DECLARATION OF TRUST
                                      OF
              OPPENHEIMER ROCHESTERTM DOUBLE TAX-FREE MUNICIPALS

                       (a Massachusetts Business Trust)

                         Dated as of October 30, 2007



















                              TABLE OF CONTENTS



ARTICLE I - Name and Definitions
      Section 1   Name.................................................1
      Section 2   Definitions..........................................1

ARTICLE II - Nature and Purpose of Trust...............................3

ARTICLE III - Registered Agent; Principal Place of Business............3

ARTICLE IV - Beneficial Interests; Shareholders
      Section 4.1 Shares of Beneficial Interest........................3
      Section 4.2 Issuance of Shares...................................3
      Section 4.3 Rights of Shareholders...............................4
      Section 4.4 Ownership and Transfer of Shares; Small Accounts.....4
      Section 4.5 Voting by Shareholders...............................5
      Section 4.6 Meetings.............................................6
      Section 4.7 Quorum and Action....................................6
      Section 4.8 Action by Written Consent in Lieu of Meeting of Shareholders
      6
      Section 4.9 Classes of Shares....................................6
      Section 4.10....................Disclosure of Shareholder Holdings
      7
      Section 4.11...............................Access to Trust Records
      7
      Section 4.12...............Communications with Shareholders...................
      8

ARTICLE V - The Trustees
      Section 5.1 Management of the Trust..............................8
      Section 5.2 Qualification and Number.............................8
      Section 5.3 Term and Election....................................8
      Section 5.4 Resignation, Retirement and Removal..................8
      Section 5.5 Vacancies............................................9
      Section 5.6 Ownership of Assets of the Trust.....................9

ARTICLE VI - Powers of Trustees
      Section 6.1 General Powers.......................................9
      Section 6.2 Certain Specific Powers.............................10
      Section 6.3 Issuance and Repurchase of Shares...................12
      Section 6.4 Delegation; Committees..............................12
      Section 6.5 Collection and Payment..............................13
      Section 6.6 Expenses............................................13
      Section 6.7 Manner of Acting....................................13
      Section 6.8 By-Laws.............................................13
      Section 6.9 Principal Transactions..............................13
      Section 6.10.....................Effect of Trustees' Determination
      14

ARTICLE VII - Service Providers
      Section 7.1 Investment Adviser and Administrator................14
      Section 7.2 Underwriter; Transfer Agent; Shareholder Servicing Agent;
                  Custodian ..........................................14
      Section 7.3 Parties to Contract.................................14
      Section 7.4 Further Authority of Trustees.......................15

ARTICLE VIII - Distributions; Redemptions; Determination of Net Asset Value
      Section 8.1 Distributions.......................................15
      Section 8.2 Redemption of Shares................................15
      Section 8.3 Redemption Price....................................15
      Section 8.4 Payment.............................................16
      Section 8.5 Redemption of Shareholder's Interest by Action of Trust.
      16
      Section 8.6 Suspension of Right of Redemption...................17
      Section 8.7 Determination of Net Asset Value; Valuation of Portfolio
                  Assets..............................................17
      Section 8.8 Constant Net Asset Value............................17
      Section 8.9 Reserves............................................17
      Section 8.10............................Determination by Trustees.
      17

ARTICLE IX - Limitation of Liability and Indemnification
      Section 9.1 No Personal Liability of and Indemnification of Shareholders
      17
      Section 9.2 Limitation of Liability of Trustees and Others......18
      Section 9.3 Experts; No Bond or Surety..........................19
      Section 9.4 Liability of Third Persons Dealing with the Trust or
      Trustees    19
      Section 9.5 Indemnification and Advancement of Expenses.........19
      Section 9.6 Further Indemnification.............................20
      Section 9.7 Amendments and Modifications........................20
      Section 9.8 Derivative Actions..................................21

ARTICLE X - Termination; Mergers and Sale of Assets
      Section 10.1.........................Termination of Trust or Class
      24
      Section 10.2........................Sale of Assets; Reorganization
      24
      Section 10.3................................Combination of Classes
      24

ARTICLE XI - Amendments; Filings; Copies; Miscellaneous
      Section 11.1.............................Amendments to Declaration
                  25
      Section 11.2Filings; Copies of Declaration; Counterparts; Headings
                  25
      Section 11.3......................Trustees May Resolve Ambiguities
                  25
      Section 11.4......Applicable Law; Forum Selection; and Jury Waiver
                  25
      Section 11.5........Provisions in Conflict with Law or Regulations
                  26
      Section 11.6..............................................Writings
                  27








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                             DECLARATION OF TRUST
                                      OF
              OPPENHEIMER ROCHESTERTM DOUBLE TAX-FREE MUNICIPALS

      THIS DECLARATION OF TRUST is made as of this 30th day of October, 2007
by the Trustees hereunder;

      NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets and properties, which the Trust may from
time to time acquire in any manner, IN TRUST, and that they will manage and
dispose of the same and manage the affairs and business of the Trust upon the
following terms and conditions for the benefit of the holders from time to
time of shares of beneficial interest in this Trust as hereinafter set forth.


                                  ARTICLE I

                             NAME AND DEFINITIONS

      Section 1. Name. This Trust shall be known as "OPPENHEIMER ROCHESTER
DOUBLE TAX-FREE MUNICIPALS" and the Trustees shall conduct the business of
the Trust under that name or any other name as they may from time to time
determine.

      Section 2. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided, the following terms have the
following respective meanings:

      (a) "By-Laws" means the By-Laws of the Trust referred to in Section 6.8
hereof, as from time to time amended.

      (b) "Class" means the one or more Shares (as defined below) of the
Trust as may be established and designated as a Class from time to time by
the Trustees pursuant to Section 4.9 hereof.

      (c) "Code" means the Internal Revenue Code of 1986 (or any successor
statute), as amended from time to time, and the rules and regulations
thereunder, as adopted or amended from time to time.

      (d) "Commission" shall have the same meaning given to such term in the
1940 Act (as defined below).

      (e) "Declaration" means this Declaration of Trust as amended,
supplemented or amended and restated from time to time. Reference in this
Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder"
shall be deemed to refer to this Declaration rather than exclusively to the
article or section in which such words appear.

      (f) "He," "Him" and "His" shall include the feminine and neuter, as
well as the masculine, genders.

      (g) "Interested Person" shall have the same meaning given to such term
in the 1940 Act (as defined below).

      (h) "1940 Act" refers to the Investment Company Act of 1940 (and any
successor statute) and the rules thereunder, all as amended from time to
time, as may apply to the Trust or a Class thereof, including pursuant to any
exemptive, interpretive or other relief or guidance issued by the Commission
or the staff of the Commission under such Act.

      (i) "Outstanding Shares" means those Shares (as defined below) shown
from time to time on the books of the Trust or its transfer agent as then
issued and outstanding, but shall not include Shares which have been
redeemed, repurchased, cancelled or terminated by the Trust.

      (j) "Person" means and includes natural persons, corporations,
partnerships, limited partnerships, business trusts, limited liability
partnerships, statutory trusts, limited liability companies, trusts,
associations, joint ventures, estates, nominees and any other entity in its
own or any representative capacity, whether or not legal entities, and
governments and agencies and political subdivisions thereof, in each case
whether domestic or foreign.

      (k) "Prospectus" means the prospectus and statement of additional
information with respect to the Trust or one or more Classes thereof as the
context shall require, as contained in the most recent effective registration
statement filed with the Commission with respect to the Trust or one or more
Classes thereof, as the same may be supplemented or modified from time to
time in accordance with the requirements of the federal securities laws.

      (l) "Shareholder" means a record owner of Outstanding Shares.

      (m) "Shares" means the units of interest into which the beneficial
interest in the Trust shall be divided from time to time, including the
Shares of any and all Classes which may be established and designated by the
Trustees, and includes fractions of Shares as well as whole Shares.

      (n) "Trust" refers to the voluntary association with transferable
shares established by this Declaration, as the same may be amended from time
to time.

      (o) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust.

      (p) "Trustees" means, at any time, the person or persons who have
signed this Declaration and all other persons who may from time to time be
duly qualified and serving as Trustees in accordance with the provisions of
Article V hereof, in each case if they shall at that time continue in office
in accordance with the terms hereof, and reference herein to a Trustee or the
Trustees shall refer to such person or persons in his capacity or their
capacities as Trustees hereunder.

                                  ARTICLE II

                         NATURE AND PURPOSE OF TRUST

      The Trust set forth in this instrument shall be deemed made in the
Commonwealth of Massachusetts, and it is created under and is to be governed
by and construed and administered according to the laws of said Commonwealth
as a voluntary association with transferable shares (commonly known as a
business trust) of the type referred to in Chapter 182 of the General Laws of
the Commonwealth of Massachusetts. The Trust is not intended to be, shall not
be deemed to be, and shall not be treated as, a general or a limited
partnership, joint venture, corporation or joint stock company, nor shall the
Trustees or Shareholders or any of them for any purpose be deemed to be, or
be treated in any way whatsoever as though they were, liable or responsible
hereunder as partners or joint venturers. The purpose of the Trust is to
engage in, operate and carry on the business of an open-end management
investment company and to do any and all acts or things as are necessary,
convenient, appropriate, incidental or customary in connection therewith and
without limiting the foregoing or the other provisions hereof, the Trust may
exercise all powers which are ordinarily exercised by a Massachusetts
business trust.

                                 ARTICLE III

                REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS

      The name of the registered agent of the Trust is CT Corporation System,
at its office at 155 Federal Street in Boston, Massachusetts. The principal
place of business of the Trust is 6803 South Tucson Way, Centennial,
Colorado. The Trustees may, without the approval of Shareholders, change the
registered agent of the Trust and the principal place of business of the
Trust.

                                  ARTICLE IV

                      BENEFICIAL INTERESTS; SHAREHOLDERS

      Section 4.1. Shares of Beneficial Interest.  The beneficial interest in
the Trust shall be divided into such Shares of beneficial interest, of such
Classes, and of such designations, with par values of $.001 per share, and
with such rights, preferences, privileges, limitations, restrictions and such
other relative terms as shall be determined by the Trustees, from time to
time. The number of Shares is unlimited. The Trustees shall have full power
and authority to take such action with respect to the Shares as the Trustees
may deem desirable.

      Section 4.2. Issuance of Shares.  (a) Shares may be issued from time to
time to such Persons (including, without limitation, any Trustee, officer, or
agent of the Trust or any Person in which a Trustee, officer or agent of the
Trust has an interest) either for cash or for such other consideration (which
may be in any one or more instances a certain specified consideration or
certain specified considerations) and on such terms as the Trustees, from
time to time, may deem advisable, and the Trust may, in connection with an
issuance of Shares, acquire other assets (including the acquisition of assets
subject to, and in connection with, the assumption of liabilities), and all
Shares so issued hereunder, including without limitation Shares issued in
connection with a dividend in Shares or a split or reverse split of Shares,
shall be fully paid and non-assessable. Notwithstanding the foregoing, the
Trust shall have the right to refuse to issue Shares to any Person at any
time and without any reason therefor whatsoever.

      (b) The Trust may issue Shares in fractional denominations to the same
extent as its whole Shares, and Shares in fractional denominations shall be
Shares having, proportionately to the respective fractions represented
thereby, all the rights of whole Shares, including, without limitation, the
right to vote, the right to receive dividends and distributions and the right
to participate upon termination of the Trust.

      (c) Any Shares issued by the Trust which have been purchased, redeemed
or otherwise reacquired by the Trust shall be retired automatically and shall
have the status of unissued Shares.

      Section 4.3 Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business herein described
is vested exclusively in the Trustees. The Shareholders shall have no right
or title in or to the Trust Property or to call for any partition or division
of any property, profits, rights or interests of the Trust and the
Shareholders shall have no interest therein other than the beneficial
interest conferred by their Shares. The death, incapacity, dissolution,
termination, or bankruptcy of a Shareholder during the continuance of the
Trust shall neither operate to terminate the Trust nor entitle the
representative of any such Shareholder to an accounting or to take any action
in court or elsewhere against the Trust or the Trustees, but shall entitle
such representative only to the rights of said Shareholder under this
Declaration. Neither the Trust nor the Trustees, nor any officer, employee or
agent of the Trust shall have any power to bind personally any Shareholder,
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, provided however that any sales loads or charges,
redemption fees, account fees or any other fees or charges not prohibited as
charges to Shareholders under applicable law shall not be deemed to be an
assessment for the purposes of this Declaration. The Shares shall be personal
property giving only the rights specifically set forth in this Declaration.
The holders of Shares shall not, as such holders, have any right to acquire,
purchase or subscribe for any Shares or securities of the Trust that it may
hereafter issue or sell, or have any preference, preemptive, appraisal,
conversion or exchange rights, except as the Trustees may determine from time
to time. Every Shareholder, by virtue of purchasing Shares and becoming a
Shareholder, shall be held to have expressly assented and agreed to the terms
of this Declaration and shall be bound thereby.

      Section 4.4. Ownership and Transfer of Shares; Small Accounts.  (a) The
ownership and transfer of Shares shall be recorded on the books of the Trust
or, if there is a transfer or similar agent with respect to such Shares, on
the books and records of such transfer or similar agent with respect to such
Shares, which records shall be maintained separately for each Class of the
Trust. No certificates representing the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time. The
Trustees may make such rules or impose such restrictions as they consider
necessary or appropriate for the issuance of Share certificates, transfer of
Shares and similar matters. The record books of the Trust, as kept by the
Trust or any transfer or similar agent of the Trust, shall be conclusive as
to who are the holders of Shares and as to the number of Shares held from
time to time by each Shareholder. No Shareholder shall be entitled to receive
any payment of a dividend or distribution, or to have notice given to him as
provided herein or in the By-Laws, until he has provided such information as
shall be required to the Trust or, as applicable, the Trust's transfer or
similar agent with respect to his Shares.

      (b) In the event any certificates representing Outstanding Shares are
at any time outstanding, the Trustees may at any time or from time to time
determine that Shares shall no longer be represented by certificates, and in
connection therewith, upon written notice to any Shareholder holding
certificates representing Outstanding Shares, such certificates shall be
cancelled, provided that such cancellation shall not affect the ownership by
such Shareholder of such Shares, and following such cancellation, ownership
and transfer of such Shares shall be recorded by book entry on the books of
the Trust or its transfer or similar agent.

      (c) The Trustees may establish, from time to time, one or more minimum
investment amounts for Shareholder accounts, which may differ within and
among any Class, and may impose account fees on (which may be satisfied by
involuntarily redeeming the requisite number of Shares in any such account in
the amount of such fee), and/or require the involuntary redemption of Shares
held in, those accounts the net asset value of which for any reason falls
below such established minimum investment amounts, or may authorize the Trust
to convert any such Shares in such account to Shares of another Class, or
take any other such action with respect to minimum investment amounts as may
be deemed necessary or appropriate by the Trustees, in each case upon such
terms as shall be established by the Trustees.

      Section 4.5. Voting by Shareholders.  (a) Shareholders shall not have
the power to vote on any matter except: (i) for the election or removal of
Trustees to the extent and as provided in Article V hereof, and (ii) with
respect to such additional matters relating to the Trust as may be required
by law or as the Trustees may consider and determine necessary or desirable.

      (b) Each whole Share shall entitle the holder thereof to one vote as to
any matter on which the holder in entitled to vote, and each fractional Share
shall be entitled to a proportionate fractional vote. There shall be no
cumulative voting in the election of Trustees or on any other matter
submitted to a vote of the Shareholders. Shares may be voted in person or by
proxy. Until Shares of the Trust or any Class are issued, the Trustees may
exercise all rights of Shareholders of the Trust or such Class and may take
any action required or permitted by law, this Declaration or the By-Laws of
the Trust to be taken by Shareholders of the Trust or Class.
      (c) On any matter submitted to a vote of the Shareholders of the Trust,
all Shares of all Classes then entitled to vote shall be voted together,
except that (i) when required by the 1940 Act to be voted by an individual
Class, Shares shall be voted by an individual Class, and (ii) when the
Trustees have determined that the matter affects only the interests of
Shareholders of one or more Classes, only Shareholders of such one or more
Classes shall be entitled to vote thereon.

      Section 4.6. Meetings.  Meetings of the Shareholders of the Trust or of
any one or more Classes may be called and held from time to time for the
purpose of taking action upon any matter requiring the vote or authority of
the Shareholders as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. The Trustees may set in the By-Laws
provisions relating to the calling and holding of meetings (including the
holding of meetings by electronic or other similar means), notice of
meetings, record dates, place of meetings, conduct of meetings, voting by
proxy, postponement or adjournment of meetings and related matters.

      Section 4.7. Quorum and Action.  (a) The Trustees shall set forth in
the By-Laws the quorum required for the transaction of business by the
Shareholders at a meeting, which quorum shall in no event be less than the
holders of thirty percent (30%) of the Shares entitled to vote at such
meeting. If a quorum is present when a duly called and held meeting is
convened, the Shareholders present may continue to transact business until
adjournment, even though the withdrawal of a number of Shareholders
originally present leaves less than the proportion or number otherwise
required for a quorum.

      (b) The Shareholders shall take action by the affirmative vote of the
holders of Shares representing a majority, except in the case of the election
of Trustees which shall only require a plurality, of votes cast at a meeting
of Shareholders at which a quorum is present, except as may be otherwise
required by applicable law or any provision of this Declaration or the
By-Laws.

      Section 4.8. Action by Written Consent in Lieu of Meeting of
Shareholders.  Any action required or permitted to be taken at a meeting of
the Shareholders may be taken, if so directed by the Trustees, without a
meeting by written action executed by Shareholders, as of a record date
specified in accordance with the By-Laws, holding not less than the minimum
number of Shares that would have been necessary to take the action at a
meeting, assuming that all of the Shareholders entitled to vote on that
action were present and voting at that meeting. The written action shall be
effective when it has been executed by the requisite number of Shareholders
and delivered to the Secretary of the Trust, unless a different effective
time is provided in the written action. Such a consent may be executed and
delivered by electronic means in accordance with any procedures that may be
adopted by the Trustees from time to time.

      Section 4.9.  Classes of Shares.  The Trustees hereby establish the
following Classes of shares: Class A, Class B and Class C.  The Trustees may
from time to time authorize the division of Shares of the Trust into
additional Classes. The relative rights, preferences, privileges,
limitations, restrictions and other relative terms of a Class shall be
established and designated by the Trustees and may be modified by the
Trustees from time to time. All Shares of a Class shall be identical with
each other and with the Shares of each other Class except for such variations
between Classes as may be authorized by the Trustees from time to time and
not prohibited by the 1940 Act, including, without limitation, as to
qualifications for ownership, minimum purchase amounts, minimum account size,
purchase price, fees and expenses, right of redemption, and the price, terms
and manner of redemption, conversion and exchange rights and special and
relative rights as to dividends and on liquidation. The number of authorized
Shares of each Class and the number of Shares of each Class that may be
issued shall be unlimited. The Trustees may divide or combine the issued
Shares of any Class into a greater or lesser number; classify or reclassify
any issued Shares of any Class into one or more Classes; combine two or more
Classes into a single Class; terminate any one or more Classes of Shares;
change the name or other designation of a Class; and take such other action
with respect to the Classes as the Trustees may deem desirable. To the extent
necessary or appropriate to give effect to the preferences and special or
relative rights and privileges or expenses or liabilities of any Classes, the
Trustees may allocate assets, liabilities, income and expenses of the Trust
to a particular Class or apportion the same among two or more Classes. All
references to Shares in this Declaration shall be deemed to include
references to Shares of any or all Classes as the context may require.

      The establishment and designation of any Class of Shares shall be made
either by the vote of a majority of the Trustees or upon the execution by a
majority of the Trustees of an instrument, in each case setting forth such
establishment and designation, the effective date of such establishment and
establishment and designation and the relative rights, preferences,
privileges, limitations, restrictions and other relative terms of such Class,
whether directly in such resolution or instrument or by reference to one or
more documents or instruments outside this Declaration and outside the
resolutions, as the same may be in effect from time to time, including any
Prospectus relating to such Class. Any such instrument executed by a majority
of the Trustees, or, with respect to an establishment and designation made by
vote of the Trustees, an instrument setting forth such resolutions and
certified by either the Secretary or an Assistant Secretary of the Trust (in
each case, a "Designation"), shall further be filed in accordance with the
provisions of Section 11.2 hereof. Additions or modifications to a
Designation, including, without limitation any termination of an existing
Class, shall be made in the same manner as is permitted for the establishment
and designation of such Class.

      Section 4.10. Disclosure of Shareholder Holdings. The holders of Shares
or other securities of the Trust shall upon demand disclose to the Trust in
writing such information with respect to direct and indirect ownership of
Shares or other securities of the Trust as the Trustees deem necessary to
comply with the provisions of the Code; to comply with the requirements of
any other law or regulation; or as the Trustees may otherwise decide, and
ownership of Shares may be disclosed by the Trust if so required by
applicable law or as the Trustees may otherwise decide.

      Section 4.11. Access to Trust Records. Except to the extent otherwise
required by law, Shareholders shall only have such right to inspect the
records, documents, accounts and books of the Trust as may be granted from
time to time by the Trustees.

      Section 4.12. Communications with Shareholders. Any notices, reports,
statements, or communications with Shareholders of any kind required under
this Declaration, including any such communications with Shareholders or
their counsel or other representatives required under Section 9.8 hereof, or
otherwise made by the Trust or its agents on behalf of the Trust shall be
governed by the provisions pertaining thereto in the By-Laws.

                                  ARTICLE V

                                 THE TRUSTEES

      Section 5.1. Management of the Trust.  The business and affairs of the
Trust shall be managed under the direction of the Trustees, and they shall
have all powers necessary and desirable to carry out that responsibility,
including, without limitation, those powers described more fully in Article
VI hereof.

      Section 5.2. Qualification and Number.  Each Trustee shall be a natural
person. A Trustee need not be a citizen of the United States or a resident of
the Commonwealth of Massachusetts. By a majority vote or consent of the
Trustees as may then be in office, the Trustees may from time to time
establish the number of Trustees. No decrease in the number of Trustees shall
have the effect of removing any Trustee from office prior to the expiration
of his term, but the number of Trustees may be decreased in conjunction with
the removal of a Trustee pursuant to Section 5.4 hereof.

      Section 5.3. Term and Election.  Except as provided in Section 5.4
below, each Trustee shall hold office until the next meeting of Shareholders
called for the purpose of considering the election or re-election of such
Trustee or of a successor to such Trustee, and until his successor, if any,
is elected, qualified and serving as a Trustee hereunder. Any Trustee vacancy
may be filled by the affirmative vote or consent of a majority of the
Trustees then in office, except as prohibited by the 1940 Act, or, if for any
reason there are no Trustees then in office, vacancies may be filled by the
officers of the Trust elected pursuant to Section 6.2(b)(iii) hereof, or may
be filled in any other manner permitted by the 1940 Act.

      Section 5.4. Resignation, Retirement and Removal.  Any Trustee may
resign or retire as a Trustee by an instrument in writing signed by him and
delivered or mailed to the Chair, if any, the President or the Secretary, and
such resignation or retirement shall be effective upon such delivery, or at a
later date according to the terms of the instrument. The Trustees may adopt
policies from time to time relating to the terms of office and or retirement
of the Trustees. Any Trustee who has who has become incapacitated by illness
or injury as determined by a majority of the other Trustees or declared
incompetent by a court of appropriate jurisdiction, may be retired by written
instrument signed by a majority of the other Trustees. Except as aforesaid,
any Trustee may be removed from office only (i) by action of at least
two-thirds (2/3) of the voting power of the Outstanding Shares, or (ii) by
the action of at least two-thirds (2/3) of the remaining Trustees, specifying
the date when such removal shall become effective. Except to the extent
expressly provided in a written agreement to which the Trust is a party or in
a written policy adopted by the Trustees, no resigning or removed Trustee
shall have any right to any compensation for any period following his
resignation or removal, or any right to damages on account of such
resignation or removal.

      Section 5.5. Vacancies.  The death, resignation, retirement, removal,
or incapacity of one or more of the Trustees, or all of them, shall not
operate to annul the Trust or to revoke any existing agency created pursuant
to the terms of this Declaration. Whenever a vacancy in the number of
Trustees shall occur, until such vacancy is filled as provided herein, or the
number of Trustees as fixed is reduced, the Trustees in office, regardless of
their number, shall have all the powers granted to the Trustees, and during
the period during which any such vacancy shall occur, only the Trustees then
in office shall be counted for the purposes of the existence of a quorum or
any action to be taken by such Trustees.

      Section 5.6.  Ownership of Assets of the Trust. 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 right, title and interest in the assets of the Trust shall at
all times be considered as automatically vested in the Trustees as shall be
from time to time in office. Upon the resignation, retirement, removal,
incapacity or death of a Trustee, such Trustee shall automatically cease to
have any right, title or interest in any of the Trust property, and the
right, title and interest of such Trustee in the Trust property shall vest
automatically in the remaining Trustees. Such vesting and cessation of title
shall be effective without the execution or delivery of any conveyance or
other instrument. No Shareholder shall be deemed to have a severable
ownership in any individual asset of the Trust or any right of partition or
possession thereof.

                                  ARTICLE VI

                              POWERS OF TRUSTEES

      Section 6.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust
but with full powers of delegation, except as may otherwise be expressly
prohibited by this Declaration. The Trustees shall have the power to direct
the business and affairs of the Trust and carry on the Trust's operations and
maintain offices both within and outside the Commonwealth of Massachusetts,
and to do or authorize all such other things and execute or authorize the
execution of all such instruments as they deem necessary, proper or desirable
in order to promote the interests of the Trust. With respect to any power or
authority of the Trustees hereunder, whether stated or implied, the Trustees
shall have all further powers and authority as may be necessary, incidental,
relative, conducive, appropriate or desirable for the accomplishment,
carrying out or attainment of any action authorized by the Trustees. In
construing the provisions of this Declaration, the presumption shall be in
favor of a grant of power to the Trustees. Without limiting the foregoing,
the Trustees shall have power and authority to operate and carry on the
business of an investment company and the Trustees shall exercise all the
powers as are necessary, convenient, appropriate, incidental or customary in
connection therewith and may exercise all powers which are ordinarily
exercised by the trustees of a business trust. The enumeration of any
specific power herein shall not be construed as limiting the aforesaid
general powers. Such powers of the Trustees may be exercised without order of
or resort to any court. Whenever in this Declaration the Trustees are given
authority to act on behalf of the Trust or to direct, authorize or cause the
Trust to take any action, such power and authority shall apply, mutatis
mutandis, to any action of the Trust on behalf of any Class.

      Section 6.2.  Certain Specific Powers.  (a)  Investments. The Trustees
shall not in any way be bound or limited by present or future laws, rules,
regulations, or customs in regard to investments by fiduciaries, but shall
have full authority and power to authorize the Trust to make, invest and
reinvest in, to buy or otherwise acquire, to hold, for investment or
otherwise, to borrow, to sell, terminate, exercise or otherwise dispose of,
to lend or to pledge, to write, enter into, engage, trade or deal in any and
all investments or investment strategies as they may deem proper at any time
and from time to time to accomplish the purpose of the Trust. In furtherance
of, and in no way limiting, the foregoing, the Trustees shall have power and
authority to authorize the Trust:

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

            (ii) to hold any security or property in a form not indicating
      any trust, whether in bearer, unregistered or other negotiable form or
      either in the Trust's name or in the name of a custodian or a nominee
      or nominees;

            (iii) to exercise all rights, powers and privileges of ownership
      or interest in all securities and other assets included in the Trust
      Property, including the right to vote thereon and otherwise act with
      respect thereto and to do all acts for the preservation, protection,
      improvement and enhancement in value of all such assets;

            (iv) to acquire (by purchase, lease or otherwise) and to hold,
      use, maintain, develop and dispose of (by sale or otherwise) any
      property, real or personal, tangible or intangible, including cash,
      securities, currencies, any commodities, and any interest therein;

            (v) to borrow money for any purpose and in this connection issue
      notes or other evidence of indebtedness;

            (vi) to secure borrowings by mortgaging, pledging or otherwise
      subjecting as security all or any portion of the Trust Property;

            (vii) to endorse, guarantee, or undertake the performance of any
      obligation or engagement of any other Person;

            (viii) to lend money or any other Trust Property;

            (ix) to aid by further investment any corporation, company,
      trust, association or firm, any obligation of or interest in which is
      included in the Trust Property or in the affairs of which the Trustees
      have any direct or indirect interest;

            (x) to do all acts and things designed to protect, preserve,
      improve or enhance the value of such obligation or interest;

            (xi) to guarantee or become surety on any or all of the
      contracts, stocks, bonds, notes, debentures and other obligations of
      any such corporation, company, trust, association or firm;

            (xii) to consent to or participate in any plan for the
      reorganization, consolidation or merger of any corporation or issuer,
      any security or property of which is held in the Trust;

            (xiii) to consent to any contract, lease, mortgage, purchase, or
      sale of property by such corporation or issuer;

            (xiv) to pay calls or subscriptions with respect to any security
      held in the Trust; and

            (xv) to join with other security holders in acting through a
      committee, depositary, voting trustee or otherwise, and in that
      connection to deposit any security 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.

            (b)  Additional Powers. The Trustees shall have the power and
      authority on behalf of the Trust:

            (i) to employ, engage or contract with, or make payments to, such
      Persons as the Trustees may deem desirable for the transaction of the
      business of the Trust, including, without limitation, any Trustee or
      officer of the Trust or any firm of which any such Trustee or officer
      is a member, whether as agents or independent contractors of the Trust,
      or as delegates of the Trustees, officers, or any other Person who may
      be involved with the management of the business affairs of the Trust,
      to have such titles, and such rights, powers and duties as the Trustees
      may determine from time to time, and to terminate any such employment,
      engagement or contract or other relationship;

            (ii) to authorize the Trust to enter into joint ventures,
      partnerships and any other combinations or associations;

            (iii) to elect and remove such officers as they consider
      appropriate;

            (iv) to authorize the Trust to indemnify any person with whom the
      Trust has dealings, including, without limitation, any investment
      adviser or sub-adviser, distributor, administrator or
      sub-administrator, custodian or sub-custodian, transfer agent or
      sub-transfer agent and selected dealers, to such extent as the Trustees
      shall determine;

            (v) to authorize the Trust to purchase, and pay for out of Trust
      Property, (A) insurance policies insuring the Shareholders, Trustees,
      officers, employees and any other Persons, including, without
      limitation, any agents, investment advisers, distributors,
      administrators, selected dealers or independent contractors of the
      Trust, against any or all claims arising by reason of holding any such
      position or by reason of any action taken or omitted by any such Person
      in such capacity whether or not the Trust would have the power to
      indemnify such Person against such liability, (B) insurance for the
      protection of Trust Property, (C) insurance as may be required by
      applicable law, or (D) such other insurance as the Trustees shall deem
      advisable, in each case as the Trustees shall determine;

            (vi) to authorize the Trust to establish pension, profit-sharing,
      share purchase, and other retirement, incentive and benefit plans,
      including the purchasing of life insurance and annuity contracts as a
      means of providing such retirement and other benefits, for any
      Trustees, officers, employees and agents of the Trust;

            (vii) to authorize the Trust to guarantee indebtedness or
      contractual obligations of others;

            (viii) to determine and change the fiscal year of the Trust and
      the method by which its accounts shall be kept;

            (ix) to adopt a seal for the Trust, but the absence of such seal
      shall not impair the validity of any instrument executed on behalf of
      the Trust; and

            (x) to engage in any other lawful act or activity in connection
      with or incidental to any of the powers enumerated in this Declaration,
      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 herein 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.

      (c)  The foregoing enumeration of the powers and authority of the
Trustees shall be read as broadly and liberally as possible, it being the
intent of the foregoing in no way to limit the Trustees' powers and authority.

      Section 6.3. Issuance and Repurchase of Shares. The Trustees shall have
the power to authorize the Trust to issue, sell, repurchase, redeem, retire,
cancel, acquire, hold, resell, reissue, dispose of, transfer, and otherwise
deal in Shares and in any options, warrants or other rights to purchase
Shares or any other interests in the Trust other than Shares.

      Section 6.4.  Delegation; Committees. The Trustees shall have power to
delegate from time to time to one or more of their number or to officers,
employees or agents of the Trust the doing of such things and the execution
of such instruments either in the name of the Trust or the names of the
Trustees or otherwise as the Trustees may deem expedient, except to the
extent such delegation is prohibited by the 1940 Act.

      Without limiting the foregoing, and notwithstanding any provisions
herein to the contrary, the Trustees may by resolution appoint committees
consisting of one or more, or the whole number of, Trustees then in office
and such other members as the Trustees shall approve, which committees may be
empowered to act for and bind the Trustees and the Trust, as if the acts of
such committees were the acts of all the Trustees then in office.

      Section 6.5. Collection and Payment. The Trustees shall have the power
to authorize the Trust or its agents to: collect all money or other property
due to the Trust; to pay all claims, including taxes, against the Trust
Property; to prosecute, defend, arbitrate, compromise or abandon any claims
relating to the Trust Property; to foreclose any security interest securing
any obligations, by virtue of which any money or other property is owed to
the Trust; and to enter into releases, agreements and other instruments; but
the Trustees shall have no liability for failing to authorize the Trust to do
any of the foregoing.

      Section 6.6. Expenses. The Trustees shall have the power to authorize
the Trust to incur and pay any expenses which, in the opinion of the
Trustees, are necessary or incidental to carry out any of the purposes of
this Declaration, to pay compensation from the funds of the Trust to
themselves as Trustees and to reimburse themselves from the funds of the
Trust for their expenses and disbursements. The Trustees shall fix the
compensation of all officers, employees and Trustees.

      Section 6.7. Manner of Acting. Except as otherwise provided herein,
under applicable law or in the By-Laws, any action to be taken or
determination made by the Trustees may be taken or made by a majority of the
Trustees present at a meeting of Trustees (a quorum being present), including
any meeting held by means of a conference telephone circuit or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, or by written consents of a majority of Trustees
then in office. Any such action or determination may be made by reference to
one or more documents or instruments or policies or procedures outside this
Declaration and outside the resolutions of the Trustees. Except as set forth
specifically in this Declaration, any action that may be taken by the
Trustees may be taken by them in their sole discretion and without the vote
or consent of Shareholders.

      Section 6.8. By-Laws. The Trustees may adopt By-Laws not inconsistent
with this Declaration to provide for the conduct of the business of the Trust
and shall have the exclusive power to amend or repeal such By-Laws.

      Section 6.9. Principal Transactions. Except in transactions not
permitted by the 1940 Act, the Trustees may authorize the Trust to buy any
securities or other assets from or sell or lend any securities or other
assets of the Trust to, any affiliate of the Trust or any account managed by
an affiliate of the Trust, any Trustee or officer of the Trust or any firm of
which any such Trustee or officer is a member acting as principal, or have
any such dealings with any investment adviser (or sub-adviser), distributor,
administrator (or sub-administrator), custodian (or sub-custodian), transfer
agent or (sub-transfer agent) or affiliate of the Trust or any account
managed by an affiliate of the Trust.

      Section 6.10. Effect of Trustees' Determination. Any action taken or
determination made by or pursuant to the direction of the Trustees in good
faith and consistent with the provisions of this Declaration shall be final
and conclusive and shall be binding upon the Trust, every holder at any time
of Shares and any other Person.

                                 ARTICLE VII

                              SERVICE PROVIDERS

      Section 7.1. Investment Adviser and Administrator. The Trust may enter
into contracts with one or more Persons, to act as investment adviser,
investment sub-adviser, manager, administrator, sub-administrator or other
agent, and as such to perform such functions as the Trustees may deem
reasonable and proper, including, without limitation, investment advisory,
management, research, valuation of assets, clerical and administrative
functions, under such terms and conditions, and for such compensation, as the
Trustees may deem advisable. The Trustees may also authorize any adviser or
sub-adviser to employ one or more sub-advisers from time to time and any
administrator to employ one or more sub-administrators from time to time,
upon such terms and conditions as shall be approved by the Trustees.

      Section 7.2. Underwriter; Transfer Agent; Shareholder Servicing Agent;
Custodian. The Trust may enter into a contract or contracts with one or more
Persons to act as underwriters, distributors or placement agents whereby the
Trust may either agree to sell Shares of the Trust or any Class to the other
party or parties to the contract or appoint such other party or parties its
sales agent or agents for such Shares and with such other provisions as the
Trustees may deem reasonable and proper, and the Trust may from time to time
enter into transfer agency, sub-transfer agency and/or shareholder servicing
contract(s), in each case with such terms and conditions, and providing for
such compensation, as the Trustees may deem advisable.

      All securities and cash of the Trust shall be held pursuant to a
written contract or contracts with one or more custodians and subcustodians
or shall otherwise be held in accordance with the 1940 Act.

      Section 7.3. Parties to Contract. Any contract of the character
described in this Article VII may be entered into with any Person, including,
without limitation, the investment adviser, any investment sub-adviser or an
affiliate of the investment adviser or sub-adviser, although one or more of
the Trustees, officers, or Shareholders of the Trust may be an officer,
director, trustee, shareholder, or member of such other party to the
contract, or otherwise interested in such contract, and no such contract
shall be invalidated or rendered voidable by reason of the existence of any
such relationship, nor shall any Person holding such relationship be liable
merely by reason of such relationship for any loss or expense to the Trust
under or by reason of said contract or accountable for any profit realized
directly or indirectly therefrom, provided that the contract when entered
into was not inconsistent with the provisions of this Article VII or the
By-Laws. The same Person may be a party to more than one contract entered
into pursuant to this Article VII and any individual may be financially
interested or otherwise affiliated with Persons who are parties to any or all
of the contracts mentioned in this Article VII.

      Section 7.4. Further Authority of Trustees. The authority of the
Trustees hereunder to authorize the Trust to enter into contracts or other
agreements or arrangements shall include the authority of the Trustees to
modify, amend, waive any provision of, supplement, assign all or a portion
of, novate, or terminate such contracts, agreements or arrangements. The
enumeration of any specific contracts in this Article VII shall in no way be
deemed to limit the power and authority of the Trustees as set forth in
Section 6.2 hereof to authorize the Trust to employ, contract with or make
payments to such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust.

                                 ARTICLE VIII

         DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE

      Section 8.1. Distributions. The Trustees may from time to time declare
and authorize the payment of, or may prescribe and set forth in a duly
adopted vote or votes of the Trustees, the bases and time or frequency, which
may be monthly or otherwise, for the declaration and payment of, such
dividends and distributions on Shares of a particular Class as they may deem
necessary or desirable, after providing for actual and accrued expenses and
liabilities (including such reserves as the Trustees may establish)
determined in accordance with good accounting practices. All dividends and
distributions on Shares of a particular Class shall be distributed pro rata
to the Shareholders of that Class in proportion to the number of Shares of
that Class held by such Shareholders at the date and time of record for the
payment of such dividends or distributions, subject to any variations with
respect to Classes of Shares, if any, and in a manner consistent with the
1940 Act and the Code. Such distributions may be paid in cash and/or in
securities or other property, and the composition of any such distribution
shall be determined by the Trustees and may be different among Shareholders
(including differences among Shareholders in the same Class).

      Section 8.2. Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. The Trust shall redeem the Shares of the Trust or any Class
thereof at the price determined as hereinafter set forth, at such offices or
agencies and in accordance with such conditions, not inconsistent with the
1940 Act, regarding the redemption of Shares as may be described in the
applicable Prospectus.

      Section 8.3. Redemption Price. Shares of each Class shall be redeemed
at their net asset value determined as set forth in Section 8.7 hereof as of
such time as the Trustees shall have theretofore prescribed, less such fees
and/or charges, if any, as may be established by the Trustees from time to
time.

      Section 8.4. Payment. Payment of the redemption price of Shares of any
Class shall be made in cash or in property or any combination thereof, and
the composition of any such payment may be different among Shareholders
(including differences among Shareholders in the same Class), at such time
and in the manner as may be specified from time to time in the applicable
Prospectus. In no event shall the Trust be liable for any delay of any other
person in transferring securities or other property selected for delivery as
all or part of any such payment.

      Section 8.5. Redemption of Shareholder's Interest By Action of Trust.
Subject to the provisions of the 1940 Act, the Trust may redeem some or all
of the Shares of the Trust or one or more Classes held by any Shareholder for
any reason and under terms set by the Trustees, including by way of
illustration, for the following reasons:

      (a) the value of such Shares held by such Shareholder being less than
      the minimum amount established from time to time by the Trustees;

      (b) the determination that direct or indirect ownership of Shares by
      any person has become concentrated in such Shareholder to any extent
      that would disqualify the Trust as a regulated investment company under
      the Code;

      (c) the failure of a Shareholder to supply a tax identification or
      other identification or if the Trust is unable to verify a
      Shareholder's identity,

      (d) the failure of a Shareholder to pay when due for the purchase of
      Shares issued to such Shareholder;

      (e) the failure of a Shareholder to meet or maintain the qualifications
      for ownership of a particular Class;

      (f)  the payment of account fees or other charges, expenses and/or fees
      as set by the Trustees, including without limitation any small account
      fees permitted by Section 4.4 hereof;

      (g) the determination that ownership of Shares by a particular
      Shareholder is not in the best interests of the remaining Shareholders
      of the Trust or applicable Class;

      (h) the failure of a holder of Shares or other securities of the Trust
      to comply with a demand pursuant to Section 4.10 hereof;

      (i)  in connection with the termination of any Class; or

      (j) when the Trust is requested or compelled to do so by governmental
      authority or applicable law.

      Section 8.6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares to require the Trust to redeem
Shares to the extent permissible under the 1940 Act.

      Section 8.7. Determination of Net Asset Value; Valuation of Portfolio
Assets. The Trustees may from time to time prescribe such bases and times for
determining the per Share net asset value of the Shares of the Trust or any
Class thereof and may prescribe or approve the procedures and methods for
determining the value of portfolio assets as they may deem necessary or
desirable.

      The Trust may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Shares to require the
Trust to redeem Shares.

      Section 8.8. Constant Net Asset Value. If the Trust holds itself out as
a money market or stable value fund, the Trustees shall have the power to
reduce the number of Outstanding Shares of the Trust by reducing the number
of Shares in the account of each Shareholder on a pro rata basis, or to take
such other measures as are not prohibited by the 1940 Act, so as to maintain
the net asset value per share of the Trust at a constant dollar amount.

      Section 8.9  Reserves. The Trustees may set apart, from time to time,
out of any funds of the Trust of funds allocable to a Class thereof a reserve
or reserves for any proper purpose, and may abolish any such reserve.

      Section 8.10. Determination by Trustees. The Trustees may make any
determinations they deem necessary with respect to the provisions of this
Article VIII, including, but not limited to, the following matters: the
amount of the assets, obligations, liabilities and expenses of the Trust; the
amount of the net income of the Trust from dividends, capital gains, interest
or other sources for any period and the amount of assets at any time legally
available for the payment of dividends or distributions; which items are to
be treated as income and which as capital; the amount, purpose, time of
creation, increase or decrease, alteration or cancellation of any reserves or
charges and the propriety thereof (whether or not any obligation or liability
for which such reserves or charges were created shall have been paid or
discharged); the market value, or any other price to be applied in
determining the market value, or the fair value, of any security or other
asset owned or held by the Trust; the number of Shares of the Trust issued or
issuable; the net asset value per Share; and any of the foregoing matters as
it may pertain to any Class.

                                  ARTICLE IX

                 LIMITATION OF LIABILITY AND INDEMNIFICATION

      Section 9.1. No Personal Liability of and Indemnification of
Shareholders. No personal liability for any debt, liability or obligation or
expense incurred by, contracted for, or otherwise existing with respect to,
the Trust or any Class shall attach to any Shareholder or former Shareholder
of the Trust. In case any Shareholder or former Shareholder of the Trust
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 his 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 assets of the Trust to be held harmless from and indemnified
against all loss and expense arising from such liability; provided, however,
there shall be no liability or obligation of the Trust arising hereunder to
reimburse any Shareholder for taxes paid by reason of such Shareholder's
ownership of any Shares or for losses suffered by reason of any changes in
value of any Trust assets. The Trust shall, upon request by the Shareholder
or former Shareholder, assume the defense of any claim made against the
Shareholder for any act or obligation of the Trust and satisfy any judgment
thereon.

      Section 9.2. Limitation of Liability of Trustees and Others. (a) No
Liability to Third Parties. No person who is or has been a Trustee, officer,
or employee of the Trust shall be subject to any personal liability
whatsoever to any person, other than the Trust or its Shareholders, in
connection with the affairs of the Trust; and all persons shall look solely
to the Trust Property for satisfaction of claims of any nature arising in
connection with the affairs of the Trust.

      Every note, bond, contract, instrument, certificate, Share or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the
Trust shall be conclusively deemed to have been executed or done only in or
with respect to their or his or her capacity as Trustees or Trustee and
neither such Trustees or Trustee nor the Shareholders shall be personally
liable thereon.

      All persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Trust for payment
under such credit, contract or claim; and neither the Shareholders nor the
Trustees, nor any of the Trust's officers, employees or agents, whether past,
present or future, shall be personally liable therefore.

      (b) Limitation of Liability to Trust and Shareholders. No person who is
or has been a Trustee, officer or employee of the Trust shall be liable to
the Trust or to any Shareholder, Trustee, officer, employee, or agent of the
Trust for any action or failure to act (including without limitation the
failure to compel in any way any former or acting Trustee to redress any
breach of trust) except for his or her own bad faith, willful misfeasance,
gross negligence or reckless disregard of his or her duties involved in the
conduct of the individual's office, and for nothing else and shall not be
liable for errors of judgment or mistakes of fact or law.

      (c) No Liability for Acts of Others. Without limiting the foregoing
limitations of liability contained in this Section 9.2, a Trustee shall not
be responsible for or liable in any event for any neglect or wrongdoing of
any officer, employee, investment adviser, sub-adviser, principal
underwriter, custodian or other agent of the Trust, nor shall any Trustee be
responsible or liable for the act or omission of any other Trustee (or for
the failure to compel in any way any former or acting Trustee to redress any
breach of trust), except in the case of such Trustee's own willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office.

      (d) Notice in Instruments. Every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers
or officer on behalf of the Trust shall give notice that this Declaration is
on file with the Secretary of State of the Commonwealth of Massachusetts,
shall recite that the same was executed or made by or on behalf of the Trust
by them as Trustees or as officers and not individually and that the
obligations of such instrument are not binding upon any of them or the
Shareholders individually but are binding only upon the assets and property
of the Trust, and may contain such further recitals as they or he or she may
deem appropriate, but the omission thereof shall not operate to bind any
Trustees or officers or Shareholders individually.

      Section 9.3.  Experts; No Bond or Surety. The Trustees may rely upon
advice of counsel or other experts with respect to the meaning and operation
of this Declaration and their duties as Trustees hereunder, and shall be
under no liability for any act or omission in accordance with such advice or
for failing to follow such advice. 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 registered public accounting firm
and (with respect to the subject matter of the contract involved) any
officer, partner or responsible employee of any other party to any contract
entered into hereunder. The appointment, designation or identification of a
Trustee as chair of the Trustees, a member or chair of a committee of the
Trustees, an expert on any topic or in any area (including an audit committee
financial expert), or the lead independent Trustee, or any other special
appointment, designation or identification of a Trustee, shall not impose on
that person any standard of care or liability that is greater than that
imposed on that person as a Trustee in the absence of the appointment,
designation or identification, and no Trustee who has special skills or
expertise, or is appointed, designated or identified as aforesaid, shall be
held to a higher standard of care by virtue thereof. In addition, no
appointment, designation or identification of a Trustee as aforesaid shall
affect in any way that Trustee's rights or entitlement to indemnification or
advancement of expenses. The Trustees shall not be required to give any bond
as such, nor any surety if a bond is required.

      Section 9.4. Liability of Third Persons Dealing with the Trust or
Trustees. No person dealing with the Trust or the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made or to be
made by the Trust or Trustees or to see to the application of any payments
made or property transferred to the Trust or upon its order.

      Section 9.5. Indemnification and Advancement of Expenses. Subject to
the exceptions and limitations contained in this Section 9.5, every person
who is, or has been, a Trustee, officer, or employee of the Trust, including
persons who serve at the request of the Trust as directors, trustees,
officers, employees or agents of another organization in which the Trust has
an interest as a shareholder, creditor or otherwise (hereinafter referred to
as a "Covered Person"), shall be indemnified by the Trust to the fullest
extent permitted by law against liability and against all expenses reasonably
incurred or paid by him or in connection with any claim, action, suit or
proceeding in which he becomes involved as a party or otherwise by virtue of
his being or having been such a Trustee, director, officer, employee or agent
and against amounts paid or incurred by him in settlement thereof.

      No indemnification shall be provided hereunder to a Covered Person to
the extent such indemnification is prohibited by applicable federal law.

      The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any
other rights to which any Covered Person may now or hereafter be entitled,
shall continue as to a person who has ceased to be such a Covered Person and
shall inure to the benefit of the heirs, executors and administrators of such
a person.

      Subject to applicable federal law, expenses of preparation and
presentation of a defense to any claim, action, suit or proceeding subject to
a claim for indemnification under this Section 9.5 shall be advanced by the
Trust prior to final disposition thereof upon receipt of an undertaking by or
on behalf of the recipient to repay such amount if it is ultimately
determined that he is not entitled to indemnification under this Section 9.5.

      To the extent that any determination is required to be made as to
whether a Covered Person engaged in conduct for which indemnification is not
provided as described herein, or as to whether there is reason to believe
that a Covered Person ultimately will be found entitled to indemnification,
the Person or Persons making the determination shall afford the Covered
Person a rebuttable presumption that the Covered Person has not engaged in
such conduct and that there is reason to believe that the Covered Person
ultimately will be found entitled to indemnification.

      As used in this Section 9.5, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, demands, actions, suits,
investigations, regulatory inquiries, proceedings or any other occurrence of
a similar nature, whether actual or threatened and whether civil, criminal,
administrative or other, including appeals, and the words "liability" and
"expenses" shall include without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other liabilities.

      Section 9.6. Further Indemnification. Nothing contained herein shall
affect any rights to indemnification to which any Covered Person or other
Person may be entitled by contract or otherwise under law or prevent the
Trust from entering into any contract to provide indemnification to any
Covered Person or other Person. Without limiting the foregoing, the Trust
may, in connection with the acquisition of assets subject to liabilities
pursuant to Section 4.2 hereof or a merger or consolidation pursuant to
Section 10.2 hereof, assume the obligation to indemnify any Person including
a Covered Person or otherwise contract to provide such indemnification, and
such indemnification shall not be subject to the terms of this Article IX.

      Section 9.7. Amendments and Modifications. Without limiting the
provisions of Section 11.1(b) hereof, in no event will any amendment,
modification or change to the provisions of this Declaration or the By-Laws
adversely affect in any manner the rights of any Covered Person to (a)
indemnification under Section 9.5 hereof in connection with any proceeding in
which such Covered Person becomes involved as a party or otherwise by virtue
of being or having been a Trustee, officer or employee of the Trust or (b)
any insurance payments under policies maintained by the Trust, in either case
with respect to any act or omission of such Covered Person that occurred or
is alleged to have occurred prior to the time such amendment, modification or
change to this Declaration or the By-Laws.

      Section 9.8. Derivative Actions. (a) The purpose of this Section 9.8 is
to protect the interests of the Trust and its Shareholders by establishing a
process that will permit legitimate inquiries and claims to be made and
considered while avoiding the time, expense, distraction and other harm that
can be caused to the Trust and its Shareholders as a result of spurious
shareholder demands and derivative actions.

      (b) No Shareholder may bring a derivative or similar action or
proceeding in the right of the Trust or any Class to recover a judgment in
its favor (a "derivative action") unless each of the following conditions is
met:

            (i) Each complaining Shareholder was a Shareholder of the Trust
      and of any Class on behalf of or in the right of which the derivative
      action is proposed to be brought (the "affected Class") at the time of
      the action or failure to act complained of, or acquired the Shares
      afterwards by operation of law from a Person who was a Shareholder at
      that time;

            (ii) Each complaining Shareholder was a Shareholder of the Trust
      and of any affected Class at the time the demand required by
      subparagraph (iii) below was made;

            (iii) Prior to the commencement of such derivative action, the
      complaining Shareholders have made a written demand on the Trustees
      requesting that the Trustees cause the Trust to file the action itself
      on behalf of the Trust or the affected Class (a "demand"), which demand
      (A) shall be executed by or on behalf of no less than five complaining
      Shareholders, each of which shall be unaffiliated and unrelated (by
      blood or by marriage) to any other complaining Shareholder executing
      such written demand and (B) shall include at least the following:

                  (1) a detailed description of the action or failure to act
            complained of, the facts upon which each such allegation is made
            and the reasonably estimated damages or other relief;

                  (2) a statement to the effect that the complaining
            Shareholders believe in good faith that they will fairly and
            adequately represent the interests of similarly situated
            Shareholders in enforcing the right of the Trust or the affected
            Class and an explanation of why the complaining Shareholders
            believe that to be the case;

                  (3) a certification that the requirements of sub-paragraphs
            (i) and (ii) of this paragraph (b) have been met, as well as
            information reasonably designed to allow the Trustees to verify
            that certification;

                  (4) a list of all other derivative or class actions in
            which any of the complaining Shareholders is or was a named
            plaintiff, the court in which such action was filed, the date of
            filing, the name of all counsel to any plaintiffs and the outcome
            or current status of such actions;

                  (5) a certification of the number of Shares of the Trust
            and each affected Class owned beneficially or of record by each
            complaining Shareholder at the time set forth in clauses (i),
            (ii) and (iii) of this subsection (b) and an undertaking that
            each complaining Shareholder will be a Shareholder of the Trust
            or the affected Class as of the commencement of and throughout
            the derivative action and will notify the Trust in writing of any
            sale, transfer or other disposition by any of the complaining
            Shareholders of any such Shares within three business days
            thereof; and

                  (6) an acknowledgment of the provisions of paragraphs (d)
            and (e) of this Section 9.8 below;

            (iv) Shareholders owning Shares representing at least five
      percent (5%) of the voting power of the Trust or the affected Class
      must join in bringing the derivative action; and

            (v) A copy of the proposed derivative complaint must be served on
      the Trust, assuming the requirements of sub-paragraphs (i) through (iv)
      above have already been met and the derivative action has not been
      barred in accordance with paragraph (c)(1) below.

      (c) Within 90 calendar days of the receipt of a Shareholder demand
submitted in accordance with the requirements above, those Trustees who are
independent for purposes of considering the demand (the "independent
Trustees") will consider, with the assistance of counsel who may be retained
by such Trustees on behalf and at the expense of the Trust, the merits of the
claim and determine whether maintaining a suit would be in the best interests
of the Trust or the affected Class, as applicable. If, during this 90-day
period, those independent Trustees conclude that a determination as to the
maintenance of a suit cannot reasonably be made within the 90-day period,
those independent Trustees may extend the 90-day period by a period of time
that the independent Trustees consider will be sufficient to permit them to
make such a determination, not to exceed 60 calendar days from the end of the
initial 90-day period (such 90-day period, as may be extended as provided
hereunder, the "review period"). Notice of any such decision to extend the
review period shall be sent in accordance with the provisions of Section 4.12
hereof to the complaining Shareholders, or, the Shareholders' counsel if
represented by counsel, in writing within five business days of any decision
to extend the period. Trustees who are not deemed to be Interested Persons of
the Trust are deemed independent for all purposes, including for the purpose
of approving or dismissing a derivative action. A Trustee otherwise
independent for purposes of considering the demand shall not be considered
not to be independent solely by virtue of (i) the fact that such Trustee
receives remuneration for his service as a Trustee of the Trust or as a
trustee or director of one or more investment companies with the same or an
affiliated investment adviser or underwriter, (ii) the amount of such
remuneration, (iii) the fact that such Trustee was identified in the demand
as a potential defendant or witness, or (iv) the fact that the Trustee
approved the act being challenged in the demand if the act resulted in no
material personal benefit to the Trustee or, if the Trustee is also a
Shareholder, no material personal benefit that is not shared pro rata with
other Shareholders.

            (1) If the demand has been properly made under paragraph (b) of
      this Section 9.8, and a majority of the independent Trustees have
      considered the merits of the claim and have determined that maintaining
      a suit would not be in the best interests of the Trust or the affected
      Class, as applicable, the demand shall be rejected and the complaining
      Shareholders shall not be permitted to maintain a derivative action
      unless they first sustain the burden of proof to the court that the
      decision of the Trustees not to pursue the requested action was not a
      good faith exercise of their business judgment on behalf of the Trust.
      If upon such consideration a majority of the independent Trustees
      determine that such a suit should be maintained, then the appropriate
      officers of the Trust shall either cause the Trust to commence that
      suit and such suit shall proceed directly rather than derivatively, or
      permit the complaining Shareholders to proceed derivatively, provided
      however that any counsel representing the interests of the Trust or the
      affected Class shall be approved by the Trustees. The Trustees, or the
      appropriate officers of the Trust, shall inform the complaining
      Shareholders of any decision reached under this sub-paragraph (1) by
      sending in accordance with the provisions of Section 4.12 hereof
      written notice to each complaining Shareholder, or the Shareholder's
      counsel, if represented by counsel, within five business days of such
      decision having been reached.

            (2) If notice of a decision has not been sent to the complaining
      Shareholder or the Shareholder's counsel within the time permitted by
      paragraph (1) above, and sub-paragraphs (i) through (v) of paragraph
      (b) above have been complied with, the complaining Shareholders shall
      not be barred by this Declaration from commencing a derivative action.

      (d) A complaining Shareholder whose demand is rejected pursuant to
paragraph (c)(1) above shall be responsible for the costs and expenses
(including attorney fees) incurred by the Trust in connection with the
Trust's consideration of the demand if a court determines that the demand was
made without reasonable cause or for an improper purpose. A Shareholder who
commences or maintains a derivative action in violation of this Section 9.8
shall reimburse the Trust for the costs and expenses (including attorneys'
fees) incurred by the Trust in connection with the action if the action is
dismissed on the basis of the failure to comply with this Section 9.8. If a
court determines that any derivative action has been brought without
reasonable cause or for an improper purpose, the costs and expenses
(including attorneys' fees) incurred by the Trust in connection with the
action shall be borne by the Shareholders who commenced the action.

      (e) The Trust shall be responsible for payment of attorneys' fees and
legal expenses incurred by a complaining Shareholder in any circumstances
only if required by law. Any attorneys' fees so incurred by a complaining
Shareholder that the Trust is obligated to pay on the basis of hourly rates
shall be calculated using reasonable hourly rates.

                                  ARTICLE X

                   TERMINATION; MERGERS AND SALE OF ASSETS

      Section 10.1. Termination of Trust or Class. (a) Unless terminated as
provided herein, the Trust shall continue without limitation of time. The
Trust or any Class of the Trust may be terminated at any time by the Trustees
by written notice to the Shareholders of the Trust or such Class as the case
may be.

      (b) Upon the requisite action of the Trustees to terminate the Trust or
such Class, after paying or otherwise providing for all charges, taxes,
expenses and liabilities, whether due or accrued or anticipated, as may be
determined by the Trustees, which may include the establishment of a
liquidating trust or similar vehicle, the Trust shall, in accordance with
such procedures as the Trustees consider appropriate, reduce the remaining
assets of the Trust or assets of the Trust allocable to the particular Class
thereof to distributable form in cash or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Shares of the
Trust or such Class in the manner determined by the Trustees, provided that
Shareholders of a particular Class shall be entitled to receive a pro rata
share of the net assets of the Trust allocable to such Class only. Thereupon,
the Trust or the affected Class shall terminate, and the Trustees and the
Trust shall be discharged of any and all further liabilities and duties
relating thereto or arising therefrom, and the right, title, and interest of
all parties with respect to the Trust or such Class shall be canceled and
discharged. The Trustees shall file or cause to be filed any instruments as
may be required to be filed with the Commonwealth of Massachusetts or any
other governmental office where such filing may be required in connection
with the termination of the Trust or any Class thereof.

      Section 10.2. Sale of Assets; Reorganization. The Trustees may
authorize the Trust or any Class thereof to sell, lease, transfer, pledge,
exchange, convey or dispose of all or substantially all of the Trust Property
(or all or substantially all of the Trust Property allocated to such Class),
including its good will, to any one or more business trusts or other business
entities or series or classes thereof upon such terms and conditions and for
such consideration (which may include the assumption of some or all of the
outstanding obligations and liabilities, accrued or contingent, whether known
or unknown, of the Trust or such Class). Without limiting the generality of
the foregoing, this provision may be utilized to permit the Trust or any
Class thereof to pursue its investment program through one or more subsidiary
vehicles or to operate in a master-feeder or fund of funds structure.

      Section 10.3. Combination of Classes. The authority of the Trustees
under this Article X with respect to the merger, consolidation, sale of
assets or reorganization of any Class of the Trust is in addition to the
authority of the Trustees under Section 4.9 hereof to combine two or more
Classes of the Trust into a single Class.


                                  ARTICLE XI
                  AMENDMENTS; FILINGS; COPIES; MISCELLANEOUS

      Section 11.1. Amendments to Declaration. (a)  The Trustees may by vote
of a majority of the Trustees then in office amend or otherwise supplement
the Declaration by making an amendment, a Declaration supplemental hereto or
an amended and restated Declaration, provided, however, that an amendment to
any provision of Article V hereof shall require the vote of two-thirds (2/3)
of the Trustees then in office.

      (b) Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of any
Person who is or has been a Shareholder, Trustee, officer, or employee of the
Trust, or limit the rights to indemnification or insurance provided in
Article IX with respect to actions or omissions of persons entitled to
indemnification under such Article prior to such amendment.

      Section 11.2. Filings; Copies of Declaration; Counterparts; Headings.
The original or a copy of this instrument and of each amendment and/or
restatement hereto shall be kept in the office of the Trust where it may be
inspected by any Shareholder. A copy of this instrument, any amendment
thereto, and any Designation executed in accordance with Section 4.9 hereof
shall be filed by the Trustees 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, provided, however, that the failure to so file
will not invalidate this instrument, any properly authorized amendment
hereto, or Designation. Anyone dealing with the Trust may rely on a
certificate by an officer or Trustee of the Trust as to whether or not any
such amendments, restatements or Designations 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 or
Trustee of the Trust to be a copy of this instrument or of any such
amendments, restatements or Designations. This instrument may be executed in
any number of counterparts, each of which shall be deemed an original.
Headings are placed herein for convenience of reference only, and in case of
any conflict, the text of this instrument, rather than the headings, shall
control.

      Section 11.3. Trustees May Resolve Ambiguities. The Trustees may
construe any of the provisions of this Declaration insofar as the same may
appear to be ambiguous or inconsistent with any other provisions hereof, and
any such construction hereof by the Trustees in good faith shall be
conclusive as to the meaning to be given to such provisions.

      Section 11.4. Applicable Law; Forum Selection; and Jury Waiver. (a) 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, without reference to its conflicts of law rules, as a
Massachusetts business trust, , and without limiting the provisions hereof,
the Trust specifically reserves the right to exercise any of the powers and
privileges afforded to business trusts or actions that may be engaged in by
business trusts, and the absence of a specific reference herein to any such
power, privilege, or action shall not imply that the Trust may not exercise
such power or privilege or take such actions.

      (b) Notwithstanding the first sentence of Section 11.4(a) hereof, there
shall not be applicable to the Trust, the Trustees, or this Declaration any
provisions of the laws (statutory or common) of the Commonwealth of
Massachusetts (other than Chapter 182 of the Massachusetts General Laws) or
any other state pertaining to trusts, including by way of illustration and
without limitation, laws that relate to or regulate: (i) the filing with any
court or governmental body or agency of trustee accounts or schedules of
trustee fees and charges; (ii) affirmative requirements to post bonds for
trustees, officers, agents, or employees of a trust; (iii) the necessity for
obtaining a court or other governmental approval concerning the acquisition,
holding, or disposition of real or personal property; (iv) fees or other sums
applicable to trustees, officers, agents or employees of a trust; (v) the
allocation of receipts and expenditures to income or principal; (vi)
restrictions or limitations on the permissible nature, amount, or
concentration of trust investments or requirements relating to the titling,
storage, or other manner of holding of trust assets; or (vii) the
establishment of fiduciary or other standards or responsibilities or
limitations on the acts or powers or liabilities or authorities and powers of
trustees, if such laws are inconsistent with the authorities and powers or
limitation on liability of the Trustees set forth or referenced in this
Declaration.

      (c) No provision of this Declaration shall be effective to require a
waiver of compliance with any provision of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended or the 1940 Act, or
of any valid rule, regulation or order of the Commission thereunder.

      (d) Any action commenced by a Shareholder, directly or derivatively,
against the Trust or a Class thereof, its Trustees or officers, shall be
brought only in the U.S. District Court for the Southern District of New
York, or if such action may not be brought in that court, then such action
shall be brought in NY state court (the "Chosen Courts"). The Trust, its
Trustees and officers, and its Shareholders (a) waive any objection to venue
in either Chosen Court and (b) waive any objection that either Chosen Court
is an inconvenient forum.

      (e) In any action commenced by a Shareholder against the Trust or any
Class thereof, its Trustees or officers, or as a derivative action on behalf
of the Trust, or any Class thereof there shall be no right to a jury trial.
THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST EXTENT
PERMITTED BY LAW.

      Section 11.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any such provision, in whole or
in part, is in conflict with the 1940 Act, the regulated investment company
provisions of the Code, and the regulations thereunder, or with other
applicable laws and regulations, the conflicting provision, or the
conflicting part or parts thereof, shall be deemed not to constitute a part
of this Declaration; provided, however, that such determination shall not
affect any of the remaining provisions of this Declaration or render invalid
or improper any action taken or omitted prior to such determination.

      (b) If any provision of this Declaration shall be held invalid or
unenforceable, in whole or in part, in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision, or such part or parts
thereof, in such jurisdiction and shall not in any manner affect such
provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

      Section 11.6. Writings. To the fullest extent permitted by applicable
law, except as the Trustees may otherwise determine:

      (a) any requirements in this Declaration or in the By-Laws that any
action be taken by means of any writing, including, without limitation, any
written instrument, any written consent or any written agreement, shall be
deemed to be satisfied by means of any electronic record in such form that is
acceptable to the Trustees provided such form is capable of conversion into a
written form within a reasonable time; and

      (b) any requirements in this Declaration or in the By-Laws that any
writing be signed shall be deemed to be satisfied by any electronic signature
in such form that is acceptable to the Trustees.






IN WITNESS WHEREOF, the undersigned,  being the initial trustees of the Trust,
have executed this instrument as of the 30th day of October, 2007.



/s/ Mitchell Lindauer                     /s/ Randy Legg
---------------------------------         -------------------------------
Mitchell Lindauer                         Randy Legg
OppenheimerFunds, Inc.                    OppenheimerFunds, Inc.
Two World Financial Center                6803 S. Tucson Way
225 Liberty Street, 16th Floor            Centennial CO 80112
New York, New York 10281


/s/ Nancy Vann
-----------------------------------
Nancy Vann
OppenheimerFunds, Inc.
Two World Financial Center
225 Liberty Street, 16th Floor
New York, New York  10281