DECLARATION OF TRUST
                                             OF
                         OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND


      This DECLARATION OF TRUST, made as of the 2nd day of June, 2005 by and among the
individuals executing this Declaration of Trust as the Trustees.

      WHEREAS, the Trustees wish to establish a trust fund under the laws of the
Commonwealth of Massachusetts, for the investment and reinvestment of funds contributed
thereto;

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

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

      This Trust shall be known as OPPENHEIMER INTERNATIONAL DIVERSIFIED FUND. The address
of Oppenheimer International Diversified Fund is 6803 South Tucson Way, Centennial, CO
80112. The Registered Agent for Service is CT Corporation System, 101 Federal Street,
Boston, MA 02110.

      ARTICLE SECOND - DEFINITIONS
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      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
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      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
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      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 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
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time, without obtaining shareholder approval, to divide the Shares of any Series into two
or more Classes as they deem necessary or desirable, and to establish and designate such
Classes. In such event, each Class of a Series shall represent interests in the designated
Series of the Trust and have such voting, dividend, liquidation and other rights as may be
established and designated by the Trustees. Expenses 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 hereby establish one Series of Shares having the same name as the Trust, and said
Shares shall be divided into three Classes, which shall be 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
established hereby 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
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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
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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
interpreted by any applicable order or orders of the Commission or any rules or regulations
adopted or interpretive 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 advisor, 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
advisors, 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 advisor for
the Trust and/or principal underwriter of the Shares of the Trust or any subsidiary or
affiliate of any such manager or investment advisor 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 advisor
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, advisor, 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 Board of Trustees 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
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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 2nd day of
June, 2005.



/s/Ronald J. Abdow                        /s/John V. Murphy
------------------------------            ------------------------------
Ronald J. Abdow                           John V. Murphy
100 Normandy Road                         P.O. Box 2054
Longmeadow, MA 01106                      756 Main Street
                                          Cotuit, MA 02635



/s/Peter I. Wold                          /s/Eustis Walcott
------------------------------            ------------------------------
Peter I. Wold                             Eustis Walcott
1615 Brookview                            297 Ardsley Road
Casper, WY 82504                          Longmeadow, MA 01106




/s/Joseph M. Wiler
------------------------------------
Joseph M. Wiler
12520 Davan Drive
Silver Spring, MD 20904