing such retirement and
other benefits, for any or all of the Trustees, officers, employees and
agents of the Trust;

      (aa)  to adopt on behalf of the Trust or any Series with respect to any
Class thereof a plan of distribution and related agreements thereto pursuant
to the terms of Rule 12b-1 of the 1940 Act and to make payments from the
assets of the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;

      (bb)  to operate as and carry on the business of an investment company
and to exercise all the powers necessary and appropriate to the conduct of
such operations;

      (cc)  to issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, and otherwise deal in Shares and, subject
to the provisions set forth in Article FOURTH and part 4, Article FIFTH, to
apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust, or the particular
Series of the Trust, with respect to which such Shares are issued;

      (dd)  in general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary,
suitable or proper for the accomplishment of any purpose or the attainment of
any object or the furtherance of any power hereinbefore set forth, either
alone or in association with others, and to do every other act or thing
incidental or appurtenant to or growing out of or connected with the
aforesaid business or purposes, objects or powers.

            The foregoing clauses shall be construed both as objectives and
powers, and the foregoing enumeration of specific powers shall not be held to
limit or restrict in any manner the general powers of the Trustees. Any
action by one or more of the Trustees in their capacity as such hereunder
shall be deemed an action on behalf of the Trust or the applicable Series and
not an action in an individual capacity.

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

6.    (a)   The Trustees shall have no power to bind any Shareholder
personally or to call upon any Shareholder for the payment of any sum of
money or assessment whatsoever other than such as the Shareholder may at any
time personally agree to pay by way of subscription to any Shares or
otherwise. This paragraph shall not limit the right of the Trustees to assert
claims against any shareholder based upon the acts or omissions of such
shareholder or for any other reason.

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

      (c)   The Trustees shall possess and exercise any and all such
additional powers as are reasonably implied from the powers herein contained
such as may be necessary or convenient in the conduct of any business or
enterprise of the Trust, to do and perform anything necessary, suitable, or
proper for the accomplishment of any of the purposes, or the attainment of
any one or more of the objects, herein enumerated, or which shall at any time
appear conducive to or expedient for the protection or benefit of the Trust,
and to do and perform all other acts and things necessary or incidental to
the purposes herein before set forth, or that may be deemed necessary by the
Trustees. Without limiting the generality of the foregoing, except as
otherwise provided herein or in the 1940 Act, the Trustees shall not in any
way be bound or limited by present or future laws or customs in regard to
trust investments, but shall have full authority and power to make any and
all investments that they, in their discretion, shall deem proper to
accomplish the purpose of this Trust.

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

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

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

9.    Any officer elected or appointed by the Trustees or by the Shareholders
or otherwise, may be removed at any time, with or without cause.

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

11.   Securities held by the Trust shall be voted in person or by proxy by
the President or a Vice-President, or such officer or officers of the Trust
or such other agent of the Trust as the Trustees shall designate or otherwise
authorize by standing policies adopted by the Trustees for the purpose, or by
a proxy or proxies thereunto duly authorized by the Trustees.

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

      (b)   Specifically, but without limitation of the foregoing, the Trust
may enter into a management or investment advisory contract or underwriting
contract and other contracts with, and may otherwise do business with any
manager or investment 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-Law, contract
or otherwise.

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

14.   Payment of the net asset value per Share of any Class and Series
properly surrendered to it for redemption shall be made by the Trust within
seven days, or as specified in any applicable law or regulation, after tender
of such stock or request for redemption to the Trust for such purpose
together with any additional documentation that may be reasonably required by
the Trust or its transfer agent to evidence the authority of the tenderor to
make such request, plus any period of time during which the right of the
holders of the shares of such Class of that Series to require the Trust to
redeem such shares has been suspended. Any such payment may be made in
portfolio securities of such Class of that Series and/or in cash, as the
Trustees shall deem advisable, and no Shareholder shall have a right, other
than as determined by the Trustees, to have Shares redeemed in kind.

15.   The Trust shall have the right, at any time, without prior notice to
the Shareholder to redeem Shares of the Class and Series held by a
Shareholder held in any account registered in the name of such Shareholder
for its current net asset value, for any reason, including, but not limited
to, (i) the determination that such redemption is necessary to reimburse
either that Series or Class of the Trust or the distributor (i.e., principal
underwriter) of the Shares for any loss either has sustained by reason of the
failure of such Shareholder to make timely and good payment for Shares
purchased or subscribed for by such Shareholder, regardless of whether such
Shareholder was a Shareholder at the time of such purchase or subscription,
(ii) the failure of a Shareholder to supply a tax identification number if
required to do so, (iii) the failure of a Shareholder to pay when due for the
purchase of Shares issued to him and subject to and upon such terms and
conditions as the Trustees may from time to time prescribe, (iv) pursuant to
authorization by a Shareholder to pay fees or make other payments to one or
more third parties, including, without limitation, any affiliate of the
investment adviser of the Trust or any Series thereof, or (v) if the
aggregate net asset value of all Shares of such Shareholder (taken at cost or
value, as determined by the Board) has been reduced below an amount
established by the Board of Trustees from time to time as the minimum amount
required to be maintained by Shareholders.

ARTICLE EIGHTH - LICENSE
--------------   -------

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

ARTICLE NINTH - MISCELLANEOUS:
-------------   -------------

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

2.    It is hereby expressly declared that a trust is created hereby and not
a partnership, joint stock association, corporation, bailment, or any other
form of a legal relationship other than a trust, as contemplated in
Massachusetts General Laws Chapter 182. No individual Trustee hereunder shall
have any power to bind the Trust unless so authorized by the Trustees, or to
personally bind the Trust's officers or any Shareholder. All persons
extending credit to, doing business with, contracting with or having or
asserting any claim against the Trust or the Trustees shall look only to the
assets of the appropriate Series for payment under any such credit,
transaction, contract or claim; and neither the Shareholders nor the
Trustees, nor any of their agents, whether past, present or future, shall be
personally liable therefor; notice of such disclaimer and agreement thereto
shall be given in each agreement, obligation or instrument entered into or
executed by Trust or the Trustees. There is hereby expressly disclaimed
Shareholder and Trustee liability for the acts and obligations of the Trust.
Nothing in this Declaration of Trust shall protect a Trustee or officer
against any liability to which such Trustee or officer would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of the office of
Trustee or of such officer hereunder.

3.    The exercise by the Trustees of their powers and discretion hereunder
in good faith and with reasonable care under the circumstances then
prevailing, shall be binding upon everyone interested. Subject to the
provisions of part 2 of this Article NINTH, the Trustees shall not be liable
for errors of judgment or mistakes of fact or law. Subject to the foregoing,
(a) Trustees shall not be responsible or liable in any event for any neglect
or wrongdoing of any officer, agent, employee, consultant, adviser,
administrator, distributor or principal underwriter, custodian or transfer,
dividend disbursing, Shareholder servicing or accounting agent of the Trust,
nor shall any Trustee be responsible for the act or omission of any other
Trustee; (b) the Trustees may take advice of counsel or other experts with
respect to the meaning and operations of this Declaration of Trust,
applicable laws, contracts, obligations, transactions or any other business
the Trust may enter into, and subject to the provisions of part 2 of this
Article NINTH, shall be under no liability for any act or omission in
accordance with such advice or for failing to follow such advice; and (c) in
discharging their duties, the Trustees, when acting in good faith, shall be
entitled to rely upon the books of account of the Trust and upon written
reports made to the Trustees by any officer appointed by them, any
independent public accountant, and (with respect to the subject matter of the
contract involved) any officer, partner or responsible employee of a party
who has been appointed by the Trustees or with whom the Trust has entered
into a contract pursuant to Article SEVENTH. The Trustees shall not be
required to give any bond as such, nor any surety if a bond is required.

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

      (a)   Subject to applicable Federal and State law, and except as
otherwise provided in part 5 of this Article NINTH, the Trustees, with the
Majority Vote of Shareholders of an affected Series or Class, may sell and
convey all or substantially all the assets of that Series or Class (which
sale may be subject to the retention of assets for the payment of liabilities
and expenses and may be in the form of a statutory merger to the extent
permitted by applicable law) to another issuer or to another Series or Class
of the Trust for a consideration which may be or include securities of such
issuer or may merge or consolidate with any other corporation, association,
trust, or other organization or may sell, lease, or exchange all or a portion
of the Trust property or Trust property allocated or belonging to such Series
or Class, upon such terms and conditions and for such consideration when and
as authorized by such vote. Such transactions may be effected through
share-for-share exchanges, transfers or sale of assets, shareholder in-kind
redemptions and purchases, exchange offers, or any other method approved by
the Trustees. Upon making provision for the payment of liabilities, by
assumption by such issuer or otherwise, the Trustees shall distribute the
remaining proceeds among the holders of the outstanding Shares of the Series
or Class, the assets of which have been so transferred, in proportion to the
relative net asset value of such Shares.

      (b)   Upon completion of the distribution of the remaining proceeds or
the remaining assets as provided in sub-section (a) hereof or pursuant to
part 3(d) of Article FOURTH, as applicable, the Series the assets of which
have been so transferred shall terminate, and if all the assets of the Trust
have been so transferred, the Trust shall terminate and the Trustees shall be
discharged of any and all further liabilities and duties hereunder and the
right, title and interest of all parties shall be canceled and discharged.

5.    Subject to applicable Federal and state law, the Trustees may without
the vote or consent of Shareholders cause to be organized or assist in
organizing one or more corporations, trusts, partnerships, limited liability
companies, associations, or other organization, under the laws of any
jurisdiction, to take over all or a portion of the Trust property or all or a
portion of the Trust property allocated or belonging to such Series or Class
or to carry on any business in which the Trust shall directly or indirectly
have any interest, and to sell, convey and transfer the Trust property or the
Trust property allocated or belonging to such Series or Class to any such
corporation, trust, limited liability company, partnership, association, or
organization in exchange for the shares or securities thereof or otherwise,
and to lend money to, subscribe for the shares or securities of, and enter
into any contracts with any such corporation, trust, partnership, limited
liability company, association, or organization  or any corporation,
partnership, limited liability company, trust, association, or organization
in which the Trust or such Series or Class holds or is about to acquire
shares or any other interest. Subject to applicable Federal and state law,
the Trustees may also cause a merger or consolidation between the Trust or
any successor thereto or any Series or Class thereof and any such
corporation, trust, partnership, limited liability company, association, or
other organization. Nothing contained herein shall be construed as requiring
approval of shareholders for the Trustees to organize or assist in organizing
one or more corporations, trusts, partnerships, limited liability companies,
associations, or other organizations and selling, conveying, or transferring
the Trust property or a portion of the Trust property to such organization or
entities; provided, however, that the Trustees shall provide written notice
to the affected Shareholders of any transaction whereby, pursuant to this
part 5, Article NINTH, the Trust or any Series or Class thereof sells,
conveys, or transfers all or a substantial portion of its assets to another
entity or merges or consolidates with another entity. Such transactions may
be effected through share-for-share exchanges, transfer or sale of assets,
shareholder in-kind redemptions and purchases, exchange offers, or any other
approved by the Trustees.

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

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

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

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

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

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

12.   The Trustee may, without the vote or consent of the Shareholders, amend
or otherwise supplement this Declaration of Trust by executing or authorizing
an officer of the Trust to execute on their behalf a Restated Declaration of
Trust or a Declaration of Trust supplemental hereto, which thereafter shall
form a part hereof, provided, however, that none of the following amendments
shall be effective unless also approved by a Majority Vote of Shareholders:
(i) any amendment to parts 1, 3 and 4, Article FIFTH; (ii) any amendment to
this part 12, Article NINTH; (iii) any amendment to part 1, Article NINTH;
and (iv) any amendment to part 4(a), Article NINTH that would change the
voting rights of Shareholders contained therein. Any amendment required to be
submitted to the Shareholders that, as the Trustees determine, shall affect
the Shareholders of any Series or Class shall, with respect to the Series or
Class so affected, be authorized by vote of the Shareholders of that Series
or Class and no vote of Shareholders of a Series or Class not affected by the
amendment with respect to that Series or Class shall be required.
Notwithstanding anything else herein, any amendment to Article NINTH, part 1
shall not limit the rights to indemnification or insurance provided therein
with respect to action or omission or indemnities or Shareholder indemnities
prior to such amendment.

13.   The captions used herein are intended for convenience of reference
only, and shall not modify or affect in any manner the meaning or
interpretation of any of the provisions of this Agreement. As used herein,
the singular shall include the plural, the masculine gender shall include the
feminine and neuter, and the neuter gender shall include the masculine and
feminine, unless the context otherwise requires.


IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
23rd day of April, 2002.


/s/ William L. Armstrong                 /s/ James C. Swain
------------------------------           --------------------------------------
Wiliam L. Armstrong                      James C. Swain
11 Carriage Lane                         11059 E. Acacia Drive
Littleton, Colorado 80121                Scottsdale, Arizona 85259


/s/ Robert G. Avis                       /s/ C. Howard Kast
-------------------------------          -------------------------------------
Robert G. Avis                           C. Howard Kast
1706 Warson Estates Drive                2552 East Alameda #30
St. Louis, Missouri 63124                Denver, Colorado 80209


/s/ George C. Bowen                      /s/ Robert M. Kirchner
------------------------------           --------------------------------------
George C. Bowen                          Robert M. Kirchner
9224 Bauer Court                         2800 S. University Blvd. #131
Lone Tree, Colorado 80124                Denver, Colorado 80210


/s/ Edward Cameron                       /s/ F. William Marshall Jr.
-------------------------------          --------------------------------------
Edward Cameron                           F. William Marshall Jr.
Spring Valley Road                       63 South Road
Morristown, New Jersey 07960             Chebeague Island, Maine 04017


/s/ Jon S. Fossel                        /s/ John V. Murphy
-------------------------------          -------------------------------------
Jon S. Fossel                            John V. Murphy
810 Jack Creek Road                      43 Jonquil Lane
Ennis, Montana 59729                     Longmeadow, Massachusetts 01106


/s/ Sam Freedman
------------------------------
Sam Freedman
355 Adams Street
Denver, Colorado 800206


N1a\Select Managers\organizational documents\DOT amended April 23-2002