OPPENHEIMER ROCHESTER NORTH CAROLINA MUNICIPAL FUND
                                (the "Trust")

                                   BY-LAWS
                            (dated April 19, 2006)

                                  ARTICLE I

                                 SHAREHOLDERS

      Section 1. Place of Meeting. All meetings of the Shareholders (which
term as used herein shall, together with all other terms defined in the
Declaration of Trust, have the same meaning as in the Declaration of Trust)
shall be held at the principal office of the Trust or at such other place as
may from time to time be designated by the Board of Trustees and stated in
the notice of meeting.

      Section 2. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairperson of the Board of
Trustees, if any, or by the President or by the Board of Trustees and shall
be called by the Secretary upon receipt of the request in writing signed by
Shareholders holding not less than one third in amount of the entire number
of Shares issued and outstanding and entitled to vote thereat. Such request
shall state the purpose or purposes of the proposed meeting. In addition,
meetings of the Shareholders shall be called by the Board of Trustees upon
receipt of the request in writing signed by Shareholders that hold in the
aggregate not less than ten percent in amount of the entire number of Shares
issued and outstanding and entitled to vote thereat, stating that the purpose
of the proposed meeting is the removal of a Trustee.

      Section 3. Notice of Meetings of Shareholders. Consistent with
applicable law, written or printed notice of every meeting of Shareholders,
stating the time and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary meeting), shall be
given to each Shareholder entitled to vote at such meeting by leaving the
same with each Shareholder at the Shareholder's residence or usual place of
business or by mailing it, postage prepaid and addressed to the Shareholder's
address as it appears upon the books of the Trust. Such notice also may be
delivered by such other means, for example electronic delivery, as consistent
with applicable laws.

      No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the
meeting, either before or after the holding thereof, waives such notice.

      Section 4. Record Dates. Consistent with applicable law, the Board of
Trustees may fix, in advance, a record date for the determination of
Shareholders entitled to notice of and to vote at any meeting of Shareholders
and Shareholders entitled to receive any dividend payment or allotment of
rights, as the case may be. Only Shareholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such
dividends or rights, as the case may be.

      Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the 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 of the Trust (who have been such for at least
six months) holding in the aggregate the lesser of (i) Shares valued at
$25,000 or more at current offering price (as defined in the Trust's
Prospectus), or (ii) one percent in amount of the entire number of shares of
the Trust 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 pursuant to Section 2 of
Article I of these By-Laws and accompanied by a form of communication to the
Shareholders. The Board of Trustees may, in its discretion, satisfy its
obligation under this Section 5 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 Shareholders' proposed communication and form of
request, at their expense, to all other Shareholders.

      Section 6. Quorum, Adjournment of Meetings. Except as otherwise
required by the Declaration of Trust, 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.

      If at any meeting of the Shareholders there shall be less than a quorum
present, the Shareholders present at such meeting may, without further
notice, adjourn the same from time to time until a quorum shall attend, but
no business shall be transacted at any such adjourned meeting except such as
might have been lawfully transacted had the meeting not been adjourned.

      Section 7.  Adjournment of Meetings When Quorum Present. If a quorum is
present but sufficient votes in favor of one or more proposals have not been
received, any of the persons named as proxies or attorneys-in-fact may
propose one or more adjournments of the meeting to permit further
solicitation of proxies with respect to any proposal. All such adjournments
will require the affirmative vote of a majority of the shares present in
person or by proxy at the session of the meeting to be adjourned. A vote may
be taken on one or more of the proposals prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate.

      Section 8. Voting and Inspectors. At all meetings of shareholders,
every shareholder of record entitled to vote at such meeting shall be
entitled to vote at such meeting either in person or by proxy. Proxies may be
given by or on behalf of a Shareholder orally or in writing or by any
electronic means, including, but not limited to, by telephone, facsimile,
electronic mail or via the internet.

      All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each
case at a duly constituted meeting, except as otherwise provided in the
Declaration of Trust or in these By-Laws or by specific statutory provision
superseding the restrictions and limitations contained in the Declaration of
Trust or in these By-Laws.

      At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairperson of the meeting may, and upon
the request of the holders of ten percent (10%) of the Shares entitled to
vote at such election shall, appoint two inspectors of election who shall
first subscribe an oath or affirmation to execute faithfully the duties of
inspectors at such election with strict impartiality and according to the
best of their ability, and shall after the election make a certificate of the
result of the vote taken. No candidate for the office of Trustee shall be
appointed such Inspector.

      The Chairperson of the meeting may cause a vote by ballot to be taken
upon any election or matter, and such vote shall be taken upon the request of
the holders of ten percent (10%) of the Shares entitled to vote on such
election or matter.

      Section 9. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairperson of the Board of
Trustees, if any, or if he or she shall not be present, by the President, or
if he or she shall not be present, by a Vice-President, or if none of them is
present, by a chairperson to be elected at the meeting. The Secretary of the
Trust, if present, shall act as Secretary of such meetings, or if he or she
is not present, an Assistant Secretary shall so act; if neither the Secretary
nor an Assistant Secretary is present, then the meeting shall elect its
secretary.

      Section 10. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the Shareholders, all proxies shall be received and taken in
charge of and all ballots shall be received and canvassed by the secretary of
the meeting, who shall decide all questions touching the qualification of
voters, the validity of the proxies, and the acceptance or rejection of
votes, unless inspectors of election shall have been appointed as provided in
Section 8, in which event such inspectors of election shall decide all such
questions.

                                  ARTICLE II

                              BOARD OF TRUSTEES

      Section 1. Number and Tenure of Office. The business and property of
the Trust shall be conducted and managed by a Board of Trustees consisting of
the number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as
otherwise provided herein, hold office until the meeting of Shareholders of
the Trust next succeeding his election or until his successor is duly elected
and qualifies. Trustees need not be Shareholders.

      Section 2. Increase or Decrease in Number of Trustees. The Board of
Trustees, by the vote of a majority of the entire Board, may increase the
number of Trustees to a number not exceeding fifteen, and may elect Trustees
to fill the vacancies created by any such increase in the number of Trustees
until the next annual meeting or until their successors are duly elected and
qualify; the Board of Trustees, by the vote of a majority of the entire
Board, may likewise decrease the number of Trustees to a number not less than
three but the tenure of office of any Trustee shall not be affected by any
such decrease. Vacancies occurring other than by reason of any such increase
shall be filled as provided for a Massachusetts business trust. In the event
that after the proxy material has been printed for a meeting of Shareholders
at which Trustees are to be elected and any one or more nominees named in
such proxy material dies or become incapacitated, the authorized number of
Trustees shall be automatically reduced by the number of such nominees,
unless the Board of Trustees prior to the meeting shall otherwise determine.

      Section 3. Removal, Resignation and Retirement. A Trustee at any time
may be removed either with or without cause by resolution duly adopted by the
affirmative votes of the holders of two-thirds of the outstanding Shares of
the Trust, present in person or by proxy at any meeting of Shareholders at
which such vote may be taken, provided that a quorum is present. Any Trustee
at any time may be removed for cause by resolution duly adopted at any
meeting of the Board of Trustees provided that notice thereof is contained in
the notice of such meeting and that such resolution is adopted by the vote of
at least two thirds of the Trustees whose removal is not proposed. As used
herein, "for cause" shall mean any cause which under Massachusetts law would
permit the removal of a Trustee of a business trust.

      Any Trustee may resign or retire as Trustee by written instrument
signed by him and delivered to the other Trustees or to any officer of the
Trust, and such resignation or retirement shall take effect upon such
delivery or upon such later date as is specified in such instrument and shall
be effective as to the Trust and each Series of the Trust hereunder.

      Section 4. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Trust outside Massachusetts,
at any office or offices of the Trust or at any other place as they may from
time to time by resolution determine, or, in the case of meetings, as shall
be specified or fixed in the respective notices or waivers of notice thereof.

      Section 5. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may
from time to time determine.

      Section 6. Special Meetings. Special meetings of the Board of Trustees
may be held from time to time upon call of the Chairperson of the Board of
Trustees, if any, the President or two or more of the Trustees, by oral or
written notice duly served on or sent via mail or electronic delivery to each
Trustee not less than one day before such meeting. No notice need be given to
any Trustee who attends in person, or to any Trustee who in writing executed
and filed with the records of the meeting either before or after the holding
thereof waives such notice. Such notice or waiver of notice need not state
the purpose or purposes of such meeting.

      Section 7. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board
there shall be less than a quorum present (in person or by open telephone
line, to the extent permitted by the Investment Company Act of 1940 (the
"1940 Act")), a majority of those present may adjourn the meeting from time
to time until a quorum shall have been obtained. The act of the majority of
the Trustees present at any meeting at which there is a quorum shall be the
act of the Board, except as may be otherwise specifically provided by
statute, by the Declaration of Trust, by these By-Laws or by any contract or
agreement to which the Trust is a party.

      Section 8. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees
an Executive Committee to consist of such number of Trustees (not less than
three) as the Board may from time to time determine. The Board of Trustees by
such affirmative vote shall have power at any time to change the members of
such Committee and may fill vacancies in the Committee by election from the
Trustees. When the Board of Trustees is not in session, the Executive
Committee shall have and may exercise any or all of the powers of the Board
of Trustees in the management of the business and affairs of the Trust except
as provided by law or by any contract or agreement to which the Trust is a
party and except the power to increase or decrease the size of, or fill
vacancies on, the Board, to remove or appoint executive officers or to
dissolve or change the permanent membership of the Executive Committee, and
the power to make or amend the By-Laws of the Trust. The Executive Committee
may fix its own rules of procedure, and may meet when and as provided by such
rules or by resolution of the Board of Trustees, but in every case the
presence of a majority shall be necessary to constitute a quorum. In the
absence of any member of the Executive Committee, the members thereof present
at any meeting, whether or not they constitute a quorum, may appoint a member
of the Board of Trustees to act in the place of such absent member.

      Section 9. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which
shall in each case consist of such number of members (not less than two) and
shall have and may exercise, to the extent permitted by law, such powers as
the Board may determine in the resolution appointing them. A majority of all
members of any such committee may determine its action, and fix the time and
place of its meetings, unless the Board of Trustees shall otherwise provide.
The Board of Trustees shall have power at any time to change the members and,
to the extent permitted by law, powers of any such committee, to fill
vacancies, and to discharge any such committee.

      Section 10. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of
the Board of Trustees or any committee thereof may be taken without a
meeting, if a written consent to such action is signed by all members of the
Board, or of such committee, as the case may be. Trustees or members of the
Board of Trustees may participate in a meeting by means of a conference
telephone or similar communications equipment; such participation shall,
except as otherwise required by the 1940 Act, have the same effect as
presence in person.

      Section 11. Compensation of Trustees. Trustees shall be entitled to
receive such compensation from the Trust for their services as may from time
to time be voted by the Board of Trustees.

      Section 12. Dividends. Dividends or distributions payable on the Shares
of any Series may, but need not be, declared by specific resolution of the
Board as to each dividend or distribution; in lieu of such specific
resolutions, the Board may, by general resolution, determine the method of
computation thereof, the method of determining the Shareholders of the Series
to which they are payable and the methods of determining whether and to which
Shareholders they are to be paid in cash or in additional Shares.

                                 ARTICLE III

                                   OFFICERS

      Section 1. Executive Officers. The executive officers of the Trust may
include a Chairperson of the Board of Trustees, and shall include a
President, one or more Vice Presidents (the number thereof to be determined
by the Board of Trustees), a Secretary and a Treasurer. The Chairman of the
Board of Trustees, if any, shall be selected from among the Trustees. The
Board of Trustees or the Executive Committee may also in its discretion
appoint Assistant Secretaries, Assistant Treasurers, and other officers,
agents and employees, who shall have such authority and perform such duties
as the Board or the Executive Committee may determine. The Board of Trustees
may fill any vacancy which may occur in any office. Any two offices, except
those of President and Vice President, may be held by the same person, but no
officer shall execute, acknowledge or verify any instrument in more than one
capacity, if such instrument is required by law or these By-Laws to be
executed, acknowledged or verified by two or more officers.

      Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any
officer may be removed from office at any time with or without cause by the
vote of a majority of the entire Board of Trustees.

      Section 3. Powers and Duties. The officers of the Trust shall have such
powers and duties as generally pertain to their respective offices, as well
as such powers and duties as may from time to time be conferred by the Board
of Trustees or the Executive Committee.

                                  ARTICLE IV

                                    SHARES

      Section 1. Certificates of Shares. Each Shareholder of any Series of
the Trust may, but need not, be issued a certificate or certificates for his
Shares of that Series, in such form as the Board of Trustees may from time to
time prescribe, but only if and to the extent and on the conditions described
by the Board.

      Section 2. Transfer of Shares. Shares of any Series shall be
transferable on the books of the Trust by the holder thereof in person or by
his duly authorized attorney or legal representative, upon surrender and
cancellation of certificates, if any, for the same number of Shares of that
Series, duly endorsed or accompanied by proper instruments of assignment and
transfer, with such proof of the authenticity of the signature as the Trust
or its agent may reasonably require; in the case of shares not represented by
certificates, the same or similar requirements may be imposed by the Board of
Trustees.

      Section 3. Share Ledgers. The share ledgers of the Trust, containing
the name and address of the Shareholders of each Series and the number of
shares of that Series, held by them respectively, shall be kept at the
principal offices of the Trust or, if the Trust employs a transfer agent, at
the offices of the transfer agent of the Trust.

      Section 4. Lost, Stolen or Destroyed Certificates. The Board of
Trustees may determine the conditions upon which a new certificate may be
issued in place of a certificate which is alleged to have been lost, stolen
or destroyed; and may, in their discretion, require the owner of such
certificate or his legal representative to give bond, with sufficient surety
to the Trust and the transfer agent, if any, to indemnify it and such
transfer agent against any and all loss or claims which may arise by reason
of the issue of a new certificate in the place of the one so lost, stolen or
destroyed.

                                  ARTICLE V

                                     SEAL

      The Board of Trustees shall provide a suitable seal of the Trust, in
such form and bearing such inscriptions as it may determine.

                                  ARTICLE VI

                                 FISCAL YEAR

      The fiscal year of the Trust shall be fixed by the Board of Trustees.

                                 ARTICLE VII

                             AMENDMENT OF BY-LAWS

      The By-Laws of the Trust may be altered, amended, added to or repealed
by the Shareholders or by majority vote of the entire Board of Trustees, but
any such alteration, amendment, addition or repeal of the By-Laws by action
of the Board of Trustees may be altered or repealed by the Shareholders.