OPPENHEIMER FUNDS

                                        COMPENSATION DEFERRAL PLAN
                             As Amended and Restated Effective January 1, 2008


                                                     PREAMBLE

     The registered  open-end  investment  companies listed on Schedule A hereto
(the "Funds"),  with principal offices at 6803 South Tucson Way,  Englewood,  CO
80112,  hereby establish this  Compensation  Deferral Plan for Eligible Trustees
(the "Plan"). The purpose of the Plan is to allow the Eligible Trustees to defer
receipt of all or a portion of the  compensation  they earn as directors in lieu
of receiving current payments of such  compensation.  The Plan is not covered by
the  Employee  Retirement  Income  Security  Act of  1974,  as  amended.  It was
originally  adopted  effective  as of December 1, 2006 and has been  amended and
restated  effective  January 1, 2008.  The Plan is intended to supersede  and to
consolidate all non-qualified  elective deferred compensation  arrangements with
Trustees previously instituted by the Funds.

1.   DEFINITION OF TERMS AND CONSTRUCTION

     1.1  Definitions.  Unless a  different  meaning is  plainly  implied by the
context,  the  following  terms as used in this Plan  shall  have the  following
meanings:

     "Administrator" shall mean the Treasurer of the Funds.

     "Beneficiary"  shall mean such  person or persons  designated  pursuant  to
Section 4.7 hereof to receive benefits after the death of the Trustee.

     "Board"  or "Board of  Trustees"  shall mean the Board of  Trustees  of the
Funds.

     "Change in  Control"  shall  mean a change in the  ownership  or  effective
control of a corporation,  or a change in the ownership of a substantial portion
of the assets of the corporation,  as defined under Section 409A of the Code and
Regulations.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time, or any successor statute.

     "Compensation"  shall mean the  amount of  directors'  fees  payable by the
Funds to the  Trustee for  services  performed  during a Deferral  Year prior to
reduction for Compensation Deferrals made under this Plan.

     "Compensation  Deferral"  shall mean the amount or amounts of the Trustee's
Compensation deferred under this Plan.

     "Deferral  Account"  shall  mean the  account  maintained  to  reflect  the
Trustee's  Compensation  Deferrals  made  pursuant  to this  Plan and any  other
credits or debits thereto.

     "Deferral  Election" shall mean the Eligible  Trustee's  annual election to
defer his or her Compensation under Section 3.1 hereof.

     "Deferral  Election  Notice" shall mean the notice described in Section 3.1
hereof, a sample copy of which is attached to this Plan.

     "Deferral  Year" shall mean each  calendar  year  during  which the Trustee
makes, or is entitled to make, Compensation Deferrals under Section 3 hereof.

     "Designated  Investment"  shall mean the  investment  medium  selected by a
Trustee under Section 3.3.

     "Disabled" shall mean unable to engage in any substantial  gainful activity
by reason of any medically  determinable physical or mental impairment which can
be  expected  to result  in death or can be  expected  to last for a  continuous
period of not less than 12 months.

     "Eligible  Trustee" shall mean a member of the Board of Trustees who is not
an "affiliated  person" of the investment  adviser,  administrator  or principal
underwriter of any of the Funds,  as such term is defined under Section  2(a)(3)
of the Investment Company Act of 1940, as amended.

     "Hardship and Unforeseeable Emergency" shall mean severe financial hardship
to a Trustee  resulting from a sudden and unexpected  illness or accident of the
Trustee,  the spouse of the Trustee or a dependent (as defined in Section 152 of
the Code,  without  regard to Section  152(b)(1,  (b)(2),  and  (d)(1)(B) of the
Code), of the Trustee,  loss of the Trustee's property due to casualty, or other
similar  extraordinary  and  unforeseeable  circumstances,  arising  from events
beyond the Trustee's control.  Whether  circumstances  constitute a Hardship and
Unforeseeable  Emergency depends on the facts of each case, as determined by the
Board, but in any case does not include a hardship that may be relieved:

     (1) through reimbursement or compensation by insurance or otherwise;

     (2) by liquidation of the Trustee's  assets to the extent that  liquidation
itself would not cause such a severe  financial  hardship;  or (3) by ceasing to
defer receipt of any Compensation not yet earned.

     The term "Hardship and Unforeseeable Emergency" shall have the same meaning
as the  term  "unforeseeable  emergency"  as used in  Regulations  and  shall be
applied  accordingly.  The need to send a  Trustee's  child to  college  and the
desire to  purchase a home shall not  constitute  a Hardship  and  Unforeseeable
Emergency.

     "Investment  Direction  Notice" shall mean the notice  described in Section
3.3 hereof, a sample copy of which is attached to this Plan.

     "Regulations" shall mean Treasury  Regulations issued under Section 409A of
the Code, whether proposed, temporary, or final.

     "Separation  from Service" shall mean the date as of which a Trustee ceases
to be a member of the Board of Trustees,  provided that such event constitutes a
"separation   from  service"  as  defined  in  Section  409A  of  the  Code  and
Regulations.

     "Valuation Date" shall mean the last business day of each calendar year and
any other day upon which a Fund makes a valuation of the Deferral Account.

     1.2 Plurals and Gender.  Where  appearing in this Plan the  singular  shall
include the plural and the masculine shall include the feminine, and vice versa,
unless the context clearly indicates a different meaning.

     1.3 Trustees and Directors.  Where appearing in this Plan,  "Trustee" shall
also refer to  "Director"  and "General  Partner" and "Board of Trustees"  shall
also refer to "Board of Directors" and "General Partners" and, where the context
permits, "Eligible Trustees."

     1.4 Headings.  The headings and  subheadings  in this Plan are inserted for
the  convenience of reference only and are to be ignored in any  construction of
the provisions hereof.

2.   PERIOD DURING WHICH COMPENSATION DEFERRALS ARE PERMITTED

     2.1 Commencement of Compensation  Deferrals. An Eligible Trustee may elect,
on  a  Deferral  Election  Notice  submitted  to  the  Administrator,   to  make
Compensation  Deferrals  under  Section  3 hereof  for the first  Deferral  Year
beginning after the date such form is submitted to the Administrator.

     2.2  Termination  of  Deferrals.  The Trustee shall not be eligible to make
Compensation Deferrals with respect to a Fund after the earlier of the following
dates:

     (a) The last day of the Deferral Year in which he or she ceases to serve as
an Eligible  Trustee of that Fund; or (b) The effective date of the  termination
of this Plan.

3.   COMPENSATION DEFERRALS

     3.1 Compensation Deferral Elections.

     (a) On or prior to December 15 of the year  preceding the Deferral Year, an
Eligible  Trustee may elect, on a Deferral  Election Notice in the form attached
to  this  Plan,  to  defer  the  receipt  of  all  or a  portion  of  his or her
Compensation for such Deferral Year. A Deferral Election shall apply only to the
single  Deferral  Year  for  which a  Deferral  Notice  has  been  submitted  in
accordance  with  this  Plan;  a new  Deferral  Election  must be filed  for any
subsequent  Deferral Year for which an Eligible Trustee wishes to participate in
this Plan. The Deferral Election Notice shall include:

     (1) The amount or percentage of Compensation to be deferred;

     (2) If the period of deferral is not specified to end as of the date of the
Trustee's  Separation from Service,  the number of whole years for which receipt
of Compensation is to be deferred,  which number of whole years must be three or
more,  provided  that the period of deferral may not extend beyond the Trustee's
Separation from Service;

     (3) The  manner  of  distribution  of such  Compensation  Deferrals  (i.e.,
whether in a lump sum or in a number of annual installments);

     (4) A completed  and signed  "Beneficiary  Designation  Notice" in the form
attached to this Plan; and

     (5) A  completed  and signed  "Investment  Direction  Notice,"  in the form
attached to this Plan.

     (b)  Compensation   Deferrals  shall  be  withheld  from  each  payment  of
Compensation  by the  Funds to the  Trustee  in  accordance  with the  amount of
Compensation  Deferrals specified by the Trustee in his or her Deferral Election
Notice.

3.2      Valuation of Deferral Account.

     (a) The Funds shall establish a bookkeeping  Deferral Account to which will
be credited an amount equal to the Trustee's  Compensation  Deferrals under this
Plan.  Compensation  Deferrals shall be allocated to the Deferral Account on the
first business day following the date such  Compensation  Deferrals are withheld
from the  Trustee's  Compensation.  As of the date of this  Plan,  the  Deferral
Account  also shall be credited  with the amount  credited to the Trustee  under
each other outstanding elective deferred compensation  agreement entered into by
and between the Fund and the Trustee which is superseded by the Plan pursuant to
Section  6.9  hereof.  The  Deferral  Account  shall be debited  to reflect  any
distributions from such Account.  Such debits shall be allocated to the Deferral
Account as of the date such distributions are made.

     (b)  As  of  each  Valuation  Date,  income,   gain  and  loss  equivalents
(determined as if the Deferral Account is invested in the manner set forth under
Section 3.3,  below)  attributable  to the period  following the next  preceding
Valuation  Date shall be  credited to or deducted  from the  Trustee's  Deferral
Account.

3.3      Investment of Deferral Account Balance.

     (a) (1) At the  time of  submission  of a  Deferral  Election  Notice,  the
Trustee  shall select,  from various  options made  available by the Funds,  the
investment  media (each, a "Designated  Investment") in which all or part of his
or her Deferral Account shall be deemed to be invested;  provided, however, that
the total number of different  Designated  Investments  selected by a Trustee in
all Deferral Election Notices for all Deferral Years may not exceed six (6).

     (2) The  Trustee  shall  select  Designated  Investments  on an  Investment
Direction Notice in the form attached to this Plan. The Trustee may amend his or
her  investment  designation  as of the end of each  calendar  quarter by giving
written direction to the Administrator at least 30 days prior to the end of such
calendar quarter.  A timely change to a Trustee's  Designated  Investments shall
become effective on the first day of the calendar quarter  following  receipt by
the Administrator.

     (3) The investment  media deemed to be made  available to the Trustee,  and
any limitation on the maximum or minimum  percentages of the Trustee's  Deferral
Account that may be invested in any particular medium, shall be the same as from
time-to-time  communicated to the Trustee by the Administrator,  and need not be
limited to the Funds themselves. The Fund shall provide a quarterly statement to
the Trustee showing such information as is appropriate,  including the aggregate
amount in the Deferral Account, as of a reasonably current date.

     (b) Except as provided  below,  the  Trustee's  Deferral  Account  shall be
deemed to be invested in  accordance  with his or her  investment  designations,
provided such designations conform to the provisions of the Plan. If

     (1) the Trustee does not furnish the Administrator  with written investment
instructions,

     (2) the written investment instructions from the Trustee are unclear or not
in conformity with this Plan, or

     (3) less than all of the  Trustee's  Deferral  Account  is  covered by such
written  investment  instructions,  then any portion of the  Trustee's  Deferral
Account  corresponding to a Deferral Election Notice or an Investment  Direction
Notice that is not in conformity with the Plan shall be deemed to be invested in
the  Oppenheimer  Money Market Fund until such time as the Trustee shall provide
the Administrator with appropriate investment instructions.

     (c) If a  Designated  Investment  pays a  stock  dividend  on,  or  splits,
combines,  reclassifies or substitutes other securities by merger, consolidation
or otherwise for, its outstanding  shares,  the Trustee's Deferral Account shall
be adjusted in order to preserve rights substantially proportional to the rights
deemed held  immediately  prior to such event. On each payment date of dividends
or capital gains distributions  declared on shares of any Designated  Investment
in which a Trustee's  Deferral Account is deemed invested,  the Deferral Account
will be credited  with  appropriate  adjustments  reflecting  all  dividends  or
capital gains distributions which would have been realized had such account been
invested in shares of such  Designated  Investment  and such dividend or capital
gains distribution had been received and reinvested.  The adjustments under this
subsection  (c)  shall be deemed  to be made as if the  amount in the  Trustee's
Deferral Account were actually  invested in shares of the Designated  Investment
undergoing the event requiring adjustment hereunder.

     (d) If a Designated  Investment is liquidated,  a Trustee may file with the
Administrator a revised  Investment  Direction  Notice  specifying an investment
medium  under  this  Plan  in  which  the  amount  of his or her  Deferral  Fund
previously  invested in the  liquidated  Designated  Investment  shall be deemed
invested. If no such revised notice is received by the Administrator, the amount
of the Trustee's  Deferral  Account  attributable  to the liquidated  Designated
Investment shall be deemed invested in the Oppenheimer Money Market Fund.

     3.4 Transfers  from Other  Deferred  Compensation  Programs.  In 2006,  the
Amended and Restated Retirement Plan for Non-Interested Trustees or Directors of
the New York-Based Oppenheimer Funds (the "Board I SERP") was frozen. As part of
the freezing  process,  certain Trustees made irrevocable  elections to transfer
the credit  standing to their account in the Board I SERP to this Plan. In 2007,
the  Amended  and  Restated  Retirement  Plan for  Non-Independent  Trustees  or
Directors of the Oppenheimer  Quest Funds,  the Oppenheimer  Rochester Funds and
the  Oppenheimer  Midcap Fund (the "Board III SERP") was frozen.  As part of the
freezing  process,  certain Trustees made irrevocable  elections to transfer the
credit  standing  to their  account  in the  Board  III SERP to this  Plan.  The
distribution of these  transferred  amounts shall be governed by the irrevocable
election made by the  transferring  Trustee prior to and in connection  with the
transfer to this Plan.

4.       DISTRIBUTIONS FROM DEFERRAL ACCOUNT

     4.1 Eligible  Trustee's  Election.  An Eligible  Trustee shall elect at the
time of his or her  Deferral  Election  the form of  distribution,  which may be
either:

     (a) Lump sum;

     (b)  Annual  installments  over a  period  of five  (5)  years,  with  each
installment being equal to the balance in the Deferral Account immediately prior
to payment of the installment divided by the number of installments remaining to
be paid (including the installment the amount of which is being determined);

     (c)  Annual  installments  over a  period  of ten  (10)  years,  with  each
installment being equal to the balance in the Deferral Account immediately prior
to payment of the installment divided by the number of installments remaining to
be paid (including the installment the amount of which is being determined); or

     (d) Annual  installments  over a period of fifteen  (15)  years,  with each
installment being equal to the balance in the Deferral Account immediately prior
to payment of the installment divided by the number of installments remaining to
be paid  (including the  installment  the amount of which is being  determined);
provided,  however,  that this  distribution  schedule  may be  elected  only in
conjunction with the Eligible Trustee's election to commence  distributions upon
a Separation from Service.

     If an Eligible  Trustee  fails to  designate  the period of deferral or the
manner of  distribution  to apply to his or her Deferral  Account,  the Deferral
Account shall be  distributed in a lump sum upon the Trustee's  Separation  from
Service.

     4.2  Special  Election.  Prior to January 1,  2007,  Trustees  may elect to
change  on a  one-time  basis the  distribution  date or  distribution  schedule
applicable  to  any  deferred   compensation   deferred  in  prior  years  to  a
distribution date or distribution  schedule permitted under this Plan.  However,
conversion is available only with respect to amounts that would not otherwise be
payable  in 2006,  and may not cause an amount to be paid in 2006 that would not
otherwise be payable in such year.

     4.3 Hardship and Unforeseeable Emergency. A Trustee may request at any time
a withdrawal  of part or all of the amount then  credited to his or her Deferral
Account on account of Hardship  and  Unforeseeable  Emergency  by  submitting  a
written  request to the  Administrator  accompanied  by evidence that his or her
financial  condition  constitutes a Hardship and  Unforeseeable  Emergency.  The
Administrator  shall  forward such  request to the Board,  which will review the
Trustee's  request and  determine  the extent,  if any, to which such request is
justified.  Any such withdrawal  shall be limited to an amount necessary to meet
the Hardship and  Unforeseeable  Emergency  plus amounts  necessary to pay taxes
reasonably  anticipated as a result of the  distribution,  but not more than the
amount of the  Trustee's  Deferral  Account.  In the event that a Trustee  shall
receive a distribution on account of Hardship and Unforeseeable  Emergency,  all
deferrals from his Compensation shall immediately cease for the remainder of the
Deferral Year in which the distribution on account of Hardship and Unforeseeable
Emergency is made.

     4.4 Disability.  If a Trustee becomes Disabled prior to the commencement of
the  distribution of the amounts  credited to his or her Deferral  Account,  the
Board shall cause the amount then credited to his or her Deferral  Account to be
distributed to him or her or to his or her legal  representative  in a lump sum,
subject to such rules or procedures as the Board may determine.

     4.5 Change in Control. [Reserved.]

     4.6 Death Prior to Complete  Distribution  of  Deferral  Account.  Upon the
death of the Trustee, the balance of such Account shall be distributed to his or
her Beneficiary in a lump sum as soon as practicable  after the Trustee's death.
In the  event  of the  death  of the  Trustee  after  the  commencement  of such
distribution,  but prior to the  complete  distribution  of his or her  Deferral
Account,  the balance of the amounts  credited  to his or her  Deferral  Account
shall be distributed to his or her Beneficiary  over the remaining period during
which such amounts were distributable to the Trustee under Section 4.1 hereof.

     4.7  Designation of  Beneficiary.  For purposes of Section 4.6 hereof,  the
Trustee's  Beneficiary  shall be the  person or  persons  so  designated  by the
Trustee in a written instrument submitted to the Administrator. In the event the
Trustee fails to properly designate a Beneficiary,  his or her Beneficiary shall
be the  person or persons in the first of the  following  classes of  successive
preference  Beneficiaries  surviving at the death of the Trustee:  the Trustee's
(1) surviving spouse or (2) estate.

     4.8 Payments Due Missing Persons.  The Funds shall make a reasonable effort
to  locate  all  persons   entitled  to  benefits  under  this  Plan.   However,
notwithstanding any provisions of this Plan to the contrary,  if, after a period
of five (5) years from the date such  benefit  shall first become  payable,  any
such persons entitled to benefits have not been located, their rights under this
Plan shall stand suspended.  Before this provision becomes  operative,  the Fund
shall send a certified  letter to all such  persons to their last known  address
advising them that their benefits  under this Plan shall be suspended.  Any such
suspended amounts shall be held by the Fund for a period of three (3) additional
years (or a total of eight (8) years  from the time the  benefits  first  become
payable) and thereafter, if unclaimed, such amounts shall be forfeited.

     4.9 Distribution  Dates.  For purposes of any  distribution  required to be
made under this Plan,  the  payment  date shall be the first day of the  quarter
immediately following the event requiring  distribution or as soon thereafter as
practicable.

5.       AMENDMENTS AND TERMINATION

     5.1 Amendments

     (a) The Funds and the Trustee may, by a written  instrument  signed by both
such parties,  amend a Trustee's  deferred  compensation  arrangement under this
Plan at any time and in any manner, provided that any such amendment must comply
with  Section  409A  of the  Code  and no  such  amendment  may  accelerate  the
distribution from the Trustee's Deferral Account of amounts previously deferred,
unless permitted under Section 409A of the Code.

     (b) The Funds reserve the right to amend,  in whole or in part,  and in any
manner,  any or all of the provisions of this Plan by action of their respective
Boards of Trustees for the purposes of complying  with any provision of the Code
or any other technical or legal requirements, provided that:

     (1) No such amendment  shall make it possible for any part of the Trustee's
Deferral  Account to be used for, or diverted  to,  purposes  other than for the
exclusive  benefit  of the  Trustee or his or her  Beneficiaries,  except to the
extent otherwise provided in this Plan or permitted under Section 409A; and

     (2) No such  amendment  may  reduce the  amount of the  Trustee's  Deferral
Account as of the effective date of such amendment.

     Notwithstanding  Section  5.1(b)(1) above,  the Trustee's  Deferral Account
shall be subject to the claims of the creditors of the Funds.

     5.2 Termination. The Funds may, by action of the Board, terminate this Plan
at any time. The rights of a Trustee to his or her Deferral Account shall become
payable as of the Valuation Date coincident with or next following the effective
date of the termination of this Plan, but only if the Board determines that such
payment  does  not  constitute  an   impermissible   acceleration   of  deferred
compensation under Section 409A of the Code.

6.        MISCELLANEOUS

        6.1       Rights of Creditors.

     (a) This Plan is unfunded and is not creating a Trust.  Neither the Trustee
nor any other persons shall have any interest in any specific asset or assets of
any Fund by reason of any Deferral Account hereunder,  nor any rights to receive
distribution  of his or  her  Deferral  Account  except,  and as to the  extent,
expressly provided hereunder.  The Funds shall not be required to purchase, hold
or dispose of any  investments  pursuant to this Plan;  however,  if in order to
cover its obligation  hereunder a Fund elects to purchase any  investments,  the
same shall  continue  for all  purposes to be a part of the  general  assets and
property  of that Fund,  subject to the claims of its general  creditors  and no
person other than that Fund shall by virtue of the  provisions of this Plan have
any interest in such assets other than an interest as a general creditor.

     (b) The rights of the Trustee and the  Beneficiaries to the amounts held in
the  Deferral  Account  are  unsecured  and shall be  subject  to the  claims of
creditors  of the Funds.  With  respect to the payment of amounts held under the
Deferral Account,  the Trustee and his or her  Beneficiaries  have the status of
unsecured  creditors of the Funds.  This Plan is executed on behalf of the Funds
by an officer of the Fund as such and not  individually.  Any  obligation of the
Fund hereunder shall be an unsecured obligation of the Fund and not of any other
person.

     6.2 Agents.  The Funds may employ  agents and  provide  for such  clerical,
legal, actuarial,  accounting, advisory or other services as they deem necessary
to perform  their duties under this Plan.  The Funds shall bear the cost of such
services and all other expenses  incurred in connection with the  administration
of this Plan.

     6.3 Incapacity. If the Board shall receive evidence satisfactory to it that
the Trustee or any  Beneficiary  entitled to receive any benefit  under the Plan
is, at the time when such benefit becomes payable,  a minor, or is physically or
mentally  incompetent  to  receive  such  benefit  and to give a  valid  release
therefor,  and that another person or an institution is then  maintaining or has
custody of the Trustee or Beneficiary  and that no guardian,  committee or other
representative  of the estate of the Trustee or Beneficiary shall have been duly
appointed,  the Board may make payment of such benefit  otherwise payable to the
Trustee  or  Beneficiary  to such  other  person  or  institution,  including  a
custodian under a Uniform Gifts to Minors Act, or corresponding legislation (who
shall be an adult, a guardian of the minor or a trust company),  and the release
of such other person or institution shall be a valid and complete  discharge for
the payment of such benefit.

     6.4 Governing  Law. This Plan shall be governed by the laws of the State of
New York.

     6.5  Non-guarantee of Trusteeship.  Nothing contained in this Plan shall be
construed  as a  contract  or  guarantee  of the right of the  Trustee to be, or
remain as, a director of any Fund or to receive any, or any particular  rate of,
Compensation from any Fund.

     6.6 Counsel.  The Funds may consult with legal  counsel with respect to the
meaning or  construction  of the Plan,  their  respective  obligations or duties
hereunder  or with respect to any action or  proceeding  or any question of law,
and they shall be fully protected with respect to any action taken or omitted by
them in good faith pursuant to the advice of legal counsel.

     6.7  Non-transferability  of  Interests.  A  Trustee's  and  Beneficiaries'
interests  in the Deferral  Account may not be  anticipated,  sold,  encumbered,
pledged, mortgaged, charged, transferred, alienated, assigned nor become subject
to execution,  garnishment  or attachment and any attempt to do so by any person
shall be deemed null and void;  the Funds shall not  recognize the rights of any
party  under this Plan except  those of the  Trustee or his or her  Beneficiary;
provided that this Section 6.7 shall not preclude the Funds from  offsetting any
amount  currently  payable to a Trustee  hereunder  by any  amount  owed by such
Trustee to the Funds.

     6.8   Notices.   For   purposes  of  this  Plan,   notices  and  all  other
communications provided for in this Plan shall be in writing and shall be deemed
to have been duly given when  delivered  personally  or mailed by United  States
registered or certified mail, return receipt requested,  postage prepaid,  or by
nationally  recognized  overnight delivery service providing for a signed return
receipt,  addressed  to the Trustee at the home  address set forth in the Funds'
records  and to the Funds at the  address  set  forth on the first  page of this
Plan,  provided  that all notices to the Fund shall be directed to the attention
of the Administrator or to such other address as either party may have furnished
to the other in writing in accordance herewith,  except that notice of change of
address shall be effective only upon receipt.

     6.9 Effect on Other  Deferred  Compensation  Policies.  Effective as of the
date  hereof,  this Plan  replaces,  and  supersedes,  all  other  non-qualified
elective deferred compensation policies of the Funds with respect to Trustees.

     6.10 Interpretation of Plan. Interpretations of, and determinations related
to, this Plan made by the Funds in good faith,  including any  determinations of
the amounts of the Deferral  Account,  shall be conclusive  and binding upon all
parties;  and the Fund shall not incur any liability to the Trustee for any such
interpretation  or  determination so made or for any other action taken by it in
connection with this Plan in good faith.

     6.11  Successors  and Assigns.  This  Agreement  shall be binding upon, and
shall  inure to the benefit of, the Funds and their  respective  successors  and
assigns and to the Trustee and his or her heirs,  executors,  administrators and
personal representatives.

     6.12  Severability.  In the  event  any  one or  more  provisions  of  this
Agreement  are  held  to  be  invalid  or  unenforceable,   such  illegality  or
unenforceability  shall not affect the validity or  enforceability  of the other
provisions  hereof  and such  other  provisions  shall  remain in full force and
effect unaffected by such invalidity or unenforceability.


     IN WITNESS  WHEREOF,  the Funds have  caused this Plan to be executed as of
the day and year first above written.


BOARD OF TRUSTEES OF THE FUNDS



By: /s/ Phillip Gillespie


Name:    Phillip Gillespie

Title: Assistant Secretary