DECLARATION OF TRUST
                                       OF
                  OPPENHEIMER TARGET DISTRIBUTION & GROWTH FUND

                        (a Massachusetts Business Trust)

                           Dated as of August 7, 2008








                              DECLARATION OF TRUST
                                       OF
                  OPPENHEIMER TARGET DISTRIBUTION & GROWTH FUND


     THIS  DECLARATION OF TRUST is made as of this 7th day of August 2008 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 Target
Distribution & Growth Fund" 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(c) hereof.

         (c) "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.

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

         (e) "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 applicable
regulatory authorities.

         (f) "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.

         (g) "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.

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

         (i) "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.

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

         (k) "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.

         (l) "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 or her 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 a 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 02110. 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 such Shareholder as provided herein or in the By-Laws,
until the Shareholder has provided such information as shall be required to the
Trust or, as applicable, the Trust's transfer or similar agent with respect to
the Shareholder's 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 may, without Shareholder
approval, from time to time authorize the division of Shares of the Trust into
two or more 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. Additions or modifications to a
Designation, including, without limitation any termination of an existing Class,
shall 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 any applicable statute or regulation thereunder; 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.

         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 or her 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 or her
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 with or without cause 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 or her 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, , 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 or any other applicable statute or
regulation thereunder. 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.

         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 disclosure
documents 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 investment 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
         applicable statute or regulation thereunder;

         (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 minimum
         investment amount 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 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 or 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 the Shareholder's being or having
been a Shareholder and not because of the Shareholder's acts or omissions or for
some other reason, the Shareholder or former Shareholder (or the Shareholder's
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
Trustee or Trustees 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) No Greater Liability for Experts. For the sake of clarification and
without limiting the foregoing, the appointment, designation or identification
of a Trustee as the chairman of the Board, the lead or assistant lead
independent Trustee, a member or chairman of a committee of the Board, an expert
on any topic or in any area (including an audit committee financial expert) or
as having any other special appointment, designation or identification shall not
(a) impose on that person any duty,obligation or liability that is greater than
the duties, obligations and liabilities imposed on that person as a Trustee in
the absence of the appointment, designation or identification or (b) affect in
any way such Trustee's rights or entitlement to indemnification, and no Trustee
who has special skills or expertise, or is appointed, designated or identified
as aforesaid, shall (x) be held to a higher standard of care by virtue thereof
or (y) be limited with respect to any indemnification to which such Trustee
would otherwise be entitled. Nothing in this Declaration of Trust, including
without limitation anything in this Article IX, shall protect any Trustee,
officer, employee or agent of the Trust against any liabilities to the Trust or
its Shareholders to which he, she or it would otherwise be subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his, her or its office or position with or on
behalf of the Trust.

         (e) 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 her or in connection with any claim, action, suit or proceeding in which
he or she becomes involved as a party or otherwise by virtue of his or her being
or having been such a Trustee, director, officer, employee or agent and against
amounts paid or incurred by him or her in settlement thereof.

         No indemnification shall be provided hereunder to a Covered Person to
the extent such indemnification is prohibited by applicable federal law, as such
rights are determined by the Trustees or counsel to the Trustees.

         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 or she 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 or her
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, without shareholder
approval, 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. Reorganization; Sale or Transfer of Assets. The Trust, or
any one or more Series of the Trust, may, either as the successor, survivor or
non-survivor, (1) consolidate or merge with one or more other trusts, series,
sub-trusts, partnerships, limited liability companies, associations or
corporations organized under the laws of the Commonwealth of Massachusetts or
any jurisdiction, to form a consolidated or merged trust, series, sub-trust,
partnership, limited liability company, association or corporation under the
laws of any jurisdiction under the laws of which any one of the constituent
entities is organized or (2) sell, lease, transfer, pledge, exchange, convey or
dispose of all or substantially all of its assets (or all or substantially all
of the assets 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), to
one or more other trusts, series, sub-trusts, partnerships, limited liability
companies, associations or corporations organized under the laws of the
Commonwealth of Massachusetts or any other jurisdiction, or have one or more
such trusts, series, sub-trusts, partnerships, limited liability companies,
associations or corporations transfer all or a substantial portion of its assets
to it, any such consolidation, merger or transfer to be upon such terms and
conditions as are specified in an agreement and plan of reorganization
authorized and approved by the Trustees and entered into by the Trust, or one or
more Series, as the case may be, in connection therewith.

Unless otherwise required by applicable law, any such consolidation, merger or
transfer may be authorized by vote of a majority of the Trustees then in office
without the approval of Shareholders of the Trust or relevant Series.

         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; 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 applicable federal securities
statutes or regulations 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. Severability, 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 any applicable statute or regulation
thereunder 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 Trustees of the Trust,
have executed this instrument as of the date first written above.



/s/ Robert W. Hawkins                                    /s/ Mitchell Lindauer
----------------------------------------                 -----------------------------------
Robert W. Hawkins                                        Mitchell Lindauer
OppenheimerFunds, Inc.                                   OppenheimerFunds, Inc.
Two World Financial Center                               Two World Financial Center
225 Liberty Street, 16th Floor                           225 Liberty Street, 16th Floor
New York, New York 10281                                 New York, New York 10281



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