Preliminary Proxy 2002

EX-99 4 proxy2002april.htm PRELIMINARY PROXY CA MUNICIPAL FUND Preliminary Proxy 2002

                      OPPENHEIMER CALIFORNIA MUNICIPAL FUND

                   6803 South Tucson Way, Englewood, CO 80112

              Notice Of Special Meeting Of Shareholders To Be Held

                                 August 5, 2002

To The Shareholders of Oppenheimer California Municipal Fund:

Notice  is  hereby  given  that  a  Special  Meeting  of the  Shareholders  (the
"Meeting") of Oppenheimer California Municipal Fund (the "Fund") will be held at
6803 South Tucson Way, Englewood,  Colorado,  80112, at 1:00 P.M. Mountain time,
on August 5, 2002.

During  the  Meeting,  shareholders  of the  Fund  will  vote  on the  following
proposals and sub-proposals:

1.   To elect a Board of Trustees;

2.   To approve the elimination or amendment of certain  fundamental  investment
     policies of the Fund;

3.   To authorize the Trustees to adopt an Amended and Restated  Declaration  of
     Trust; and

4.   To transact such other business as may properly come before the meeting, or
     any adjournments thereof.

Shareholders  of record at the close of business on April 22, 2002 are  entitled
to vote at the meeting. The proposals and sub-proposals are more fully discussed
in the Proxy Statement. Please read it carefully before telling us, through your
proxy or in person,  how you wish your shares to be voted. The Board of Trustees
of the Fund  recommends  a vote to elect each of the  nominees as Trustee and in
favor of each proposal.  WE URGE YOU TO MARK,  SIGN,  DATE AND MAIL THE ENCLOSED
PROXY PROMPTLY.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
June 10, 2002

                    PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
            YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.

790

TABLE OF CONTENTS

Proxy Statement Page

Questions and Answers ii - iii

Proposal 1: To Elect a Board of Trustees 2

Introduction to Proposal 2 10

Proposal 2: To approve the elimination or amendment of certain fundamental 11
investment policies of the Fund

Proposal 3: To authorize the Trustees to adopt an Amended and Restated Declaration 17
of Trust

Information About the Fund 19

Further Information About Voting and the Meeting 21

Other Matters 24

EXHIBIT A: Amended and Restated Declaration of Trust A-1

OPPENHEIMER CALIFORNIA MUNICIPAL FUND

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

A. The Trustees of Oppenheimer California Municipal Fund (the "Fund") have
asked that you vote on several matters at the Special Meeting of
Shareholders to be held on August 5, 2002.

Q. Who is Eligible to Vote?

A. Shareholders of record at the close of business on April 22, 2002 are
entitled to vote at the Meeting or any adjournment of the Meeting.
Shareholders are entitled to cast one vote per share (and a fractional vote
for a fractional share) for each matter presented at the Meeting. It is
expected that the Notice of Meeting, proxy ballot and proxy statement will
be mailed to shareholders of record on or about June 10, 2002.

Q. On What Matters Am I Being Asked to Vote?

A. You are being asked to vote on the following proposals:

1. To elect a Board of Trustees;

2. To approve the elimination or amendment of certain fundamental investment
policies of the Fund; and

3. To authorize the Trustees to adopt an Amended and Restated Declaration of
Trust.

Q. How do the Trustees Recommend that I Vote?

A. The Trustees recommend that you vote:

1. FOR election of all nominees as Trustees;

2. FOR the elimination or amendment of each of the Fund's fundamental
investment policies proposed to be eliminated or amended, as the case may
be; and

3. FOR authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust.

Q. What are the reasons for the proposed changes to some of the Fund's
fundamental investment policies?

A. Some of the Fund's current policies reflect regulations that no longer
apply to the Fund. In other cases, the Fund's policies are more stringent
than current regulations require. The Fund's Trustees and the Fund's
investment advisor, OppenheimerFunds, Inc., believe that the proposed
changes to the Fund's investment policies will benefit shareholders by
allowing the Fund to adapt to future changes in the investment environment
and increase the Fund's ability to take advantage of investment
opportunities.

Q. How Can I Vote?

A. You can vote in three (3) different ways:

o By mail, with the enclosed ballot
o In person at the Meeting (if you are a record owner)
o By telephone (please see the insert for instructions)

Voting by telephone is convenient and can help reduce the Fund's expenses.
Whichever method you choose, please take the time to read the full text of
the proxy statement before you vote.

Please be advised that the deadline for voting by telephone is 3:00 p.m.
(EST) on the last business day before the Meeting.

Q. How Will My Vote Be Recorded?

A. Proxy ballots that are properly signed, dated and received at or prior to
the Meeting, or any adjournment thereof, will be voted as specified. If you
specify a vote for any of the proposals, your proxy will be voted as
indicated. If you sign and date the proxy ballot, but do not specify a vote
for one or more of the proposals, your shares will be voted in favor of the
Trustees recommendations. Telephonic votes will be recorded according to
the telephone voting procedures described in the "Further Information About
Voting and the Meeting" section below.

Q. How Can I Revoke My Proxy?

A. You may revoke your proxy at any time before it is voted by forwarding a
written revocation or a later-dated proxy ballot to the Fund that is
received at or prior to the Meeting, or any adjournment thereof, or by
attending the Meeting, or any adjournment thereof, and voting in person.
Please be advised that the deadline for revoking your proxy by telephone is
3:00 p.m. (EST) on the last business day before the Meeting if you are a
record owner.

Q. How Can I Get More Information About the Fund?

Copies of the Fund's annual report dated July 31, 2001 and semi-annual
report dated January 31, 2002 have previously been mailed to Shareholders.
If you would like to have copies of the Fund's most recent annual and
semi-annual reports sent to you free of charge, please call us toll-free at
1.800.525.7048, write to the Fund at OppenheimerFunds Services, P.O. Box
5270, Denver Colorado 80217-5270 or visit the Oppenheimer funds website at
www.oppenheimerfunds.com.

Q. Whom Do I Call If I Have Questions?

A. Please call us at 1.800.525.7048

The proxy statement is designed to furnish shareholders with the
information necessary to vote on the matters coming before the Meeting. If
you have any questions, please call us at 1.800.525.7048.

OPPENHEIMER CALIFORNIA MUNICIPAL FUND

PROXY STATEMENT

Special Meeting of Shareholders
To Be Held August 5, 2002

This statement is furnished to the shareholders of Oppenheimer California
Municipal Fund (the "Fund") in connection with the solicitation by the Fund's
Board of Trustees of proxies to be used at a special meeting of shareholders
(the "Meeting") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112,
at 1:00 P.M. Mountain time, on August 5, 2002, or any adjournments thereof. It
is expected that the mailing of this Proxy Statement will be made on or about
June 10, 2002.

SUMMARY OF PROPOSALS

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Proposal Shareholders Voting
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1. To Elect a Board of Trustees All
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2. To approve the elimination or amendment of certain fundamental
investment policies for the Fund
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A. Purchasing Securities on Margin All
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B. Making Short Sales All
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C. Purchasing Real Estate All
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D. Purchasing Securities of Issuers in which Officers or Trustees have
an Interest All
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E. Industry Concentration All
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------- ------------------------------------------------------------------------ -----------------------------------
F. Investing in Other Investment Companies All
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G. Borrowing All
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H. Pledging, Mortgaging and Hypothecating of Assets All
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------- ------------------------------------------------------------------------ -----------------------------------
I. Lending All
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------- ------------------------------------------------------------------------ -----------------------------------
3. To Authorize the Trustees to adopt an Amended and Restated Declaration
of Trust All
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PROPOSAL 1: ELECTION OF TRUSTEES

At the Meeting, eleven (11) Trustees are to be elected. If elected, the
Trustees will serve indefinite terms until a special shareholder meeting is
called for the purpose of voting for Trustees and/or until their successors are
properly elected and qualified. The persons named as attorneys-in-fact in the
enclosed proxy have advised the Fund that, unless a proxy ballot instructs them
to withhold authority to vote for all listed nominees or any individual nominee,
all validly executed proxies will be voted for the election of the nominees
named below.

As a Massachusetts business trust, the Fund is not required and does not
intend to hold annual shareholder meetings for the purpose of electing Trustees.
As a result, if elected, the Trustees will hold office until the next meeting of
shareholders called for the purpose of electing Trustees and/or until their
successors are duly elected and shall have qualified. If a nominee should be
unable to accept election, serve his or her term or resign, the Board of
Trustees may, in its discretion, select another person to fill the vacant
position.

Although the Fund will not normally hold annual meetings of its
shareholders, it may hold shareholder meetings from time to time on important
matters, and shareholders have the right to call a meeting to remove a Trustee
or to take other action described in the Fund's Declaration of Trust. Also, if
at any time, less than a majority of the trustees holding office has been
elected by the shareholders, the Trustees then in office will promptly call a
shareholders' meeting for the purpose of electing Trustees.

Each of the nominees (except for Mr. Murphy) currently serves as a Trustee
of the Fund. Each of the nominees has consented to be named as such in this
proxy statement and to serve as Trustee if elected. Each of the Trustees also
serves as Director or Trustee of other funds in the Oppenheimer family of funds.
The 33 funds in the Oppenheimer family of funds based in New York are referred
to as "Board I Funds" in this proxy statement.

The Fund's Trustees and officers, their positions with the Fund and length
of service in such positions and their principal occupations and business
affiliations during the past five years are listed below. Except for Mr. Murphy,
each of the Trustees is an independent trustee of the Fund ("Independent
Trustee"). If elected, Mr. Murphy will be an "interested trustee" (as that term
is defined in the Investment Company Act of 1940, referred to in this Proxy
Statement as the "1940 Act") of the Fund, because he is affiliated with
OppenheimerFunds, Inc. (the "Manager") by virtue of his positions as an officer
and director of the Manager, and as a shareholder of its parent company. Mr.
Murphy will be elected as a Trustee of the Fund with the understanding that in
the event he ceases to be the chief executive officer of the Manager, he will
resign as a trustee of the Fund and the other Board I Funds for which he is a
trustee or director. All information is as of December 31, 2001.

Mr. Reynolds has reported he has a controlling interest in The Directorship
Search Group, Inc., a director recruiting firm that provided consulting services
to Massachusetts Mutual Life Insurance Company (which controls the Manager) for
fees aggregating $100,000 for the calendar year ended December 31, 2001, an
amount representing less than 5% of the annual revenues of The Directorship
Search Group, Inc. The Independent Trustees have unanimously (except for Mr.
Reynolds, who abstained) determined that the consulting arrangements between The
Directorship Search Group, Inc. and Massachusetts Mutual Life Insurance Company
were not material business or professional relationships that would compromise
Mr. Reynolds' status as an Independent Trustee. Nonetheless, to assure certainty
as to determinations of the Board and the Independent Trustees as to matters
upon which the 1940 Act or the rules thereunder require approval by a majority
of Independent Trustees, Mr. Reynolds will not be counted for purposes of
determining whether a quorum of Independent Trustees was present or whether a
majority of Independent Trustees approved the matter.

Messrs. Galli and Spiro have had no material business relationship with the
Manager or its affiliates within the past two years. However, within the past
five years and before becoming Independent Trustees, they had been officers of
the Manager and owned shares of its parent company. In 1997, Mr. Galli sold his
remaining shares of the Manager's parent company for a cash payment of
approximately $7,851,200. In 1997, Mr. Spiro sold shares of the Manager's parent
company for a cash payment of approximately $9,814,000. In 1999, Mr. Spiro sold
his remaining shares of the Manager's parent company for a cash payment of
approximately $9,399,000.

Nominees for Independent Trustees

------------------------- --------------------------------------------------------- --------------- ------------------
Name, Address,1 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range Aggregate Dollar
Range of Shares
of Shares Beneficially
Position(s) Held with Owned in the Owned in the
Fund and Length of Trusteeships/Directorships Held by Nominee / Number of Fund (as of Board I Funds
Service (as applicable)2 Portfolios in Fund Complex Overseen by Nominee 12/31/01) (as of 12/31/01)
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Leon Levy, Chairman of General Partner of Odyssey Partners, L.P. (investment $0 None
the Board of Trustees partnership) (since 1982) and Chairman of the Board of
Trustee since 1959 Avatar Holdings, Inc. (real estate development) (since
Age: 76 1981). Oversees 31 portfolios in the OppenheimerFunds
complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Robert G. Galli, A Trustee or Director of other Oppenheimer funds. $0 Over $100,000
Trustee since 1993 Formerly Vice Chairman of the Manager (October 1995 -
Age: 68 December 1997). Oversees 41 portfolios in the
OppenheimerFunds complex. From January 1997-September
1997, Mr. Galli owned shares of the Manager's parent
company valued in excess of $60,000.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Phillip A. Griffiths, The Director of the Institute for Advanced Study, $0 Over $100,000
Trustee Nominee since Princeton, N.J. (since 1991), director of GSI Lumonics
1999 (since 2001) and a member of the National Academy of
Age: 63 Sciences (since 1979); formerly (in descending
chronological order) a director of Bankers Trust
Corporation, Provost and Professor of Mathematics at
Duke University, a director of Research Triangle
Institute, Raleigh, N.C., and a Professor of
Mathematics at Harvard University. Oversees 30
portfolios in the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Benjamin Lipstein, Professor Emeritus of Marketing, Stern Graduate School $0 Over $100,000
Trustee since 1974 of Business Administration, New York University.
Age: 78 Oversees 31 portfolios in the OppenheimerFunds complex..
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Elizabeth B. Moynihan, Author and architectural historian; a trustee of the $0 $50,001 -
Trustee since 1992 Freer Gallery of Art and Arthur M. Sackler Gallery
Age: 72 (Smithsonian Institute), Trustees Council of the
National Building Museum; a member of the Trustees $100,000
Council, Preservation League of New York State.
Oversees 31 portfolios in the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Kenneth A. Randall, A director of Dominion Resources, Inc. (electric $0 Over $100,000
Trustee since 1980 utility holding company) and Prime Retail, Inc. (real
Age: 74 estate investment trust); formerly a director of
Dominion Energy, Inc. (electric power and oil & gas
producer), President and Chief Executive Officer of The
Conference Board, Inc. (international economic and
business research) and a director of Lumbermens Mutual
Casualty Company, American Motorists Insurance Company
and American Manufacturers Mutual Insurance Company.
Oversees 31 portfolios in the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Edward V. Regan, President, Baruch College, CUNY; a director of RBAsset
Trustee since 1993 (real estate manager); a director of OffitBank;
Age: 71 formerly Trustee, Financial Accounting Foundation (FASB
and GASB), Senior Fellow of Jerome Levy Economics
Institute, Bard College, Chairman of Municipal $0 $50,001 -
Assistance Corporation for the City of New York, New $100,000
York State Comptroller and Trustee of New York State
and Local Retirement Fund. Oversees 31 portfolios in
the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Russell S. Reynolds, Chairman of The Directorship Search Group, Inc.
Jr., (corporate governance consulting and executive
Trustee since 1989 recruiting) (since 1993); a life trustee of
Age: 70 International House (non-profit educational $0 $10,001 - $50,000
organization), and a trustee of the Greenwich
Historical Society (since 1996). Oversees 31 portfolios
in the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Donald W. Spiro, Vice Formerly Mr. Spiro held the following positions:
Chairman of the Board Chairman Emeritus (until August 1999), Chairman
of Trustees, (November 1987 - January 1991) and a director (January
Trustee since 1985 1969 - August 1999) of the Manager; President and
Age: 76 Director of OppenheimerFunds Distributor, Inc., a
subsidiary of the Manager and the Fund's Distributor $0 Over $100,000
(July 1978 - January 1992). Oversees 31 portfolios in
the OppenheimerFunds complex. From January
1997-August1999, Mr. Spiro owned shares of the
Manager's parent company valued in excess of $60,000.
------------------------- --------------------------------------------------------- --------------- ------------------
------------------------- --------------------------------------------------------- --------------- ------------------
Clayton K. Yeutter, Of Counsel, Hogan & Hartson (a law firm) (since 1993). $0 $50,001 -
Trustee since 1991 Other directorships: Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Oversees 31 portfolios $100,000
in the OppenheimerFunds complex.
------------------------- --------------------------------------------------------- --------------- ------------------

Nominee as Interested Trustee

------------------------ -------------------------------------------------------------- ------------ -------------------
Name, Address,3 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Aggregate Dollar
Range of
Shares Range of Shares
Owned in Owned in any of
Position(s) Held with the Fund the Oppenheimer
Fund and Length of Trusteeships/Directorships Held by Nominee / Number of (as of Funds (as of
Service4 Portfolios in Fund Complex Overseen by Nominee 12/31/01) 12/31/01)5
------------------------ -------------------------------------------------------------- ------------ -------------------
------------------------ -------------------------------------------------------------- ------------ -------------------
John V. Murphy, Chairman, Chief Executive Officer and director (since June $0 Over $100,000
President and Trustee 2001) and President (since September 2000) of the Manager;
Nominee President and a director or trustee of other Oppenheimer
Trustee since October funds; President and a director (since July 2001) of
2001 Oppenheimer Acquisition Corp., the Manager's parent holding
Age: 52 company and of Oppenheimer Partnership Holdings, Inc., a
holding company subsidiary of the Manager; Director (since
November 2001) of OppenheimerFunds Distributor, Inc., a
subsidiary of the Manager; Chairman and a director (since
July 2001) of Shareholder Services, Inc. and of Shareholder
Financial Services, Inc., transfer agent subsidiaries of the
Manager; President and a director (since July 2001) of
OppenheimerFunds Legacy Program, a charitable trust program
established by the Manager; a director of the following
investment advisory subsidiaries of the Manager: OAM
Institutional, Inc. and Centennial Asset Management
Corporation (since November 2001), HarbourView Asset
Management Corporation and OFI Private Investments, Inc.
(since July 2001); President (since November 1, 2001) and a
director (since July 2001) of Oppenheimer Real Asset
Management, Inc., an investment advisor subsidiary of the
Manager; a director (since November 2001) of Trinity
Investment Management Corp. and Tremont Advisers, Inc.,
investment advisory affiliates of the Manager; Executive
Vice President (since February 1997) of Massachusetts Mutual
Life Insurance Company, the Manager's parent company; a
director (since June 1995) of DBL Acquisition Corporation;
formerly Chief Operating Officer (from September 2000 to
June 2001) of the Manager; President and trustee (from
November 1999 to November 2001) of MML Series Investment
Fund and MassMutual Institutional Funds, open-end investment
companies; a director (from September 1999 to August 2000)
of C.M. Life Insurance Company; President, Chief Executive
Officer and director (from September 1999 to August 2000) of
MML Bay State Life Insurance Company; a director (from June
1989 to June 1998) of Emerald Isle Bancorp and Hibernia
Savings Bank, wholly-owned subsidiary of Emerald Isle
Bancorp (from June 1989 to June 1998). Oversees 63
portfolios in the OppenheimerFunds complex.
------------------------ -------------------------------------------------------------- ------------ -------------------

B. Committees of the Board of Trustees.

The Board of Trustees has appointed standing Audit, Study and Proxy
Committees comprised of Independent Trustees only. The members of the Audit
Committee are Kenneth Randall (Chairman), Benjamin Lipstein and Edward Regan.

The Audit Committee held five meetings during the Fund's fiscal year ended
July 31, 2001. The Audit Committee furnishes the Board with recommendations
regarding the selection of the independent auditor. Other functions of the Audit
Committee include, but are not limited to: (i) reviewing the scope and results
of audits and the audit fees charged; (ii) reviewing reports from the Fund's
independent auditor regarding the Fund's internal accounting procedures and
controls; and (iii) establishing a separate line of communication between the
Fund's independent auditors and its Independent Trustees.

The members of the Study Committee are Benjamin Lipstein (Chairman), Robert
Galli and Elizabeth Moynihan. The Study Committee held seven meetings during the
Fund's fiscal year ended July 31, 2001. Among other functions, the Study
Committee evaluates and reports to the Board on the Fund's contractual
arrangements, including the investment advisory and distribution agreements,
transfer and shareholder service agreements and custodian agreements as well as
the policies and procedures adopted by the Fund to comply with the 1940 Act and
other applicable law.

The members of the Proxy Committee are Edward Regan (Chairman), Russell
Reynolds and Clayton Yeutter. The Proxy Committee held ONE meeting during the
fiscal year ended July 31, 2001. The Proxy Committee provides the Board with
recommendations for proxy voting and monitors proxy voting by the Fund.

A. General Information Regarding the Board of Trustees.

The Fund is governed by a Board of Trustees, which is responsible for
protecting the interests of shareholders. The Trustees meet periodically
throughout the year to oversee the Fund activities, review its performance and
review the activities of the Manager, which is responsible for the Fund's
day-to-day operations. Six regular meetings of the Trustees were held during the
fiscal year ended July 31, 2001. Each of the incumbent Trustees was present for
at least 75% of the aggregate number of all meetings of the Board of Trustees
and of all committees on which that Trustee served that were held during the
periods for which that Trustee served.

Based on the Audit Committee's recommendation, the Board of Trustees of the
Fund, including a majority of the Independent Trustees, at a meeting held August
9, 2001, selected KPMG LLP ("KPMG")as auditors of the Fund for the fiscal year
beginning August 1, 2001. KPMG also serves as auditors for certain other funds
for which the Manager acts as investment advisor.

During the fiscal year ended July 31, 2001 KPMG performed audit services
for the Fund including the audit of the Fund's financial statements, review of
the Fund's annual report and registration statement amendment, consultation on
financial accounting and reporting matters and meetings with the Board of
Trustees.

1. Audit Fees.

The aggregate fees billed by KPMG for professional services rendered for
the audit of the Fund's annual financial statements for the fiscal year ended
July 31, 2001 were $16,000.00.

2. All Other Fees.

There were no fees billed by KPMG for services rendered to the Fund other
than the services described above under "Audit Fees" for the fiscal year ended
July 31, 2001. Additionally, there were no fees billed by KPMG to the Manager or
affiliates of the Manager for non-audit services rendered to the Manager or its
affiliates for the fiscal year ended July 31, 2001.

The Audit Committee of the Fund's Board of Trustees considered whether the
provision of non-audit services is compatible with maintaining the principal
accountant's independence.

Representatives of KPMG are not expected to be present at the Meeting but
will be available should any matter arise requiring their presence.

C. Additional Information Regarding Trustees and Officers.

Each of the current Trustees also serves as a trustee or director of other
Oppenheimer funds (referred to as "Board I Funds"). The Fund's Independent
Trustees are paid a retainer plus a fixed fee for attending each meeting and are
reimbursed for expenses incurred in connection with attending such meetings.
Each Fund in the OppenheimerFunds complex for which they serve as a director or
trustee pays a share of those expenses.

The officers of the Fund and one of the Trustees of the Fund (Mr. Murphy)
who are affiliated with the Manager receive no salary or fee from the Fund. The
Independent Trustees of the Fund received the compensation shown below from the
Fund with respect to the Fund's fiscal year ended July 31, 2001. The
compensation from all of the Oppenheimer Funds (including the Fund) represents
compensation received as a director, trustee or member of a committee of the
boards of those funds during the calendar year 2001. Compensation is paid for
services in the positions below their names.

--------------------------------------- ------------------- ------------------ ------------------- -------------------
Trustee's Name and Other Fund Aggregate Retirement Number of Boards Total
Benefits Compensation
Accrued as Part on which Trustee From all
Compensation of Fund Served as of Board I Funds
Position(s) (as applicable) from Fund1 Expenses1 12/31/01 (33 Funds)2
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Leon Levy $13,339 $0 31 $173,700
Chairman
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Robert G. Galli3 $5,513 $0 41 $202,886
Study Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Phillip Griffiths4 $5,513 $0 30 $54,889
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Benjamin Lipstein $11,530 $0 31 $150,152
Study Committee Chairman,
Audit Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Elizabeth B. Moynihan $8,124 $0 31 $105,760
Study Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Kenneth A. Randall $7,452 $0 31 $97,012
Audit Committee Chairman
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Edward V. Regan $4,925 $0 31 $95,960
Proxy Committee Chairman, Audit
Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Russell S. Reynolds, Jr. $7,368 $0 31 $71,792
Proxy Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Donald Spiro $8,124 $0 31 $64,080
--------------------------------------- ------------------- ------------------ ------------------- -------------------
--------------------------------------- ------------------- ------------------ ------------------- -------------------
Clayton K. Yeutter5 $4,467 $0 31 $71,792
Proxy Committee Member
--------------------------------------- ------------------- ------------------ ------------------- -------------------

1. For the fiscal year ended July 31, 2001. Aggregate compensation includes
fees, deferred compensation, if any, and retirement plan benefits accrued
for a Trustee. No retirement benefit expenses were allocated to the Fund
for fiscal year ended July 31, 2001.

2. For the 2001 calendar year.

3. Total compensation for the 2001 calendar year includes compensation
received for serving as a Trustee/Director of 10 other Oppenheimer funds in
addition to the 33 Board I funds.

4. Aggregate compensation from the Fund includes $266 deferred under Deferred
Compensation Plan described below.

5. Aggregate compensation from the Fund includes $51 deferred under Deferred
Compensation Plan described below.

The Fund has adopted a retirement plan that provides for payments to
retired Trustees. Payments are up to 80% of the average compensation paid during
a Trustee's five years of service in which the highest compensation was
received. A Trustee must serve as director or trustee for any of the New
York-based Oppenheimer funds for at least 15 years to be eligible for the
maximum payment. Each Trustee's retirement benefits will depend on the amount of
the Trustee's future compensation received for service in future fiscal years as
well as the Trustee's length of service. The Fund cannot estimate the number of
years of credited service that will be used to determine those benefits at this
time. Therefore, the amount of the retirement benefits cannot be determined at
this time.

The Board of Trustees has adopted a Deferred Compensation Plan for
Independent Trustees that enables them to elect to defer receipt of all or a
portion of the annual fees they are entitled to receive from the Fund. Under the
plan, the compensation deferred by a Trustee is periodically adjusted as though
an equivalent amount had been invested in shares of one or more Oppenheimer
funds selected by the Trustee. The amount paid to the Trustee under the plan
will be determined based upon the performance of the selected funds.

Deferral of Trustees' fees under the plan will not materially affect the
Fund's assets, liabilities or net income per share. The plan will not obligate
the Fund to retain the services of any Trustee or to pay any particular level of
compensation to any Trustee. Pursuant to an order issued by the Securities and
Exchange Commission, the Fund may invest in the funds selected by the Trustee
under the plan without shareholder approval.

Information is given below about the executive officers who are not
Trustees (or nominees to the Board) of the Fund, including their business
experience during the past five years. Messrs. Murphy, Zack, Wixted, Molleur,
and Bishop, and Mses. Feld and Ives respectively hold the same offices with the
other funds in the Oppenheimer family of funds.

----------------------------------------------- ----------------------------------------------------------------------
Name, Address,6 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Fund and Length of Time Served7
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Merrell Hora, Portfolio Manager, Assistant Vice President of the Manager (since July 1999); a
(since July 1999)
Age: 33. portfolio manager of other Oppenheimer funds; formerly a Senior
Quantitative Analyst for the Fixed Income Department's Quantitative
Analysis Team (July 1998 - August 2000); prior to joining the
Manager in July 1998 he was a quantitative analyst with a subsidiary
of the Cargill Financial Services Group (January 1997 - September
1997) and also held numerous positions at the University of
Minnesota from which he obtained his Ph.D. in Economics.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Jerry A. Webman, Portfolio Manager, Senior Vice President and Senior Investment Officer and Director of
(since February 1996) the Fixed Income Department of the Manager (since February 1996);
Age: 52. Senior Vice President of HarbourView Asset Management Corporation
(since May 1999); a portfolio manager of other Oppenheimer funds;
before joining the Manager in February 1996, he was a Vice President
and portfolio manager with Prudential Investment Corporation (March
1986 - February 1996).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Brian W. Wixted, Treasurer, Principal Senior Vice President and Treasurer (since March 1999) of the
Financial and Accounting Officer (since April Manager; Treasurer (since March 1999) of HarbourView Asset
1999) Management Corporation, Shareholder Services, Inc., Oppenheimer Real
Age: 42 Asset Management Corporation, Shareholder Financial Services, Inc.
and Oppenheimer Partnership Holdings, Inc., of OFI Private
Investments, Inc. (since March 2000) and of OppenheimerFunds
International Ltd. and Oppenheimer Millennium Funds plc (since May
2000); Treasurer and Chief Financial Officer (since May 2000) of
Oppenheimer Trust Company; Assistant Treasurer (since March 1999) of
Oppenheimer Acquisition Corp.; an officer of other Oppenheimer
funds; formerly Principal and Chief Operating Officer, Bankers Trust
Company - Mutual Fund Services Division (March 1995 - March 1999);
Vice President and Chief Financial Officer of CS First Boston
Investment Management Corp. (September 1991 - March 1995).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Robert J. Bishop, Assistant Treasurer Vice President of the Manager/Mutual Fund Accounting (since May
(since May 1996) 1996); an officer of other
Age: 42 Oppenheimer funds; formerly an Assistant Vice President of the
Manager/Mutual Fund Accounting (April 1994 - May 1996) and a Fund
Controller of the Manager.
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Robert G. Zack, Secretary Senior Vice President (since May 1985) and General Counsel (since
(since November 1, 2001) February 2002) of the Manager; Assistant Secretary of Shareholder
Age: 53 Services, Inc. (since May 1985), Shareholder Financial Services,
Inc. (since November 1989); OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds; formerly Acting General Counsel (November
2001 - February 2002) and Associate General Counsel (1984 - October
2001)
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Denis R. Molleur, Assistant Secretary Vice President and Senior Counsel of the Manager (since July 1999);
(since November 1,2001) an officer of other Oppenheimer funds; formerly a Vice President and
Age: 44 Associate Counsel of the Manager (September 1995 - July 1999).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Katherine P. Feld, Assistant Secretary Vice President and Senior Counsel of the Manager (since July 1999);
(since November 1,2001) an officer of other Oppenheimer funds; formerly a Vice President and
Age: 43 Associate Counsel of the Manager (June 1990 - July 1999).
----------------------------------------------- ----------------------------------------------------------------------
----------------------------------------------- ----------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary Vice President and Assistant Counsel of the Manager (since June
(since November 1,2001) 1998); an officer of other Oppenheimer funds; formerly an Assistant
Age: 36 Vice President and Assistant Counsel of the Manager (August 1997 -
June 1998); and Assistant Counsel of the Manager (August 1994-August
1997).
----------------------------------------------- ----------------------------------------------------------------------

All officers serve at the pleasure of the Board.

As of April 22, 2002, the Trustees, nominees for Trustee and officers,
individually and as a group beneficially owned _________ shares [OR LESS THAN
1%] of the outstanding Class A shares and no Class B, Class C shares of the
Fund. The foregoing statement does not reflect ownership of shares of the Fund
held of record by an employee benefit plan for employees of the Manager, other
than the shares beneficially owned under the plan by the officers of the Fund
listed above. In addition, each Independent Trustee, and his [or her] family
members, do not own securities of either the Manager or Distributor of the Board
I Funds or any person directly or indirectly controlling, controlled by or under
common control with the Manager or Distributor.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE

Introduction to Proposal 2

A. What is the Historical Background of the Fund's Current Investment
Policies?

The Fund operates in accordance with its investment objective, policies and
restrictions, which are described in its prospectus and statement of additional
information (together, the "prospectus"). The Fund's policies generally are
classified as either "fundamental" or "non-fundamental." Fundamental policies
can be changed only by a shareholder vote. Non-fundamental policies may be
changed by the Trustees without shareholder approval, although significant
changes will be described in amendments to the Fund's prospectus.

The 1940 Act requires that certain policies of the Fund be classified as
fundamental. Proposal 2 is intended to modernize the Fund's policies as well as
standardize its policies by reclassifying fundamental policies that are not
required to be fundamental as non-fundamental or by eliminating them entirely.
The proposals are designed to provide the Fund with maximum flexibility to
pursue its investment objective and respond to an ever-changing investment
environment. The Fund, however, has no current intention of significantly
changing its actual investment strategies should shareholders approve the
proposed changes.

Subsequent to the Fund being established, certain regulatory requirements
applicable to registered open-end investment companies (referred to as "mutual
funds" in this Proxy Statement) changed. For example, certain restrictions
previously imposed by state regulations were preempted by the National
Securities Markets Improvement Act of 1996 ("NSMIA"), and are no longer
applicable to mutual funds. As a result, the Fund currently is subject to
several fundamental investment policies that are either more restrictive than
required under current regulations or no longer required at all.

With the passage of time, the development of new industry practices and
changes in regulatory standards, several of the Fund's fundamental policies are
considered by the Trustees and the Manager to be unnecessary or unwarranted. The
standardized policies proposed below would satisfy current federal regulatory
requirements and are written to provide the Fund with flexibility to respond to
future legal, regulatory, market and industry developments. The proposed
standardized changes will not affect the Fund's investment objective.

B. Why do the Fund's Trustees Recommend the Proposed Changes?

The Trustees believe standardizing and reducing the total number of
investment policies that can be changed only by a shareholder vote will assist
the Fund and the Manager in maintaining compliance with the various investment
restrictions to which the Fund is subject, and will help minimize the costs and
delays associated with holding future shareholder meetings to revise fundamental
investment policies that become outdated or inappropriate. The Trustees also
believe that the Manager's ability to manage the Fund's assets in a changing
investment environment will be enhanced, and that investment management
opportunities will be increased by the proposed changes.

Although the Trustees believe the proposed changes in fundamental
investment policies will provide the Fund greater flexibility to respond to
future investment opportunities, the Trustees do not anticipate that the
changes, either individually or together, will result in a material change in
the level of risk associated with investment in the Fund. In addition, the
Fund's Trustees do not anticipate that the proposed changes will materially
affect the manner in which the Fund is managed. In the future, if the Trustees
determine to change materially the manner in which the Fund is managed, the
Fund's prospectus will be amended to reflect such a change.

The recommended changes are specified below. Shareholders are requested to
vote on each sub-proposal in Proposal 2 separately. If approved, the effective
date of the sub-proposals will be delayed until the Fund's prospectus can be
updated to reflect the changes. If any sub-proposal in Proposal 2 is not
approved, the fundamental investment policy or policies covered in that
sub-proposal will remain unchanged.

PROPOSAL 2: TO APPROVE THE ELIMINATION OR AMENDMENT OF CERTAIN FUNDAMENTAL
INVESTMENT POLICIES OF THE FUND

A. Purchasing Securities on Margin.

The Fund is currently subject to a fundamental investment policy
prohibiting it from purchasing securities other than hedging instruments on
margin. The existing policy is not required to be a fundamental investment
policy under the 1940 Act. It is proposed that this current fundamental policy
prohibiting purchases of securities on margin be eliminated. The current
fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot purchase securities other than hedging instruments on margin.
However, the Fund may obtain such short-term credits that may be necessary for
the clearance of purchases and sales of securities.

Margin purchases involve the purchase of securities with borrowed money and
the 1940 Act imposes certain restrictions on borrowing as discussed in detail
below under Proposals 2.G. and 2.H. ("Borrowing" and "Pledging, Mortgaging or
Hypothecating Assets," respectively). "Margin" is the cash or securities that
the borrower places with a broker as collateral against the loan. Although the
Fund's current fundamental investment policy prohibits it from purchasing
securities on margin, the 1940 Act permits the Fund to obtain such short-term
credits as may be necessary for the clearance of transactions. In addition, SEC
staff interpretations permit mutual funds to make margin payments in connection
with the purchase and sale of futures contracts and options on futures
contracts.

As a result of NSMIA, the state restrictions regarding margin purchases no
longer apply to the Fund. The Trustees recommend that shareholders eliminate
this fundamental investment policy in order to conform the Fund's policy with
that of other Oppenheimer funds.

Elimination of this fundamental investment policy is unlikely to affect
management of the Fund. The Fund would continue to be prohibited from purchasing
securities on margin. However, consistent with the 1940 Act, the Fund would
continue to be able to obtain such short-term credits as may be necessary for
clearance of transactions and to make margin payments in connection with the
purchase and sale of futures contracts and options on futures contracts.

B. Making Short Sales.

The Fund is currently subject to a fundamental investment policy
prohibiting it from purchasing securities other than hedging instruments on
margin or engaging in short sales. The existing policy is not required to be a
fundamental investment policy under the 1940 Act. It is proposed that this
current fundamental policy prohibiting purchases of securities on margin or
engaging in short sales be eliminated. The current fundamental investment policy
is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot make short sales.

In a short sale, an investor sells a borrowed security with a corresponding
obligation to the lender to return the identical security. In a short sale,
there is a risk that the investor may have to buy the security later at a higher
price than the sales price and incur a loss as a result. In an investment
technique known as a short sale "against-the-box," an investor sells short while
owning the same securities in the same amount, or having the right to obtain
equivalent securities. The investor could have the right to obtain equivalent
securities, for example, through ownership of options or convertible securities.

As a result of NSMIA, the state restrictions regarding short sales no
longer apply to the Fund. The Trustees recommend that shareholders eliminate
this fundamental investment policy in order to conform the Fund's policy with
that of other Oppenheimer funds.

Elimination of this fundamental investment policy is unlikely to affect
management of the Fund. Although the Fund would be permitted to sell securities
short, should shareholders approve this sub-proposal, the Fund would have to
maintain the asset coverage required by the 1940 Act if it were to sell
securities short. If the Fund's Manager and its Trustees believed that it was in
the best interests of the Fund to engage in short sales to a significant degree,
the Fund's prospectus would have to be updated to reflect that change in policy.

C. Real Estate.

The Fund is currently subject to a fundamental investment policy
prohibiting it from purchasing real estate. The Fund's policy regarding
investments in real estate is required to be fundamental. Although this policy
does not prohibit the Fund from investing in hedging instruments or structured
notes whose returns are linked to the returns of physical commodities or
currencies, the Fund's Trustees propose that the Fund's current fundamental
policy be clarified and remain a fundamental policy as indicated below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest in real estate. The Fund cannot invest in real estate, physical
This restriction shall not prevent the Fund from commodities or commodity contracts, except to the extent
Investing in municipal securities or other permitted under the 1940 Act, the rules or regulations
Permitted securities that are secured by real thereunder or any exemption therefrom, as such statute,
Estate or interests in real estate. rules or regulations may be amended or interpreted from
time to time.

The existing and proposed policies permit the Fund to: (1) invest in debt
securities secured by real estate or interests in real estate, or issued by
companies, including real estate investment trusts, that invest in real estate
or interests in real estate; (2) invest in hedging instruments permitted by any
of its other investment policies; and (3) buy and sell options, futures,
securities or other instruments backed by, or the investment return of which is
linked to changes in the price of physical commodities or currencies.

The purpose of this proposal is to clarify the Fund's permitted investments
and to conform the Fund's policy in this area with that of other Oppenheimer
funds. The Trustees believe that standardized policies will assist the Fund and
the Manager in maintaining compliance with the various investment restrictions
to which the Oppenheimer funds are subject.

D. Purchasing Securities of Issuers in which Officers or Trustees Have An
Interest.

The Fund is currently subject to a fundamental investment policy
prohibiting it from investing in or holding the securities of an issuer if the
officers and Trustees of the Fund or the Manager individually beneficially
own1/2of 1% of such securities and together own more than 5% of such securities.
It is proposed that the current fundamental policy be eliminated. The current
fundamental investment policy is set forth below.

Current Fundamental Policy
--------------------------

The Fund cannot invest in or hold securities of any issuer if officers and
Trustees of the Fund or the Manager individually beneficially own more than 1/2
of 1% of the securities of that issuer and together own more than 5% of the
securities of that issuer.

Elimination of this fundamental policy is unlikely to affect management of the
Fund. This policy was originally adopted to address then existing state
requirements in connection with the registration of shares of the Fund for sale
in a particular state or states. As a result of NSMIA, the state restriction no
longer applies to the Fund.

The Trustees recommend that shareholders eliminate this fundamental
investment policy in order to conform the Fund's policy in this area with that
of other Oppenheimer funds. In addition, the Trustees believe that its
elimination could increase the Fund's flexibility when choosing investments in
the future.

E. Industry Concentration

The Fund currently has a fundamental investment policy prohibiting it from
"concentrating" its investments, that is, investing "more than 25%" of its total
assets in any one industry, excluding securities issued or guaranteed by the
United States government or its agencies and instrumentalities. Consistent with
the SEC staff's interpretation of "concentration" under the 1940 Act, the Fund
interprets this policy to apply to "25% or more" of its total assets rather than
"more than 25%." The Fund's Trustees propose that the Fund's industry
concentration policy remain fundamental, but be amended to state that it applies
to "25% or more" of the Fund's total assets and to clarify that the policy does
not apply to investments in securities issued by other mutual funds. The
Trustees believe that amending this policy as proposed will not affect
management of the Fund. The current and proposed policies are stated below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot concentrate its investments to the The Fund cannot invest 25% or more of its total assets
extent of 25% of its total assets in any industry. in any one industry. However, there is no limitation as
However, there is no limitation as to the Fund's to the Fund's investments in municipal securities in
investments in municipal securities in general or general or in California Municipal securities, or in
in California Municipal securities, or in obligations issued by the U.S. Government and its
obligations issued by the U.S. Government and its agencies or instrumentalities.
agencies or instrumentalities.

The purpose of this proposal is to clarify the Fund's fundamental policy on
industry concentration and to conform the Fund's policy in this area to one that
is consistent with that of other Oppenheimer funds. The Trustees believe that
standardized policies will assist the Fund and the Manager in maintaining
compliance with the various investment policies to which the Oppenheimer funds
are subject. Should shareholders approve this proposal, the Fund would be
permitted to enter into a fund-of-funds arrangement as discussed in detail below
under Proposal 2.F. ("Investing in Other Investment Companies").

F. Investing in Other Investment Companies.

The Fund is currently subject to a fundamental investment policy limiting
its investment in securities of other investment companies. It is proposed that
the current fundamental policy be eliminated and replaced with a revised
non-fundamental policy that can be changed in the future without shareholder
approval. The current and proposed investment policies are set forth below.

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot invest in securities of any other The Fund cannot invest in securities of other investment
investment company except in connection with a companies, except to the extent permitted under the 1940
merger with another investment company. Act, the rules or regulations thereunder or any
exemption therefrom, as such statute, rules or
regulations may be amended or interpreted from time to
time.

The existing policy is not required to be fundamental under the 1940 Act.
The purpose of this proposal is to provide the Fund with the maximum flexibility
permitted by law to pursue its investment objective.

The ability of the Fund to invest in other mutual funds is restricted by
Section 12(d)(1) of the 1940 Act. NSMIA amended Section 12 to permit mutual
funds to enter into so-called fund-of-funds or master/feeder arrangements with
other mutual funds in a fund complex, and granted the SEC broad powers to
provide exemptive relief for these purposes. The Fund is a party to an exemptive
order from the SEC permitting it to enter into a fund-of-funds arrangement with
other affiliated funds. Elimination of this fundamental investment policy is
necessary to permit the Fund to take advantage of the exemptive relief. However,
the Fund does not currently anticipate participating in a fund-of-funds
arrangement Although it may do so in the future should shareholders approve this
proposal, the Fund's prospectus would have to be updated to reflect such a
change in policy.

An investment in another mutual fund may result in the duplication of
expenses. Should the Trustees determine in the future that the Fund's
participation in fund-of-funds arrangement is in the best interests of the Fund,
the Trustees would consider and take steps to mitigate the potential for
duplication of fees in determining whether the Fund's participation in such an
arrangement is suitable for the Fund and its shareholders.

G. Borrowing.

The 1940 Act imposes certain restrictions on the borrowing activities of
mutual funds. A fund's borrowing policy must be a fundamental investment policy.

The restrictions on borrowing are designed to protect mutual fund
shareholders and their investments in a fund by limiting a fund's ability to
leverage its assets. Leverage exists when a fund has the right to a return on an
investment that exceeds the amount the fund contributed to the investment.
Borrowing money to make an investment is an example of how a fund may leverage
its assets.

A mutual fund may borrow money to meet redemptions in order to avoid
forced, unplanned sales of portfolio securities. This technique allows a fund
greater flexibility to buy and sell portfolio securities for investment or tax
considerations rather than for cash flow considerations. Some mutual funds also
borrow for investment purposes. The Fund currently does not borrow for
investment purposes.

There are risks associated with borrowing. Borrowing exposes shareholders
and their investments in a fund to a greater risk of loss. For example,
borrowing may cause the value of a fund's shares to be more volatile than if the
fund did not borrow. In addition, to the extent a fund borrows, it will pay
interest on the money that it borrows, and that interest expense will raise the
overall expenses of the fund and reduce its returns. The interest payable on the
borrowed amount may be more (or less) than the return the fund receives from the
securities purchased with the borrowed amount. Whether or not this sub-proposal
is approved by shareholders, the Fund currently does not anticipate that, under
normal market conditions, its borrowings would exceed five (5) percent of its
net assets.

The Fund is currently subject to a fundamental investment policy concerning
borrowing that is more restrictive than required by the 1940 Act. The Trustees
propose that the Fund's policy on borrowing be amended to permit the Fund to
borrow as permitted under the 1940 Act. As amended, the Fund's policy on
borrowing would remain a fundamental policy changeable only by the vote of a
majority of the outstanding voting securities of the Fund as defined in the 1940
Act.

The current and proposed fundamental investment policies are set forth
below. The current policy on borrowing requires the Fund to borrow only from
banks for temporary purposes, and limits the Fund's borrowing to 10% of its
total assets. The Fund's current policy also prohibits the Fund from borrowing
for investment or leverage purposes. The Trustees propose that the current
policy be amended to permit the Fund to borrow as permitted under the 1940 Act.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------

The Fund cannot borrow money, in excess of 10% of the value The Fund may not borrow money, except to the extent
of its total assets. It cannot buy any additional permitted under the 1940 Act, the rules or regulations
investments when borrowings exceed 5% of its assets. The thereunder or any exemption therefrom that is applicable
Fund may borrow only from banks as a temporary measure for to the Fund, as such statute, rules or regulations may be
extraordinary or emergency purposes, and not for the amended or interpreted from time to time.
purpose of leveraging its investments.

Currently, under the 1940 Act, the maximum amount a mutual fund may borrow
from banks is up to one-third of its total assets (including the amount
borrowed). A fund may borrow up to 5% of its total assets for temporary purposes
from any person. Under the 1940 Act, there is a rebuttable presumption that a
loan is temporary if it is repaid within 60 days and not extended or renewed. If
shareholders approve this sub-proposal, the Fund's current fundamental policy
will be replaced by the proposed fundamental policy and the Fund's prospectus
will be updated to describe the current restrictions regarding borrowing under
the 1940 Act, the rules and regulations thereunder and any exemptions applicable
to the Fund.

If this sub-proposal and the lending sub-proposal described below in
Paragraph 2.I. ("Lending") are approved by shareholders, and the Fund were to
seek and obtain the necessary regulatory relief, it would be possible for the
Fund to borrow from and lend to other Oppenheimer funds whose policies permit
such activity and that have obtained the necessary regulatory relief as well. If
all of the pre-conditions noted in the preceding sentence were satisfied and the
Fund's Trustees were to determine that it was in the Fund's best interest to
borrow from or lend to other Oppenheimer funds, the Fund's prospectus would be
updated to reflect such a practice.

H. Pledging, Mortgaging or Hypothecating Assets.

The Fund is currently subject to a fundamental investment policy concerning
the pledging, mortgaging or hypothecating of the Fund's assets. It is proposed
that this current fundamental investment policy be eliminated.

Current Fundamental Policy
--------------------------

The Fund cannot pledge, mortgage or otherwise encumber, transfer or assign
its assets to secure a debt. However, the use of escrow or other collateral
arrangements in connection with hedging instruments is permitted.

The existing policy concerning pledging, mortgaging or hypothecating of the
Fund's assets is not required to be fundamental under the 1940 Act, and the
Trustees believe that the Fund should be provided with the maximum flexibility
permitted by law to pursue its investment objective. The Trustees recommend that
the policy regarding pledging, mortgaging or hypothecating be eliminated so that
the Fund may enter into collateral arrangements in connection with its borrowing
requirements consistent with its other investment policies, including its
policies regarding borrowing and issuing senior securities.

I. Lending.

Under the 1940 Act, a fund's policy regarding lending must be fundamental.
It is proposed that the current fundamental policy be replaced by a revised
fundamental policy that permits the Fund to engage in lending to the extent the
Fund's lending is consistent with the 1940 Act, the rules thereunder or any
exemption from the 1940 Act that is applicable to the Fund. In addition, the
Fund also proposes to clearly state that investments in debt instruments or
other similar evidences of indebtedness are not prohibited by the Fund's
investment policy on making loans.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot make loans. However, repurchase The Fund cannot make loans, except to the extent
agreements and the purchase of debt securities in permitted under the 1940 Act, the rules or regulations
accordance with the Fund's other investment policies thereunder or any exemption therefrom that is applicable
and restrictions are permitted. The Fund may also to the Fund, as such statute, rules or regulations may be
lend its portfolio securities as described in "Loans amended or interpreted from time to time.
of Portfolio Securities".

Currently, the 1940 Act permits (a) lending of securities, (b) purchasing debt
instruments or similar evidences of indebtedness, and (c) investing in
repurchase agreements. If shareholders approve this sub-proposal, the Fund's
current fundamental policy will be replaced by the proposed fundamental policy
and the Fund's prospectus will be updated to reflect the 1940 Act's current
restrictions regarding lending. The Fund, however, currently does not anticipate
making loans.

If this sub-proposal and the borrowing sub-proposal described above in
Paragraph 2.G. ("Borrowing") are approved by shareholders, and the Fund were to
seek and obtain the necessary regulatory relief, it would be possible for the
Fund to lend to and borrow from other Oppenheimer funds whose policies permit
such activity and that have obtained the necessary regulatory relief as well. If
all of the pre-conditions noted in the preceding sentence were satisfied and the
Fund's Trustees were to determine that it was in the Fund's best interest to
lend to or borrow from other Oppenheimer funds, the Fund's prospectus would be
updated to reflect such a practice.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
THAT YOU APPROVE EACH SUB-PROPOSAL DESCRIBED ABOVE

PROPOSAL 3: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND RESTATED DECLARATION OF TRUST

The Fund is organized as a Massachusetts business trust, and it is governed
by a declaration of trust. For the purposes of this discussion, the Fund is
referred to as the "Trust."

The Board of Trustees has approved and recommends that the shareholders of
the Trust authorize them to adopt and execute the Amended and Restated
Declaration of Trust for the Trust in the form attached to this Proxy Statement
as Exhibit A ("New Declaration of Trust"). The New Declaration of Trust is a
more modern form of trust instrument for a Massachusetts business trust, and
going forward, will be used as the standard Declaration of Trust for all new
Oppenheimer funds organized as Massachusetts business trusts.

Generally, a majority of the Trustees may amend the existing Declaration of
Trust ("Current Declaration of Trust") when authorized by a majority of the
outstanding voting securities of the Trust. The Trustees approved the form of
the New Declaration of Trust and authorized the submission of the New
Declaration of Trust to the Trust's shareholders for their authorization at this
Meeting.

Adoption of the New Declaration of Trust will not result in any changes in
the Fund's Trustees or officers or in the investment policies and shareholder
services described in the Fund's current prospectus.

The New Declaration of Trust amends the Current Declaration of Trust in a
number of significant ways. The following discussion summarizes some of the more
significant amendments to the Current Declaration of Trust effected by the New
Declaration of Trust.

In addition to the changes described below, there are other substantive and
stylistic differences between the New Declaration of Trust and the Current
Declaration of Trust. The following summary is qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as Exhibit A
to this Proxy Statement.

A. Significant Changes Under the New Declaration of Trust.

Reorganization of the Trust or Its Series or Classes. Unlike the Current
Declaration of Trust, the New Declaration of Trust generally permits the
Trustees, subject to applicable Federal and state law, to reorganize the Trust
or any of its series or classes into a newly formed entity without shareholder
approval. The Current Declaration of Trust requires shareholder approval in
order to reorganize the Trust or any of its series or classes. Currently, the
Fund is the sole series of the Trust.

Under certain circumstances, it may not be in the shareholders' interest to
require a shareholder meeting to permit the Trust or a series of the Trust to
reorganize into a newly formed entity. For example, in order to reduce the cost
and scope of state regulatory constraints or to take advantage of a more
favorable tax treatment offered by another state, the Trustees may determine
that it would be in the shareholders' interests to change its legal form or to
reorganize the Trust or a series of the Trust so that it is domiciled in another
state. Under the Current Declaration of Trust, the Trustees cannot effectuate
such a potentially beneficial reorganization without first conducting a
shareholder meeting and incurring the attendant costs and delays.

In contrast, the New Declaration of Trust gives the Trustees the
flexibility to reorganize the Trust or any of its series into a newly formed
entity and achieve potential shareholder benefits without incurring the delay
and costs of a proxy solicitation. Such flexibility should help to assure that
the Trust operates under the most appropriate form of organization.

The Trustees have no intention at this time of reorganizing the Trust into
a newly formed entity, and before allowing a trust or a series reorganization to
proceed without shareholder approval, the Trustees have a fiduciary
responsibility to first determine that the proposed transaction is in the
shareholders' interest. Any exercise of the Trustees' increased authority under
the New Declaration of Trust is subject to any applicable requirements of the
1940 Act and Massachusetts law. Of course, in all cases, the New Declaration of
Trust would require that shareholders receive written notification of any
reorganization.

The New Declaration of Trust does not give the Trustees the authority to
merge the Trust or a series of the Trust with another operating mutual fund or
sell all or a portion of the Trust's or a series' assets to another operating
mutual fund without first seeking shareholder approval. Under the New
Declaration of Trust, shareholder approval is still required for these
transactions.

Future Amendments of the Declaration of Trust. The New Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval. Under the New Declaration of Trust, shareholders
generally have the right to vote on any amendment affecting shareholders' right
to vote, the New Declaration of Trust's amendment provisions, shareholders'
rights to indemnification, and shareholders' rights to vote on the merger or
sale of the Trusts', series', or classes' assets to another issuer. The Current
Declaration of Trust, on the other hand, generally gives shareholders the
exclusive power to amend the Declaration of Trust with certain limited
exceptions.

By allowing amendment of the Declaration of Trust without shareholder
approval, the New Declaration of Trust gives the Trustees the authority to react
quickly to future contingencies. As mentioned above, such increased authority
remains subordinate to the Trustees' continuing fiduciary obligations to act
with due care and in the shareholders' interest.

B. Other Changes Under the New Declaration of Trust.

In addition to the significant changes described above, the New Declaration
of Trust modifies the Current Declaration of Trust in a number of important
ways, including, but not limited to, the following:

a. The New Declaration of Trust clarifies that no shareholders of any series
or class shall have a claim on the assets of another series or class.

b. As a general matter, the New Declaration of Trust modifies the Current
Declaration of Trust to incorporate appropriate references to classes of
shares.

c. The New Declaration of Trust modifies the Current Declaration of Trust by
changing the par value of the Trust's shares from no par value to $.001 par
value.

d. The New Declaration of Trust modifies the Current Declaration of Trust by
giving the Trustees the power to effect a reverse stock split, and to make
distributions in-kind.

e. The New Declaration of Trust modifies the Current Declaration of Trust so
that all shares of all series vote together on issues to be voted on unless
(i) separate series or class voting is otherwise required by the 1940 Act
or the instrument establishing such Shares, in which case the provisions of
the 1940 Act or such instrument, as applicable, will control, or (ii) the
issue to be voted on affects only particular series or classes, in which
case only series or classes so affected will be entitled to vote.

f. The New Declaration of Trust clarifies that proxies may be voted pursuant
to any computerized, telephonic or electronic means, that shareholders
receive one vote per share and a proportional fractional vote for each
fractional share, and that, at a meeting, shareholders may vote on issues
with respect to which a quorum is present, while adjourning with respect to
issues for which a quorum is not present.

g. The New Declaration of Trust clarifies various existing trustee powers. For
example, the New Declaration of Trust clarifies that the Trustees may:
appoint and terminate agents and consultants and hire and terminate
employees; in addition to banks and trust companies, the Trustees may
employ as fund custodian companies that are members of a national
securities exchange or other entities permitted under the 1940 Act; retain
one or more transfer agents and employ sub-agents; delegate authority to
investment advisors and other agents or independent contractors; pledge,
mortgage or hypothecate the assets of the Trust; and operate and carry on
the business of an investment company. The New Declaration of Trust
clarifies or adds to the list of trustee powers. For example, the Trustees
may sue or be sued in the name of the Trust; make loans of cash and/or
securities; enter into joint ventures, general or limited partnerships and
other combinations or associations; endorse or guarantee the payment of any
notes or other obligations of any person or make contracts of guarantee or
suretyship or otherwise assume liability for payment; purchase insurance
and/or bonding; pay pensions and adopt retirement, incentive and benefit
plans; and adopt 12b-1 plans (subject to shareholder approval).

h. The New Declaration of Trust clarifies that the Trust may redeem shares of
a class or series held by a shareholder for any reason, including but not
limited to the following: reimbursing the Trust or the distributor for the
shareholder's failure to make timely and good payment; failure to supply a
tax identification number; pursuant to authorization by a shareholder to
pay fees or make other payments to third parties; and failure to maintain a
minimum account balance as established by the Trustees from time to time.

i. The New Declaration of Trust clarifies that a trust is created and not a
partnership, joint stock association, corporation, bailment, or any other
form of legal relationship, and expressly disclaims shareholder and Trustee
liability for the acts and obligations of the Trust.

j. The New Declaration of Trust clarifies that the Trustees shall not be
responsible or liable for any neglect or wrongdoing of any officer, agent,
employee, consultant, adviser, administrator, distributor or principal
underwriter, custodian or transfer agent of the Trust nor shall a Trustee
be responsible for the act or omission of any other Trustee.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE AMENDED AND
RESTATED DECLARATION OF TRUST ATTACHED HERETO AS EXHIBIT A.

INFORMATION ABOUT THE FUND

Fund Information. As of April 22, 2002, the Fund had ____________________ shares
outstanding, consisting of _______________________ Class A, ________________
Class B and _______________ Class C shares. Each share has voting rights as
stated in this Proxy Statement and is entitled to one vote for each share (and a
fractional vote for a fractional share).

Beneficial Owners. Occasionally, the number of shares of the Fund held in
"street name" accounts of various securities dealers for the benefit of their
clients as well as the number of shares held by other shareholders of record may
exceed 5% of the total shares outstanding. As of April 22, 2002, the only
persons who owned of record or were known by the Fund to own beneficially 5% or
more of any class of the Fund's outstanding shares were:

The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees, the Manager is responsible for the day-to-day management
of the Fund's business pursuant to its investment advisory agreement with the
Fund. OppenheimerFunds Distributor, Inc. (the "Distributor"), a wholly owned
subsidiary of the Manager, is the general distributor of the Fund's shares.
OppenheimerFunds Services, a division of the Manager, located at 6803 South
Tucson Way, Englewood, CO 80112, serves as the transfer and shareholder
servicing agent (the "Transfer Agent") for the Fund, for which it was paid
$180,934 by the Fund during the fiscal year ended July 31, 2001

The Manager and its subsidiaries and affiliates managed assets of more than $130
billion as of March 31, 2002, including other Oppenheimer funds with more than
6.3 million shareholder accounts. The Manager is a wholly owned subsidiary of
Oppenheimer Acquisition Corp. ("OAC"), a holding company controlled by
Massachusetts Mutual Life Insurance Company ("MassMutual"). The Manager, the
Distributor and OAC are located at 498 Seventh Avenue, New York, New York 10018.
MassMutual is located at 1295 State Street, Springfield, Massachusetts 01111.
OAC acquired the Manager on October 22, 1990. As indicated below, the common
stock of OAC is owned by (i) certain officers and/or directors of the Manager,
(ii) MassMutual and (iii) another investor. No institution or person holds 5% or
more of OAC's outstanding common stock except MassMutual. MassMutual has engaged
in the life insurance business since 1851.

The common stock of OAC is divided into three classes. At December 31, 2001,
MassMutual held (i) all of the 21,600,000 shares of Class A voting stock, (ii)
12,642,025 shares of Class B voting stock, and (iii) 21,178,801 shares of Class
C non-voting stock. This collectively represented 95.35% of the outstanding
common stock and 96.46% of the voting power of OAC as of that date. Certain
officers and/or directors of the Manager held (i) 884,810 shares of the Class B
voting stock, representing 1.52% of the outstanding common stock and 2.49% of
the voting power, (ii) 537,090 shares of Class C non-voting stock, and (iii)
options acquired without cash payment which, when they become exercisable, allow
the holders to purchase up to 8,395,700 shares of Class C non-voting stock. That
group includes persons who serve as officers of the Fund, including John V.
Murphy.

Holders of OAC Class B and Class C common stock may put (sell) their shares and
vested options to OAC or MassMutual at a formula price (based on, among other
things, the revenue, income, working capital, and excess cash of the Manager).
MassMutual may exercise call (purchase) options on all outstanding shares of
both such classes of common stock and vested options at the same formula price.

The names and principal occupations of the executive officers and directors of
the Manager are as follows: John Murphy, Chairman, President, Chief Executive
Officer and a director; Jeremy Griffiths, Executive Vice President, Chief
Financial Officer and a director; O. Leonard Darling, Vice Chairman, Executive
Vice President, Chief Investment Officer and a director; George Batejan,
Executive Vice President and Chief Information Officer; Robert G. Zack, Senior
Vice President and General Counsel; Craig Dinsell, James Ruff and Andrew
Ruotolo, Executive Vice Presidents; Brian W. Wixted, Senior Vice President and
Treasurer; and Charles Albers, Victor Babin, Bruce Bartlett, Robert A. Densen,
Ronald H. Fielding, P. Lyman Foster, Robert B. Grill, Robert Guy, Steve
Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, John S.
Kowalik, Chris Leavy, Andrew J. Mika, David Negri, David Robertson, Richard
Rubinstein, Arthur Steinmetz, John Stoma, Jerry A. Webman, William L. Wilby,
Donna Winn, Kenneth Winston, Carol Wolf, Kurt Wolfgruber and Arthur J. Zimmer,
Senior Vice Presidents. These officers are located at one of the three offices
of the Manager: 498 Seventh Avenue, New York, NY 10018; 6803 South Tucson Way,
Englewood, CO 80112; and 350 Linden Oaks, Rochester, NY 14625-2807.

Custodian. Citibank, N.A., 399 Park Avenue, New York, NY 10043, acts as
custodian of the Fund's securities and other assets.

Reports to Shareholders and Financial Statements. The Annual Report to
Shareholders of the Fund, including financial statements of the Fund for the
fiscal year ended July 31, 2001, has previously been sent to shareholders. The
Semi-Annual Report to Shareholders of the Fund as of January 31, 2002 also has
previously been sent to shareholders. Upon request, shareholders may obtain
without charge a copy of the Annual Report and Semi-Annual Report by writing the
Fund at the address above, calling the Fund at 1.800.525.7048 or visiting the
Manager's web site at www.oppenheimerfunds.com. The Fund's transfer agent will
provide a copy of the reports promptly upon request.

To avoid sending duplicate copies of materials to households, the Fund mails
only one copy of each annual and semi-annual report to shareholders having the
same last name and address on the Fund's records. The consolidation of these
mailings, called householding, benefits the Fund through reduced mailing
expenses.

If you want to receive multiple copies of these materials or request
householding in the future, you may call the Transfer Agent at 1.800.525.7048.
You may also notify the Transfer Agent in writing. Individual copies of
prospectuses and reports will be sent to you within 30 days after the Transfer
Agent receives your request to stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies. The cost of preparing, printing and mailing the proxy
ballot, notice of meeting, and this Proxy Statement and all other costs incurred
with the solicitation of proxies, including any additional solicitation by
letter, telephone or otherwise, will be paid by the Fund. In addition to
solicitations by mail, officers of the Fund or officers and employees of the
Transfer Agent, without extra compensation, may conduct additional solicitations
personally or by telephone.

Proxies also may be solicited by a proxy solicitation firm hired at the Fund's
expense to assist in the solicitation of proxies. As the Meeting date
approaches, certain shareholders of the Fund may receive telephone calls from a
representative of the solicitation firm if their vote has not yet been received.
Authorization to permit the solicitation firm to execute proxies may be obtained
by telephonic instructions from shareholders of the Fund. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. These procedures have been designed to reasonably ensure that the
identity of the shareholder providing voting instructions is accurately
determined and that the voting instructions of the shareholder are accurately
recorded.

In all cases where a telephonic proxy is solicited, the solicitation firm
representative is required to ask for each shareholder's full name, address, the
last four digits of the shareholder's social security or employer identification
number, title (if the shareholder is authorized to act on behalf of an entity,
such as a corporation) and to confirm that the shareholder has received the
Proxy Statement and ballot in the mail. If the information solicited agrees with
the information provided to the solicitation firm, the solicitation firm
representative has the responsibility to explain the process, read the proposals
listed on the proxy ballot, and ask for the shareholder's instructions on such
proposals. The solicitation firm representative, although he or she is permitted
to answer questions about the process, is not permitted to recommend to the
shareholder how to vote. The solicitation firm representative may read any
recommendation set forth in the Proxy Statement. The solicitation firm
representative will record the shareholder's instructions. Within 72 hours, the
shareholder will be sent a letter or mailgram to confirm his or her vote and
asking the shareholder to call the solicitation firm immediately if his or her
instructions are not correctly reflected in the confirmation.

It is anticipated the cost of engaging a proxy solicitation firm would not
exceed $15,000 plus the additional costs substantial, incurred in connection
with contacting those shareholders that have not voted. Brokers, banks and other
fiduciaries may be required to forward soliciting material to their principals
and to obtain authorization for the execution of proxies. For those services,
they will be reimbursed by the Fund for their expenses.

If the shareholder wishes to participate in the Meeting, but does not wish to
give his or her proxy telephonically, the shareholder may still submit the proxy
ballot originally sent with the Proxy Statement in the postage paid envelope
provided or attend in person. Should shareholders require additional information
regarding the proxy ballot or a replacement proxy ballot, they may contact us
toll-free at 1.800.525.7048. Any proxy given by a shareholder, whether in
writing or by telephone, is revocable as described below under the paragraph
entitled "Revoking a Proxy."

Please take a few moments to complete your proxy promptly. You may provide your
completed proxy via facsimile, telephonically or by mailing the proxy ballot in
the postage paid envelope provided. You also may cast your vote by attending the
Meeting in person.

Telephone Voting. The Fund has arranged to have votes recorded by telephone.
Shareholders must enter a unique control number found on their respective proxy
ballots before providing voting instructions by telephone. After a shareholder
provides his or her voting instructions, those instructions are read back to the
shareholder and the shareholder must confirm his or her voting instructions
before disconnecting the telephone call. The voting procedures used in
connection with telephone voting are designed to reasonably authenticate the
identity of shareholders, to permit shareholders to authorize the voting of
their shares in accordance with their instructions and to confirm that their
instructions have been properly recorded.

Voting By Broker-Dealers. Shares owned of record by a broker-dealer for the
benefit of its customers ("street account shares") will be voted by the
broker-dealer based on instructions received from its customers. If no
instructions are received, the broker-dealer may (if permitted by applicable
stock exchange rules) vote, as record holder of such shares, for the election of
Trustees and on the Proposals in the same proportion as that broker-dealer votes
street account shares for which it has received voting instructions in time to
be voted. Beneficial owners of street account shares cannot vote in person at
the meeting. Only record owners may vote in person at the meeting.

A "broker non-vote" is deemed to exist when a proxy received from a broker
indicates that the broker does not have discretionary authority to vote the
shares on that matter. Abstentions and broker non-votes will have the same
effect as a vote against the proposal.

Quorum. A majority of the shares outstanding and entitled to vote, present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which broker-dealers have discretionary voting power, shares that represent
broker non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares present and entitled to vote for purposes of determining
whether the required quorum of shares exists.

Required Vote. Persons nominated as Trustees must receive a plurality of the
votes cast, which means that the eleven (11) nominees receiving the highest
number of affirmative votes cast at the Meeting will be elected as long as the
votes FOR a nominee exceed the votes AGAINST that nominee. Approval of Proposals
2 through 3 requires the affirmative vote of a "majority of the outstanding
voting securities" (as defined in the 1940 Act) of the Fund voting in the
aggregate and not by class. As defined in the 1940 Act, the vote of a majority
of the outstanding shares means the vote of (1) 67% or more of the Fund's
outstanding shares present at a meeting, if the holders of more than 50% of the
outstanding shares of the Fund are present or represented by proxy; or (2) more
than 50% of the Fund's outstanding shares, whichever is less.

How are votes counted? The individuals named as proxies on the proxy ballots (or
their substitutes) will vote according to your directions if your proxy is
received and properly executed, or in accordance with the instructions you
provide if you vote by telephone. You may direct the proxy holders to vote your
shares on a proposal by checking the appropriate box "FOR" or "AGAINST," or
instruct them not to vote those shares on the proposal by checking the "ABSTAIN"
box. Alternatively, you may simply sign, date and return your proxy ballot with
no specific instructions as to the proposals. If you properly execute and return
a proxy but fail to indicate how the votes should be cast, the proxy will be
voted in favor of the election of each of the nominees named in this Proxy
Statement for Trustee and in favor of each Proposal.

Shares of the Fund may be held by certain institutional investors for the
benefit of their clients. If the institutional investor does not timely receive
voting instructions from its clients with respect to such Shares, the
institutional investor may be authorized to vote such Shares, as well as Shares
the institutional investor itself owns, in the same proportion as Shares for
which voting instructions from clients are timely received.

Revoking a Proxy. You may revoke a previously granted proxy at any time before
it is exercised by (1) delivering a written notice to the Fund expressly
revoking your proxy, (2) signing and forwarding to the Fund a later-dated proxy,
or (3) attending the Meeting and casting your votes in person. Granted proxies
typically will be voted at the final meeting, but may be voted at an adjourned
meeting if appropriate. Please be advised that the deadline for revoking your
proxy by telephone is 3:00 p.m. (EST) on the last business day before the
Meeting.

Shareholder Proposals. The Fund is not required and does not intend to hold
shareholder meetings on a regular basis. Special meetings of shareholders may be
called from time to time by either the Fund or the shareholders (for certain
matters and under special conditions described in the Statement of Additional
Information). Under the proxy rules of the SEC, shareholder proposals that meet
certain conditions may be included in a fund's proxy statement for a particular
meeting. Those rules currently require that for future meetings, the shareholder
must be a record or beneficial owner of Fund shares either (i) with a value of
at least $2,000 or (ii) in an amount representing at least 1% of the fund's
securities to be voted, at the time the proposal is submitted and for one year
prior thereto, and must continue to own such shares through the date on which
the meeting is held. Another requirement relates to the timely receipt by the
fund of any such proposal. Under those rules, a proposal must have been
submitted a reasonable time before the Fund began to print and mail this Proxy
Statement in order to be included in this Proxy Statement. A proposal submitted
for inclusion in the Fund's proxy material for the next special meeting after
the meeting to which this Proxy Statement relates must be received by the Fund a
reasonable time before the Fund begins to print and mail the proxy materials for
that meeting. Notice of shareholder proposals to be presented at the Meeting
must have been received within a reasonable time before the Fund began to mail
this Proxy Statement. The fact that the Fund receives a proposal from a
qualified shareholder in a timely manner does not ensure its inclusion in the
proxy material because there are other requirements under the proxy rules for
such inclusion.

OTHER MATTERS

The Trustees do not intend to bring any matters before the Meeting other
than Proposals 1 through 3 and the Trustees and the Manager are not aware of any
other matters to be brought before the Meeting by others. Because matters not
known at the time of the solicitation may come before the Meeting, the proxy as
solicited confers discretionary authority with respect to such matters as
properly come before the Meeting, including any adjournment or adjournments
thereof, and it is the intention of the persons named as attorneys-in-fact in
the proxy (or their substitutes) to vote the proxy in accordance with their
judgment on such matters.

In the event a quorum is not present or sufficient votes in favor of one or
more Proposals set forth in the Notice of Meeting of Shareholders are not
received by the date of the Meeting, the persons named in the enclosed proxy (or
their substitutes) may propose and approve one or more adjournments of the
Meeting to permit further solicitation of proxies. All such adjournments will
require the affirmative vote of a majority of the shares present in person or by
proxy at the session of the Meeting to be adjourned. The persons named as
proxies on the proxy ballots (or their substitutes) will vote the Shares present
in person or by proxy (including broker non-votes and abstentions) in favor of
such an adjournment if they determine additional solicitation is warranted and
in the interests of the Fund's shareholders. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if a
quorum is present, sufficient votes for its approval have been received and it
is otherwise appropriate.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
June 10, 2002

EXHIBIT A

                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                      OPPENHEIMER CALIFORNIA MUNICIPAL FUND


     This  DECLARATION OF TRUST,  made as of the 16th day of September  1996, by
and among the individuals  executing this  Declaration of Trust as the Trustees`
and amended and restated this 5th day of August, 2002.

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

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

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

     This Trust shall be known as OPPENHEIMER  CALIFORNIA  MUNICIPAL  FUND`. The
address of  Oppenheimer  California  Municipal  Fund is 6803 South  Tucson  Way,
Englewood,  CO 80112. The Registered  Agent for Service is Massachusetts  Mutual
Life Insurance Company,  1295 State Street,  Springfield,  Massachusetts  01111,
Attention: Stephen Kuhn, Esq.

         ARTICLE SECOND - DEFINITIONS
         --------------   -----------

     Whenever  used  herein,   unless  otherwise  required  by  the  context  or
specifically provided:

     1. All terms used in this Declaration of Trust that are defined in the 1940
Act (defined below) shall have the meanings given to them in the 1940 Act.

     2. "1940 Act"  refers to the  Investment  Company Act of 1940 and the Rules
and Regulations of the Commission thereunder, all as amended from time to time.

     3.  "Board" or "Board of  Trustees"  or the  "Trustees"  means the Board of
Trustees of the Trust.

     4. "By-Laws" means the By-Laws of the Trust as amended from time to time.

     5. "Class" means a class of a series of shares of the Trust established and
designated under or in accordance with the provisions of Article FOURTH.

     6. "Commission" means the Securities and Exchange Commission.

     7. "Declaration of Trust" shall mean this Amended and Restated  Declaration
of Trust as it may be amended or restated from time to time.

     8. "Majority Vote of  Shareholders"  shall mean, with respect to any matter
on which the  Shares of the Trust or of a Series or Class  thereof,  as the case
may be,  may be  voted,  the  "vote  of a  majority  of the  outstanding  voting
securities"  (as  defined  in the 1940 Act or the rules and  regulations  of the
Commission thereunder) of the Trust or such Series or Class, as the case may be.

     9. "Net asset value" means, with respect to any Share of any Series, (i) in
the case of a Share of a Series whose Shares are not divided into  Classes,  the
quotient  obtained by dividing the value of the net assets of that Series (being
the value of the assets belonging to that Series less the liabilities  belonging
to that  Series) by the total number of Shares of that Series  outstanding,  and
(ii) in the case of a Share of a Class of Shares of a Series  whose  Shares  are
divided into  Classes,  the  quotient  obtained by dividing the value of the net
assets of that  Series  allocable  to such Class  (being the value of the assets
belonging to that Series allocable to such Class less the liabilities  belonging
to such  Class) by the total  number of Shares of such  Class  outstanding;  all
determined  in accordance  with the methods and  procedures,  including  without
limitation those with respect to rounding, established by the Trustees from time
to time.

     10.  "Series"  refers to series  of  shares  of the Trust  established  and
designated under or in accordance with the provisions of Article FOURTH.

     11. "Shareholder" means a record owner of Shares of the Trust.

     12.  "Shares" refers to the  transferable  units of interest into which the
beneficial  interest  in the  Trust or any  Series or Class of the Trust (as the
context may require)  shall be divided from time to time and includes  fractions
of Shares as well as whole Shares.

     13.  "Trust"  refers to the  Massachusetts  business  trust created by this
Declaration of Trust, as amended or restated from time to time.

     14.  "Trustees"  refers to the  individual  trustees  in their  capacity as
trustees  hereunder of the Trust and their  successor or successors for the time
being in office as such trustees.

         ARTICLE THIRD - PURPOSE OF TRUST
         -------------   ----------------

     The purpose or purposes  for which the Trust is formed and the  business or
objects to be transacted, carried on and promoted by it are as follows:

     1. To hold,  invest or reinvest its funds,  and in connection  therewith to
hold part or all of its funds in cash,  and to  purchase or  otherwise  acquire,
hold for investment or otherwise,  sell, lend, pledge,  mortgage,  write options
on,  lease,  sell short,  assign,  negotiate,  transfer,  exchange or  otherwise
dispose  of  or  turn  to  account  or  realize  upon,  securities  (which  term
"securities"  shall for the  purposes  of this  Declaration  of  Trust,  without
limitation of the generality thereof,  be deemed to include any stocks,  shares,
bonds,  financial futures contracts,  indexes,  debentures,  notes, mortgages or
other obligations, and any certificates, receipts, warrants or other instruments
representing  rights  to  receive,  purchase  or  subscribe  for  the  same,  or
evidencing  or  representing  any other rights or interests  therein,  or in any
property or assets)  created or issued by any issuer (which term "issuer"  shall
for the  purposes  of this  Declaration  of  Trust,  without  limitation  of the
generality  thereof,  be deemed to include  any  persons,  firms,  associations,
corporations,  syndicates, business trusts, partnerships,  investment companies,
combinations,  organizations,  governments,  or  subdivisions  thereof)  and  in
financial   instruments   (whether   they  are   considered   as  securities  or
commodities); and to exercise, as owner or holder of any securities or financial
instruments, all rights, powers and privileges in respect thereof; and to do any
and all  acts and  things  for the  preservation,  protection,  improvement  and
enhancement in value of any or all such securities or financial instruments.

     2. To borrow money and pledge assets in connection  with any of the objects
or purposes of the Trust,  and to issue  notes or other  obligations  evidencing
such  borrowings,  to the extent  permitted  by the 1940 Act and by the  Trust's
fundamental investment policies under the 1940 Act.

     3. To issue and sell its Shares in such  Series and Classes and amounts and
on such terms and  conditions,  for such purposes and for such amount or kind of
consideration   (including  without  limitation  thereto,   securities)  now  or
hereafter permitted by the laws of the Commonwealth of Massachusetts and by this
Declaration of Trust, as the Trustees may determine.

     4. To purchase or otherwise acquire,  hold,  dispose of, resell,  transfer,
reissue,  redeem or cancel its Shares, or to classify or reclassify any unissued
Shares or any Shares  previously  issued and  reacquired  of any Series or Class
into one or more Series or Classes that may have been established and designated
from time to time,  all without the vote or consent of the  Shareholders  of the
Trust,  in any  manner  and to the extent  now or  hereafter  permitted  by this
Declaration of Trust.

     5. To conduct its  business in all its  branches at one or more  offices in
New York,  Colorado and elsewhere in any part of the world,  without restriction
or limit as to extent.

     6. To  carry  out  all or any of the  foregoing  objects  and  purposes  as
principal  or  agent,  and  alone or with  associates  or to the  extent  now or
hereafter  permitted  by the laws of  Massachusetts,  as a member  of, or as the
owner or holder of any securities or other  instruments of, or share of interest
in, any issuer, and in connection  therewith or make or enter into such deeds or
contracts  with any issuers and to do such acts and things and to exercise  such
powers, as a natural person could lawfully make, enter into, do or exercise.

     7. To do any and all such  further  acts and things and to exercise any and
all such further powers as may be necessary,  incidental,  relative,  conducive,
appropriate or desirable for the  accomplishment,  carrying out or attainment of
all or any of the foregoing purposes or objects.

     The foregoing  objects and purposes  shall,  except as otherwise  expressly
provided, be in no way limited or restricted by reference to, or inference from,
the terms of any other clause of this or any other  Article of this  Declaration
of Trust,  and shall each be regarded as independent  and construed as powers as
well as objects and purposes, and the enumeration of specific purposes,  objects
and powers shall not be construed to limit or restrict in any manner the meaning
of general terms or the general  powers of the Trust now or hereafter  conferred
by the laws of the Commonwealth of Massachusetts nor shall the expression of one
thing be deemed to  exclude  another,  though it be of a similar  or  dissimilar
nature, not expressed;  provided, however, that the Trust shall not carry on any
business, or exercise any powers, in any state,  territory,  district or country
except to the extent that the same may lawfully be carried on or exercised under
the laws thereof.

         ARTICLE FOURTH - SHARES
         --------------   ------

     1. The beneficial  interest in the Trust shall be divided into Shares,  all
with $.001 par value per share,  but the Trustees  shall have the authority from
time to time,  without  obtaining  shareholder  approval,  to create one or more
Series  of  Shares  in  addition  to the  Series  specifically  established  and
designated  in part 3 of this  Article  FOURTH,  and to divide the shares of any
Series into two or more Classes  pursuant to part 2 of this Article FOURTH,  all
as they deem necessary or desirable,  to establish and designate such Series and
Classes, and to fix and determine the relative rights and preferences as between
the  different  Series of Shares or  Classes as to right of  redemption  and the
price,  terms and manner of redemption,  liabilities and expenses to be borne by
any Series or Class,  special  and  relative  rights as to  dividends  and other
distributions   and  on  liquidation,   sinking  or  purchase  fund  provisions,
conversion on liquidation,  conversion  rights,  and conditions  under which the
several  Series or Classes  shall  have  individual  voting  rights or no voting
rights.  Except as  established  by the Trustees  with respect to such Series or
Classes,  pursuant  to the  provisions  of this  Article  FOURTH,  and except as
otherwise  provided herein,  all Shares of the different Series and Classes of a
Series, if any, shall be identical.

     (a) The number of authorized Shares and the number of Shares of each Series
and each Class of a Series that may be issued is unlimited, and the Trustees may
issue Shares of any Series or Class of any Series for such  consideration and on
such terms as they may determine (or for no consideration if pursuant to a Share
dividend or split-up),  or may reduce the number of issued Shares of a Series or
Class in proportion to the relative net asset value of the Shares of such Series
or Class, all without action or approval of the Shareholders. All Shares when so
issued  on the  terms  determined  by the  Trustees  shall  be  fully  paid  and
non-assessable.  The Trustees may classify or reclassify any unissued  Shares or
any Shares  previously  issued  and  reacquired  of any Series  into one or more
Series or Classes of Series that may be established  and designated from time to
time.  The  Trustees  may hold as  treasury  Shares  (of the same or some  other
Series), reissue for such consideration and on such terms as they may determine,
or cancel,  at their discretion from time to time, any Shares  reacquired by the
Trust.

     (b) The  establishment  and  designation  of any Series or any Class of any
Series in addition to that  established and designated in part 3 of this Article
FOURTH  shall be  effective  upon either (i) the  execution by a majority of the
Trustees of an instrument  setting forth such  establishment and designation and
the relative rights and preferences of such Series or such Class of such Series,
whether  directly in such instrument or by reference to, or approval of, another
document that sets forth such relative  rights and  preferences of the Series or
any  Class  of  any  Series  including,  without  limitation,  any  registration
statement of the Trust,  (ii) upon the  execution of an instrument in writing by
an officer of the Trust  pursuant to the vote of a majority of the Trustees,  or
(iii) as otherwise  provided in either such  instrument.  At any time that there
are  no  Shares  outstanding  of  any  particular  Series  or  Class  previously
established  and  designated,  the Trustees may by an  instrument  executed by a
majority of their  number or by an officer of the Trust  pursuant to a vote of a
majority of the Trustees abolish that Series or Class and the  establishment and
designation  thereof.  Each instrument referred to in this paragraph shall be an
amendment  to this  Declaration  of Trust,  and the  Trustees  may make any such
amendment without shareholder approval.

     (c) Any Trustee,  officer or other agent of the Trust, and any organization
in which any such person is  interested  may acquire,  own,  hold and dispose of
Shares of any Series or Class of any  Series of the Trust to the same  extent as
if such person were not a Trustee,  officer or other agent of the Trust; and the
Trust may issue and sell or cause to be issued and sold and may purchase  Shares
of any  Series  or  Class  of any  Series  from  any  such  person  or any  such
organization  subject  only to the general  limitations,  restrictions  or other
provisions  applicable to the sale or purchase of Shares of such Series or Class
generally.

     2. (a) Classes.  The Trustees shall have the exclusive  authority from time
to time,  without obtaining  shareholder  approval,  to divide the Shares of any
Series into two or more  Classes as they deem  necessary  or  desirable,  and to
establish and  designate  such  Classes.  In such event,  each Class of a Series
shall  represent  interests in the designated  Series of the Trust and have such
voting,  dividend,  liquidation  and  other  rights  as may be  established  and
designated  by the  Trustees.  Expenses  and  liabilities  related  directly  or
indirectly  to the  Shares  of a Class of a Series  may be borne  solely by such
Class (as shall be determined by the Trustees)  and, as provided in this Article
FOURTH. The bearing of expenses and liabilities solely by a Class of Shares of a
Series  shall  be  appropriately  reflected  (in the  manner  determined  by the
Trustees) in the net asset value,  dividend and liquidation rights of the Shares
of such Class of a Series.  The  division of the Shares of a Series into Classes
and the terms and  conditions  pursuant  to which the Shares of the Classes of a
Series will be issued must be made in compliance  with the 1940 Act. No division
of Shares of a Series into  Classes  shall  result in the creation of a Class of
Shares having a preference as to dividends or  distributions  or a preference in
the event of any  liquidation,  termination  or winding up of the Trust,  to the
extent such a preference  is  prohibited by Section 18 of the 1940 Act as to the
Trust.  The  fact  that a Series  shall  have  initially  been  established  and
designated  without any specific  establishment or designation of Classes (i.e.,
that all Shares of such Series are initially of a ---- single Class),  or that a
Series shall have more than one  established  and  designated  Class,  shall not
limit the authority of the Trustees to establish and designate separate Classes,
or one or more  additional  Classes,  of said  Series  without  approval  of the
holders of the initial Class thereof,  or previously  established and designated
Class or Classes thereof.

     (b) Class  Differences.  The relative rights and preferences of the Classes
of any Series may differ in such other respects as the Trustees may determine to
be appropriate in their sole discretion,  provided that such differences are set
forth in the instrument  establishing  and designating such Classes and executed
by a majority of the Trustees (or by an instrument executed by an officer of the
Trust pursuant to a vote of a majority of the Trustees).

     The relative  rights and  preferences  of each Class of Shares shall be the
same in all  respects  except  that,  and unless and until the Board of Trustees
shall  determine  otherwise:  (i) when a vote of  Shareholders is required under
this  Declaration  of Trust or when a meeting of  Shareholders  is called by the
Board of Trustees,  the Shares of a Class shall vote exclusively on matters that
affect that Class only;  (ii) the  expenses and  liabilities  related to a Class
shall be borne solely by such Class (as  determined  and allocated to such Class
by the Trustees from time to time in a manner  consistent  with parts 2 and 3 of
this Article FOURTH); and (iii) pursuant to part 10 of Article NINTH, the Shares
of each Class shall have such other rights and preferences as are set forth from
time to time in the then  effective  prospectus  and/or  statement of additional
information relating to the Shares. Dividends and distributions on each Class of
Shares may differ from the dividends and  distributions on any other such Class,
and the net asset  value of each Class of Shares  may differ  from the net asset
value of any other such Class.

     3. Without  limiting the authority of the Trustees set forth in parts 1 and
2 of this  Article  FOURTH to  establish  and  designate  any further  Series or
Classes of Series, the Trustees hereby establish one Series of Shares having the
same name as the Trust,  and said  Shares  shall be divided  into four  Classes,
which shall be designated  Class A, Class B, Class C and Class Y. In addition to
the rights and  preferences  described in parts 1 and 2 of this  Article  FOURTH
with respect to Series and Classes,  the Series and Classes  established  hereby
shall have the relative rights and preferences  described in this part 3 of this
Article FOURTH.  The Shares of any Series or Class that may from time to time be
established and designated by the Trustees shall (unless the Trustees  otherwise
determine with respect to some Series or Classes at the time of establishing and
designating the same) have the following relative rights and preferences:

     (a) Assets Belonging to Series or Class. All consideration  received by the
Trust  for the  issue or sale of  Shares  of a  particular  Series  or any Class
thereof,  together  with all assets in which such  consideration  is invested or
reinvested,  all income, earnings,  profits, and proceeds thereof, including any
proceeds derived from the sale,  exchange or liquidation of such assets, and any
funds or payments  derived from any  reinvestment  of such  proceeds in whatever
form  the same may be,  shall  irrevocably  belong  to that  Series  (and may be
allocated to any Classes  thereof) for all purposes,  subject only to the rights
of  creditors,  and shall be so recorded upon the books of account of the Trust.
Such consideration,  assets,  income,  earnings,  profits, and proceeds thereof,
including any proceeds  derived from the sale,  exchange or  liquidation of such
assets,  and any  funds  or  payments  derived  from  any  reinvestment  of such
proceeds,  in whatever  form the same may be,  together  with any General  Items
allocated  to that  Series as  provided in the  following  sentence,  are herein
referred to as "assets  belonging  to" that Series.  In the event that there are
any assets, income, earnings,  profits, and proceeds thereof, funds, or payments
which  are not  readily  identifiable  as  belonging  to any  particular  Series
(collectively  "General Items"),  the Trustees shall allocate such General Items
to and among any one or more of the Series  established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and  equitable;  and any General Items so allocated to a particular  Series
shall belong to that Series (and be allocable to any Classes thereof). Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series (and any Classes  thereof) for all  purposes.  No  Shareholder  or
former  Shareholder of any Series or Class shall have a claim on or any right to
any assets allocated or belonging to any other Series or Class.

     (b) (1) Liabilities Belonging to Series. The liabilities,  expenses, costs,
charges and reserves  attributable to each Series shall be charged and allocated
to the assets  belonging to each  particular  Series.  Any general  liabilities,
expenses, costs, charges and reserves of the Trust which are not identifiable as
belonging  to any  particular  Series  shall be  allocated  and  charged  by the
Trustees to and among any one or more of the Series  established  and designated
from time to time in such manner and on such basis as the Trustees in their sole
discretion deem fair and equitable.  The liabilities,  expenses,  costs, charges
and reserves  allocated and so charged to each Series are herein  referred to as
"liabilities   belonging  to"  that  Series.  Each  allocation  of  liabilities,
expenses,  costs,  charges and reserves by the Trustees  shall be conclusive and
binding upon the shareholders of all Series for all purposes.

     (2) Liabilities Belonging to a Class. If a Series is divided into more than
one Class, the liabilities,  expenses,  costs, charges and reserves attributable
to a  Class  shall  be  charged  and  allocated  to  the  Class  to  which  such
liabilities,  expenses, costs, charges or reserves are attributable. Any general
liabilities,  expenses, costs, charges or reserves belonging to the Series which
are not identifiable as belonging to any particular Class shall be allocated and
charged by the Trustees to and among any one or more of the Classes  established
and  designated  from  time  to time in such  manner  and on such  basis  as the
Trustees in their sole  discretion  deem fair and  equitable.  The  liabilities,
expenses, costs, charges and reserves allocated and so charged to each Class are
herein referred to as "liabilities  belonging to" that Class. Each allocation of
liabilities,  expenses,  costs,  charges and reserves by the  Trustees  shall be
conclusive and binding upon the holders of all Classes for all purposes.

     (c) Dividends. Dividends and distributions on Shares of a particular Series
or Class may be paid to the holders of Shares of that Series or Class, with such
frequency  as the  Trustees  may  determine,  which  may be daily  or  otherwise
pursuant to a standing  resolution or resolutions adopted only once or with such
frequency as the Trustees may determine,  from such of the income, capital gains
accrued or realized,  and capital and surplus, from the assets belonging to that
Series, or in the case of a Class,  belonging to such Series and being allocable
to such Class,  as the Trustees may  determine,  after  providing for actual and
accrued  liabilities  belonging  to such  Series or  Class.  All  dividends  and
distributions on Shares of a particular Series or Class shall be distributed pro
rata to the  Shareholders of such Series or Class in proportion to the number of
Shares of such Series or Class held by such Shareholders at the date and time of
record  established for the payment of such dividends or  distributions,  except
that in connection  with any dividend or  distribution  program or procedure the
Trustees  may  determine  that no dividend or  distribution  shall be payable on
Shares as to which the Shareholder's purchase order and/or payment have not been
received by the time or times  established by the Trustees under such program or
procedure.  Such  dividends and  distributions  may be made in cash or Shares of
that Series or Class or a  combination  thereof as determined by the Trustees or
pursuant to any program that the Trustees may have in effect at the time for the
election  by each  Shareholder  of the mode of the  making of such  dividend  or
distribution  to that  Shareholder.  Any such dividend or  distribution  paid in
Shares will be paid at the net asset value  thereof as  determined in accordance
with part 13 of Article SEVENTH. Notwithstanding anything in this Declaration of
Trust to the  contrary,  the Trustees  may at any time declare and  distribute a
dividend  of stock or  other  property  pro rata  among  the  Shareholders  of a
particular  Series or Class at the date and time of record  established  for the
payment of such dividends or distributions.

     (d)  Liquidation.  In the event of the  liquidation  or  dissolution of the
Trust or any Series or Class thereof,  the  Shareholders  of each Series and all
Classes of each Series that have been  established  and designated and are being
liquidated  and  dissolved  shall be entitled to receive,  as a Series or Class,
when and as declared by the Trustees, the excess of the assets belonging to that
Series or, in the case of a Class,  belonging  to that Series and  allocable  to
that Class,  over the  liabilities  belonging to that Series or Class.  Upon the
liquidation  or dissolution of the Trust or any Series or Class pursuant to this
part 3(d) of this Article  FOURTH the  Trustees  shall make  provisions  for the
payment of all outstanding obligations, taxes and other liabilities,  accrued or
contingent, of the Trust or that Series or Class. The assets so distributable to
the Shareholders of any particular  Class and Series shall be distributed  among
such  Shareholders in proportion to the relative net asset value of such Shares.
The  liquidation of the Trust or any  particular  Series or Class thereof may be
authorized  at any time by vote of a  majority  of the  Trustees  or  instrument
executed by a majority of their  number then in office,  provided  the  Trustees
find that it is in the best interest of the Shareholders of such Series or Class
or as  otherwise  provided  in  this  Declaration  of  Trust  or the  instrument
establishing  such Series or Class. The Trustees shall provide written notice to
affected  shareholders  of a termination  effected  under this part 3(d) of this
Article FOURTH.

     (e)  Transfer.  All  Shares of each  particular  Series  or Class  shall be
transferable,  but transfers of Shares of a particular  Class and Series will be
recorded on the Share transfer records of the Trust applicable to such Series or
Class of that Series,  as kept by the Trust or by any transfer or similar agent,
as the case may be, only at such times as  Shareholders  shall have the right to
require the Trust to redeem Shares of such Series or Class of that Series and at
such other times as may be permitted by the Trustees.

     (f) Equality.  Except as provided  herein or in the instrument  designating
and establishing any Series or Class, all Shares of a particular Series or Class
shall represent an equal proportionate  interest in the assets belonging to that
Series,  or in the case of a Class,  belonging  to that Series and  allocable to
that Class, (subject to the liabilities belonging to that Series or that Class),
and each Share of any  particular  Series or Class  shall be equal to each other
Share of that Series or Class;  but the  provisions of this  sentence  shall not
restrict any distinctions  permissible  under this Article FOURTH that may exist
with respect to Shares of the  different  Classes of a Series.  The Trustees may
from time to time divide or combine the Shares of any particular Class or Series
into a greater or lesser number of Shares of that Class or Series  provided that
such  division  or  combination  does not  change the  proportionate  beneficial
interest in the assets belonging to that Series or allocable to that Class or in
any way affect the rights of Shares of any other Class or Series.

     (g)  Fractions.  Any fractional  Share of any Class or Series,  if any such
fractional Share is outstanding,  shall carry proportionately all the rights and
obligations  of a whole Share of that Class and Series,  including  those rights
and obligations with respect to voting,  receipt of dividends and distributions,
redemption of Shares, and liquidation of the Trust.

     (h) Conversion  Rights.  Subject to compliance with the requirements of the
1940 Act, the Trustees  shall have the  authority to provide that (i) holders of
Shares of any Series shall have the right to exchange said Shares into Shares of
one or more other  Series of Shares,  (ii)  holders of shares of any Class shall
have the right to exchange  said Shares into Shares of one or more other Classes
of the same or a different  Series,  and/or (iii) the Trust shall have the right
to carry out  exchanges of the aforesaid  kind, in each case in accordance  with
such requirements and procedures as may be established by the Trustees.

     (i)  Ownership of Shares.  The ownership of Shares shall be recorded on the
books of the Trust or of a transfer or similar agent for the Trust,  which books
shall be maintained  separately for the Shares of each Class and Series that has
been established and designated.  No  certification  certifying the ownership of
Shares need be issued except as the Trustees may otherwise  determine  from time
to time. The Trustees may make such rules as they consider  appropriate  for the
issuance of Share certificates, the use of facsimile signatures, the transfer of
Shares and similar  matters.  The record books of the Trust as kept by the Trust
or any transfer or similar agent,  as the case may be, shall be conclusive as to
who are the Shareholders and as to the number of Shares of each Class and Series
held from time to time by each such Shareholder.

     (j)  Investments in the Trust.  The Trustees may accept  investments in the
Trust  from  such  persons  and on such  terms and for such  consideration,  not
inconsistent  with the  provisions  of the 1940  Act,  as they from time to time
authorize or determine.  Such investments may be in the form of cash, securities
or other property in which the appropriate Series is authorized to invest,  hold
or own,  valued as  provided  in part 13,  Article  SEVENTH.  The  Trustees  may
authorize any distributor,  principal underwriter,  custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that conform to
such  authorized  terms and to reject  any  purchase  or sale  orders for Shares
whether or not conforming to such authorized terms.

         ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
         -------------   ----------------------------------------

The following provisions are hereby adopted with respect to voting Shares of the
Trust and certain other rights:

     1. The Shareholders  shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to Shareholders, or removal of Trustees
to the  extent  and as  provided  in  Article  SIXTH,  (b) with  respect  to the
amendment of this Declaration of Trust to the extent and as provided in part 12,
Article  NINTH,  (c) with respect to  transactions  with respect to the Trust, a
Series or Class as provided in part 4(a),  Article NINTH, (d) to the same extent
as the shareholders of a Massachusetts  business  corporation,  as to whether or
not a court  action,  proceeding  or  claim  should  be  brought  or  maintained
derivatively  or as a class  action on behalf of the Trust any Series,  Class or
the Shareholders, (e) with respect to those matters relating to the Trust as may
be required by the 1940 Act or required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any  registration  statement of the Trust filed with
the Commission or any State, or as the Trustees may consider desirable,  and (f)
with  respect  to any  other  matter  as to which the  Trustees,  in their  sole
discretion, shall submit to the Shareholders.

     2. The Trust will not hold shareholder meetings unless required by the 1940
Act, the provisions of this  Declaration of Trust, or any other  applicable law.
The Trustees may call a meeting of shareholders from time to time.

     3. As to each matter submitted to a vote of Shareholders,  each Shareholder
shall  be  entitled  to one vote for each  whole  Share  and to a  proportionate
fractional vote for each fractional Share standing in such Shareholder's name on
the books of the Trust  irrespective  of the Series thereof or the Class thereof
and all Shares of all Series and Classes  shall vote together as a single Class;
provided,  however,  that (i) as to any matter with  respect to which a separate
vote of one or more Series or Classes thereof is required by the 1940 Act or the
provisions of the writing establishing and designating the Series or Class, such
requirements  as to a separate  vote by such Series or Class thereof shall apply
in lieu of all Shares of all Series and  Classes  thereof  voting  together as a
single Class;  and (ii) as to any matter which affects only the interests of one
or more particular Series or Classes thereof,  only the holders of Shares of the
one or more affected  Series or Classes  thereof shall be entitled to vote,  and
each such Series or Class shall vote as a separate Class. All Shares of a Series
shall have identical voting rights,  and all Shares of a Class of a Series shall
have identical voting rights. Shares may be voted in person or by proxy. Proxies
may be given by or on behalf of a  Shareholder  orally or in writing or pursuant
to any computerized, telephonic, or mechanical data gathering process.

     4. Except as required by the 1940 Act or other applicable law, the presence
in person or by proxy of  one-third  of the Shares  entitled  to vote shall be a
quorum for the  transaction of business at a  Shareholders'  meeting,  provided,
however, that if any action to be taken by the Shareholders of a Series or Class
requires  an  affirmative  vote of a majority,  or more than a majority,  of the
Shares  outstanding  and  entitled to vote,  then with respect to voting on that
particular issue the presence in person or by proxy of the holders of a majority
of the  Shares  outstanding  and  entitled  to  vote  at  such a  meeting  shall
constitute a quorum for the  transaction of business with respect to such issue.
Any number less than a quorum shall be sufficient  for  adjournments.  If at any
meeting  of the  Shareholders  there  shall be less than a quorum  present  with
respect to a  particular  issue to be voted on, such  meeting may be  adjourned,
without  further  notice,  with  respect to such issue from time to time until a
quorum shall be present  with  respect to such issue,  but voting may take place
with  respect  to  issues  for  which  a  quorum  is  present.  Any  meeting  of
Shareholders,  whether or not a quorum is present, may be adjourned with respect
to any one or more items of business for any lawful  purpose,  provided  that no
meeting  shall be  adjourned  for more than six  months  beyond  the  originally
scheduled  date.  Any  adjourned  session  or  sessions  may be  held,  within a
reasonable time after the date for the original meeting without the necessity of
further notice. A majority of the Shares voted at a meeting at which a quorum is
present shall decide any questions and a plurality shall elect a Trustee, except
when a  different  vote is required  by any  provision  of the 1940 Act or other
applicable law or by this Declaration of Trust or By-Laws.

     5. Each Shareholder, upon request to the Trust in proper form determined by
the Trust,  shall be entitled to require the Trust to redeem from the net assets
of that  Series all or part of the Shares of such  Series and Class  standing in
the name of such Shareholder.  The method of computing such net asset value, the
time at which such net asset value shall be computed  and the time within  which
the Trust  shall make  payment  therefor,  shall be  determined  as  hereinafter
provided in Article SEVENTH of this  Declaration of Trust.  Notwithstanding  the
foregoing,  the Trustees,  when  permitted or required to do so by the 1940 Act,
may suspend the right of the Shareholders to require the Trust to redeem Shares.

     6. No  Shareholder  shall,  as such  holder,  have any right to purchase or
subscribe  for any  Shares of the Trust  which it may issue or sell,  other than
such right, if any, as the Trustees, in their discretion, may determine.

     7. All persons who shall  acquire  Shares shall acquire the same subject to
the provisions of the Declaration of Trust.

     8. Cumulative voting for the election of Trustees shall not be allowed.

         ARTICLE SIXTH - THE TRUSTEES
         -------------   ------------

     1. The persons who shall act as Trustees  until their  successors  are duly
chosen and qualify are the trustees  executing this  Declaration of Trust or any
counterpart  thereof.  However,  the  By-Laws of the Trust may fix the number of
Trustees at a number  greater or lesser than the number of initial  Trustees and
may  authorize  the Trustees to increase or decrease the number of Trustees,  to
fill any  vacancies  on the Board which may occur for any reason  including  any
vacancies  created by any such  increase in the number of  Trustees,  to set and
alter the terms of office of the  Trustees  and to lengthen or lessen  their own
terms of  office or make  their  terms of office  of  indefinite  duration,  all
subject  to the 1940 Act,  as  amended  from time to time,  and to this  Article
SIXTH.  Unless otherwise provided by the By-Laws of the Trust, the Trustees need
not be Shareholders.

     2. A Trustee at any time may be  removed  either  with or without  cause by
resolution duly adopted by the affirmative  vote of the holders of two-thirds of
the  outstanding  Shares,  present  in  person  or by  proxy at any  meeting  of
Shareholders  called  for such  purpose;  such a meeting  shall be called by the
Trustees  when  requested in writing to do so by the record  holders of not less
than ten per centum of the outstanding  Shares. A Trustee may also be removed by
the Board of Trustees, as provided in the By-Laws of the Trust.

     3. The Trustees  shall make  available a list of names and addresses of all
Shareholders as recorded on the books of the Trust,  upon receipt of the request
in writing signed by not less than ten Shareholders  (who have been shareholders
for at least six months) holding in the aggregate  shares of the Trust valued at
not less  than  $25,000  at  current  offering  price  (as  defined  in the then
effective Prospectus and/or Statement of Additional  Information relating to the
Shares  under  the  Securities  Act of 1933,  as  amended  from time to time) or
holding  not less than 1% in amount of the  entire  amount of Shares  issued and
outstanding;  such request must state that such Shareholders wish to communicate
with other  Shareholders with a view to obtaining  signatures to a request for a
meeting  to  take  action  pursuant  to  part 2 of  this  Article  SIXTH  and be
accompanied by a form of communication to the Shareholders. The Trustees may, in
their  discretion,  satisfy their  obligation under this part 3 by either making
available the Shareholder list to such  Shareholders at the principal offices of
the Trust,  or at the  offices of the Trust's  transfer  agent,  during  regular
business hours, or by mailing a copy of such  communication and form of request,
at the expense of such requesting Shareholders,  to all other Shareholders,  and
the Trustees may also take such other action as may be permitted  under  Section
16(c) of the 1940 Act.

         ARTICLE SEVENTH - POWERS OF TRUSTEES
         ---------------   ------------------

     The following  provisions  are hereby  adopted for the purpose of defining,
limiting  and  regulating  the  powers  of  the  Trust,  the  Trustees  and  the
Shareholders.

     1. As soon  as any  Trustee  is duly  elected  by the  Shareholders  or the
Trustees and shall have accepted this Trust,  the Trust estate shall vest in the
new Trustee or Trustees,  together  with the  continuing  Trustees,  without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.

     2. The death, declination,  resignation, retirement, removal, or incapacity
of the Trustees, or any one of them, shall not operate to annul or terminate the
Trust or any  Series  but the Trust  shall  continue  in full  force and  effect
pursuant to the terms of this Declaration of Trust.

     3. The assets of the Trust shall be held separate and apart from any assets
now or  hereafter  held in any capacity  other than as Trustee  hereunder by the
Trustees or any successor Trustees.  All of the assets of the Trust shall at all
times be considered as vested in the Trustees.  No Shareholder  shall have, as a
holder of  beneficial  interest  in the  Trust,  any  authority,  power or right
whatsoever to transact  business for or on behalf of the Trust,  or on behalf of
the Trustees,  in connection with the property or assets of the Trust, or in any
part thereof.

     4. The Trustees in all instances shall act as principals, and are and shall
be free from the control of the Shareholders. The Trustees shall have full power
and  authority to do any and all acts and to make and execute,  and to authorize
the officers and agents of the Trust to make and execute,  any and all contracts
and  instruments  that they may consider  necessary or appropriate in connection
with the management of the Trust.  Except as otherwise provided herein or in the
1940 Act,  the  Trustees  shall not in any way be bound or limited by present or
future  laws or  customs  in regard to Trust  investments,  but shall  have full
authority  and  power  to make  any and all  investments  which  they,  in their
uncontrolled  discretion and to the same extent as if the Trustees were the sole
owners of the assets of the Trust and the  business  in their own  right,  shall
deem proper to accomplish  the purpose of this Trust.  Subject to any applicable
limitation in this  Declaration of Trust or by the By-Laws of the Trust,  and in
addition to the powers otherwise  granted herein,  the Trustees shall have power
and authority:

     (a) to adopt  By-Laws  not  inconsistent  with  this  Declaration  of Trust
providing  for the conduct of the business of the Trust,  including  meetings of
the  Shareholders  and  Trustees,  and other related  matters,  and to amend and
repeal  them  to  the  extent  that  they  do  not  reserve  that  right  to the
Shareholders;

     (b) to elect and remove  such  officers  and  appoint  and  terminate  such
officers as they consider  appropriate with or without cause, and to appoint and
terminate  agents and consultants and hire and terminate  employees,  any one or
more of the  foregoing  of  whom  may be a  Trustee,  and  may  provide  for the
compensation  of all of the  foregoing;  to appoint and designate from among the
Trustees  or  other  qualified  persons  such  committees  as the  Trustees  may
determine  and to  terminate  any such  committee  and remove any member of such
committee;

     (c) to employ as  custodian  of any assets of the Trust one or more  banks,
trust companies,  companies that are members of a national securities  exchange,
or any other entity  qualified and eligible to act as a custodian under the 1940
Act, as  modified by or  interpreted  by any  applicable  order or orders of the
Commission or any rules or regulations  adopted or interpretive  releases of the
Commission  thereunder,  subject to any conditions set forth in this Declaration
of Trust or in the By-Laws,  and may authorize  such  depository or custodian to
employ subcustodians or agents;

     (d) to retain one or more transfer agents and shareholder servicing agents,
or both,  and may authorize such transfer  agents or servicing  agents to employ
sub-agents;

     (e) to provide for the  distribution  of Shares either  through a principal
underwriter or the Trust itself or both or otherwise;

     (f) to set record  dates by  resolution  of the  Trustees  or in the manner
provided for in the By-Laws of the Trust;

     (g) to delegate such  authority as they consider  desirable to any officers
of the Trust and to any investment advisor,  manager,  custodian or underwriter,
or other agent or independent contractor;

     (h) to vote or give  assent,  or  exercise  any rights of  ownership,  with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver  powers of attorney to or  otherwise  authorize  by standing
policies  adopted by the Trustees,  such person or persons as the Trustees shall
deem proper,  granting to such person or persons such power and discretion  with
relation to securities or property as the Trustees shall deem proper;

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

     (j) to hold any  security or property in a form not  indicating  any trust,
whether in bearer, unregistered or other negotiable form, either in its own name
or in the  name  of a  custodian,  subcustodian  or a  nominee  or  nominees  or
otherwise;

     (k) to  consent  to or  participate  in any  plan  for the  reorganization,
consolidation or merger of any corporation or concern,  any security of which is
held in the Trust; to consent to any contract,  lease,  mortgage,  purchase,  or
sale  of  property  by  such  corporation  or  concern,  and  to  pay  calls  or
subscriptions with respect to any security or instrument held in the Trust;

     (l) to join with other  holders of any  security  or  instrument  in acting
through a  committee,  depositary,  voting  trustee  or  otherwise,  and in that
connection to deposit any security or instrument  with, or transfer any security
to, any such  committee,  depositary  or  trustee,  and to delegate to them such
power and authority  with relation to any security  (whether or not so deposited
or transferred)  as the Trustees shall deem proper,  and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;

     (m) to sue or be sued in the name of the Trust;

     (n) to  compromise,  arbitrate,  or otherwise  adjust claims in favor of or
against the Trust or any matter in  controversy  including,  but not limited to,
claims for taxes;

     (o) to make,  by  resolutions  adopted  by the  Trustees  or in the  manner
provided  in the  By-Laws,  distributions  of  income  and of  capital  gains to
Shareholders;

     (p) to borrow money and to pledge,  mortgage or  hypothecate  the assets of
the Trust or any part thereof,  to the extent and in the manner permitted by the
1940 Act;

     (q) to enter into investment advisory or management  contracts,  subject to
the  1940  Act,  with  any  one  or  more  corporations,  partnerships,  trusts,
associations or other persons;

     (r) to make loans of cash and/or securities or other assets of the Trust;

     (s) to change  the name of the Trust or any Class or Series of the Trust as
they consider appropriate without prior shareholder approval;

     (t) to establish  officers' and Trustees' fees or compensation  and fees or
compensation  for  committees  of the  Trustees  to be paid by the Trust or each
Series thereof in such manner and amount as the Trustees may determine;

     (u) to invest all or any portion of the  Trust's  assets in any one or more
registered  investment  companies,  including investment by means of transfer of
such assets in exchange for an interest or interests in such investment  company
or investment companies or by any other means approved by the Trustees;

     (v) to determine  whether a minimum  and/or  maximum  value should apply to
accounts  holding  shares,  to fix such values and establish  the  procedures to
cause the involuntary  redemption of accounts that do not satisfy such criteria;
and

     (w) to enter into joint ventures,  general or limited  partnerships and any
other combinations or associations;

     (x) to endorse or guarantee  the payment of any notes or other  obligations
of any person; to make contracts of guaranty or suretyship,  or otherwise assume
liability for payment thereof;

     (y) to purchase and pay for entirely out of Trust  property such  insurance
and/or bonding as they may deem necessary or appropriate  for the conduct of the
business, including, without limitation,  insurance policies insuring the assets
of the Trust  and  payment  of  distributions  and  principal  on its  portfolio
investments,  and  insurance  policies  insuring  the  Shareholders,   Trustees,
officers,   employees,  agents,  consultants,   investment  advisors,  managers,
administrators,    distributors,    principal   underwriters,   or   independent
contractors,  or any thereof (or any person connected  therewith),  of the Trust
individually  against  all claims and  liabilities  of every  nature  arising by
reason of  holding,  being or having  held any such  office or  position,  or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity,  including any action taken or omitted that may be determined
to  constitute  negligence,  whether  or not the Trust  would  have the power to
indemnify such person against such liability;

     (z) to pay pensions  for faithful  service,  as deemed  appropriate  by the
Trustees, and to adopt, establish and carry out pension,  profit-sharing,  share
bonus,  share  purchase,  savings,  thrift and other  retirement,  incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and  annuity  contracts  as a means  of  providing  such  retirement  and  other
benefits, for any or all of the Trustees,  officers, employees and agents of the
Trust;

     (aa) to adopt on behalf  of the Trust or any  Series  with  respect  to any
Class thereof a plan of distribution and related  agreements thereto pursuant to
the terms of Rule 12b-1 of the 1940 Act and to make  payments from the assets of
the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;

     (bb) to operate as and carry on the business of an  investment  company and
to exercise  all the powers  necessary  and  appropriate  to the conduct of such
operations;

     (cc) to issue, sell, repurchase,  redeem,  retire,  cancel,  acquire, hold,
resell,  reissue,  dispose of, and otherwise deal in Shares and,  subject to the
provisions set forth in Article  FOURTH and part 4, Article  FIFTH,  to apply to
any such  repurchase,  redemption,  retirement,  cancellation  or acquisition of
Shares any funds or  property  of the  Trust,  or the  particular  Series of the
Trust, with respect to which such Shares are issued;

     (dd) in  general  to carry on any  other  business  in  connection  with or
incidental to any of the foregoing powers, to do everything necessary,  suitable
or proper for the  accomplishment of any purpose or the attainment of any object
or the  furtherance  of any power  hereinbefore  set forth,  either  alone or in
association  with  others,  and to do every  other  act or thing  incidental  or
appurtenant  to or growing out of or connected  with the  aforesaid  business or
purposes, objects or powers.

     The foregoing clauses shall be construed both as objectives and powers, and
the  foregoing  enumeration  of  specific  powers  shall not be held to limit or
restrict in any manner the general powers of the Trustees.  Any action by one or
more of the  Trustees  in their  capacity as such  hereunder  shall be deemed an
action on behalf of the Trust or the  applicable  Series and not an action in an
individual capacity.

     5. No one dealing with the Trustees  shall be under any  obligation to make
any  inquiry  concerning  the  authority  of  the  Trustees,  or to  see  to the
application of any payments made or property transferred to the Trustees or upon
their order.

     6. (a) The Trustees shall have no power to bind any Shareholder  personally
or to  call  upon  any  Shareholder  for the  payment  of any  sum of  money  or
assessment  whatsoever  other  than  such  as the  Shareholder  may at any  time
personally agree to pay by way of subscription to any Shares or otherwise.  This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder  based upon the acts or  omissions  of such  shareholder  or for any
other reason.

     (b) Whenever this  Declaration  of Trust calls for or permits any action to
be taken by the  Trustees  hereunder,  such action  shall mean that taken by the
Board of Trustees  by vote of the  majority of a quorum of Trustees as set forth
from time to time in the By-Laws of the Trust or as required by the 1940 Act.

     (c) The Trustees  shall  possess and  exercise any and all such  additional
powers as are reasonably implied from the powers herein contained such as may be
necessary  or  convenient  in the conduct of any business or  enterprise  of the
Trust,  to do and  perform  anything  necessary,  suitable,  or  proper  for the
accomplishment  of any of the purposes,  or the attainment of any one or more of
the objects,  herein enumerated,  or which shall at any time appear conducive to
or expedient for the  protection or benefit of the Trust,  and to do and perform
all other acts and things  necessary or incidental to the purposes herein before
set forth, or that may be deemed necessary by the Trustees. Without limiting the
generality of the foregoing,  except as otherwise provided herein or in the 1940
Act, the Trustees  shall not in any way be bound or limited by present or future
laws or customs in regard to trust  investments,  but shall have full  authority
and power to make any and all investments that they, in their discretion,  shall
deem proper to accomplish the purpose of this Trust.

     (d) The Trustees shall have the power, to the extent not inconsistent  with
the 1940 Act, to determine conclusively whether any moneys, securities, or other
properties of the Trust are, for the purposes of this Trust, to be considered as
capital or income and in what  manner any  expenses or  disbursements  are to be
borne as  between  capital  and  income  whether  or not in the  absence of this
provision  such moneys,  securities,  or other  properties  would be regarded as
capital or income  and  whether or not in the  absence  of this  provision  such
expenses or disbursements would ordinarily be charged to capital or to income.

     7. The  By-Laws of the Trust may  divide  the  Trustees  into  classes  and
prescribe the tenure of office of the several  classes,  but no class of Trustee
shall be elected for a period  shorter  than that from the time of the  election
following  the  division  into  classes  until the next  meeting of Trustees and
thereafter for a period shorter than the interval  between  meetings of Trustees
or for a period  longer than five years,  and the term of office of at least one
class shall expire each year.

     8. The  Shareholders  shall,  for any  lawful  purpose,  have the  right to
inspect the  records,  documents,  accounts  and books of the Trust,  subject to
reasonable regulations of the Trustees, not contrary to Massachusetts law, as to
whether  and to what  extent,  and at what  times and  places,  and  under  what
conditions and regulations, such right shall be exercised.

     9. Any officer elected or appointed by the Trustees or by the  Shareholders
or otherwise, may be removed at any time, with or without cause.

     10. The Trustees shall have power to hold their meetings, to have an office
or offices and, subject to the provisions of the laws of Massachusetts,  to keep
the books of the Trust outside of said  Commonwealth  at such places as may from
time to time be designated by them.  Action may be taken by the Trustees without
a meeting by unanimous  written  consent or by  telephone  or similar  method of
communication.

     11.  Securities  held by the Trust  shall be voted in person or by proxy by
the President or a  Vice-President,  or such officer or officers of the Trust or
such other  agent of the Trust as the  Trustees  shall  designate  or  otherwise
authorize by standing policies adopted by the Trustees for the purpose,  or by a
proxy or proxies thereunto duly authorized by the Trustees.

     12. (a) Subject to the provisions of the 1940 Act, any Trustee,  officer or
employee,  individually,  or any  partnership  of which any Trustee,  officer or
employee  may be a  member,  or any  corporation  or  association  of which  any
Trustee,  officer or employee  may be an officer,  partner,  director,  trustee,
employee or stockholder,  or otherwise may have an interest,  may be a party to,
or may be pecuniarily or otherwise interested in, any contract or transaction of
the Trust, and in the absence of fraud no contract or other transaction shall be
thereby affected or invalidated;  provided that in such case a Trustee,  officer
or employee or a  partnership,  corporation  or  association of which a Trustee,
officer  or  employee  is a member,  officer,  director,  trustee,  employee  or
stockholder  is so  interested,  such fact shall be disclosed or shall have been
known to the Trustees including those Trustees who are not so interested and who
are neither  "interested" nor "affiliated" persons as those terms are defined in
the 1940 Act, or a majority  thereof;  and any Trustee who is so interested,  or
who is also a director,  officer,  partner,  trustee, employee or stockholder of
such other  corporation or a member of such partnership or association  which is
so interested,  may be counted in  determining  the existence of a quorum at any
meeting of the Trustees which shall  authorize any such contract or transaction,
and may vote thereat to authorize  any such contract or  transaction,  with like
force and effect as if he were not so interested.

     (b) Specifically,  but without  limitation of the foregoing,  the Trust may
enter into a management or investment advisory contract or underwriting contract
and other  contracts  with,  and may  otherwise do business  with any manager or
investment  advisor for the Trust and/or principal  underwriter of the Shares of
the Trust or any  subsidiary  or  affiliate  of any such  manager or  investment
advisor and/or principal underwriter and may permit any such firm or corporation
to enter  into  any  contracts  or other  arrangements  with any  other  firm or
corporation relating to the Trust notwithstanding that the Trustees of the Trust
may be composed in part of  partners,  directors,  officers or  employees of any
such firm or  corporation,  and officers of the Trust may have been or may be or
become  partners,   directors,  officers  or  employees  of  any  such  firm  or
corporation,  and in the  absence  of  fraud  the  Trust  and any  such  firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or  corporation  shall be  invalidated or in
any way  affected  thereby,  nor shall any  Trustee  or  officer of the Trust be
liable to the Trust or to any  Shareholder  or creditor  thereof or to any other
person for any loss incurred by it or him solely because of the existence of any
such contract or  transaction;  provided  that nothing  herein shall protect any
director or officer of the Trust  against any  liability  to the trust or to its
security  holders  to which he would  otherwise  be subject by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.

     (c) As used in this  paragraph the following  terms shall have the meanings
set forth below:

     (i) the term "indemnitee" shall mean any present or former Trustee, officer
or employee of the Trust,  any present or former Trustee,  partner,  Director or
officer  of  another  trust,  partnership,   corporation  or  association  whose
securities  are or were  owned by the  Trust or of which  the  Trust is or was a
creditor and who served or serves in such  capacity at the request of the Trust,
and the heirs, executors,  administrators,  successors and assigns of any of the
foregoing;  however,  whenever  conduct by an  indemnitee  is  referred  to, the
conduct shall be that of the original  indemnitee  rather than that of the heir,
executor, administrator, successor or assignee;

     (ii) the term "covered  proceeding"  shall mean any threatened,  pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative,  to which an  indemnitee is or was a party or is threatened to be
made a  party  by  reason  of the  fact  or  facts  under  which  he or it is an
indemnitee as defined above;

     (iii) the term  "disabling  conduct"  shall mean willful  misfeasance,  bad
faith,  gross  negligence  or reckless  disregard of the duties  involved in the
conduct of the office in question;

     (iv) the term "covered expenses" shall mean expenses (including  attorney's
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by an indemnitee in connection with a covered proceeding; and

     (v) the term  "adjudication  of  liability"  shall mean,  as to any covered
proceeding  and  as to  any  indemnitee,  an  adverse  determination  as to  the
indemnitee whether by judgment, order, settlement,  conviction or upon a plea of
nolo contendere or its equivalent.

     (d) The Trust shall not indemnify any indemnitee  for any covered  expenses
in any covered proceeding if there has been an adjudication of liability against
such indemnitee expressly based on a finding of disabling conduct.

     (e) Except as set forth in paragraph (d) above,  the Trust shall  indemnify
any indemnitee for covered  expenses in any covered  proceeding,  whether or not
there  is  an   adjudication   of   liability  as  to  such   indemnitee,   such
indemnification  by the  Trust  to be to the  fullest  extent  now or  hereafter
permitted  by any  applicable  law  unless the  By-laws  limit or  restrict  the
indemnification  to which any indemnitee may be entitled.  The Board of Trustees
may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.

     (f) Nothing  herein shall be deemed to affect the right of the Trust and/or
any  indemnitee  to  acquire  and  pay  for any  insurance  covering  any or all
indemnities  to the extent  permitted by  applicable  law or to affect any other
indemnification  rights to which any  indemnitee  may be  entitled to the extent
permitted by applicable law. Such rights to indemnification shall not, except as
otherwise provided by law, be deemed exclusive of any other rights to which such
indemnitee may be entitled under any statute, By-Law, contract or otherwise.

     13. The Trustees are empowered, in their absolute discretion,  to establish
the bases or times,  or both, for  determining  the net asset value per Share of
any  Class and  Series  in  accordance  with the 1940 Act and to  authorize  the
voluntary purchase by any Class and Series, either directly or through an agent,
of Shares of any Class and Series  upon such terms and  conditions  and for such
consideration  as the Trustees shall deem advisable in accordance  with the 1940
Act.

     14.  Payment  of the net asset  value  per  Share of any  Class and  Series
properly  surrendered  to it for  redemption  shall be made by the Trust  within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional documentation that may be reasonably required by the Trust or its
transfer  agent to evidence the  authority of the tenderor to make such request,
plus any period of time  during  which the right of the holders of the shares of
such Class of that  Series to require  the Trust to redeem  such shares has been
suspended. Any such payment may be made in portfolio securities of such Class of
that  Series  and/or in cash,  as the  Trustees  shall  deem  advisable,  and no
Shareholder  shall have a right,  other than as determined  by the Trustees,  to
have Shares redeemed in kind.

     15. The Trust shall have the right,  at any time,  without  prior notice to
the  Shareholder  to redeem Shares of the Class and Series held by a Shareholder
held in any account  registered in the name of such  Shareholder for its current
net  asset  value,  for any  reason,  including,  but not  limited  to,  (i) the
determination  that such redemption is necessary to reimburse either that Series
or Class of the Trust or the distributor  (i.e.,  principal  underwriter) of the
Shares  for any loss  either  has  sustained  by reason of the  failure  of such
Shareholder  to make timely and good payment for Shares  purchased or subscribed
for  by  such  Shareholder,   regardless  of  whether  such  Shareholder  was  a
Shareholder at the time of such purchase or subscription,  (ii) the failure of a
Shareholder  to supply a tax  identification  number if required to do so, (iii)
the failure of a  Shareholder  to pay when due for the purchase of Shares issued
to him and subject to and upon such terms and  conditions  as the  Trustees  may
from time to time prescribe,  (iv) pursuant to authorization by a Shareholder to
pay fees or make other payments to one or more third parties, including, without
limitation,  any affiliate of the investment  advisor of the Trust or any Series
thereof,  or (v) if the  aggregate  net  asset  value  of  all  Shares  of  such
Shareholder  (taken at cost or  value,  as  determined  by the  Board)  has been
reduced below an amount  established  by the Board of Trustees from time to time
as the minimum amount required to be maintained by Shareholders.

         ARTICLE EIGHTH - LICENSE
         --------------   -------

     The name "Oppenheimer"  included in the name of the Trust and of any Series
shall  be  used  pursuant  to  a   royalty-free,   non-exclusive   license  from
OppenheimerFunds,  Inc.  ("OFI"),  incidental  to and as part of any one or more
advisory,  management or supervisory  contracts which may be entered into by the
Trust with OFI.  Such  license  shall  allow OFI to inspect  and  subject to the
control of the Board of  Trustees  to control the nature and quality of services
offered by the Trust under such name.  The license may be terminated by OFI upon
termination  of such advisory,  management or  supervisory  contracts or without
cause upon 60 days'  written  notice,  in which case  neither  the Trust nor any
Series or Class shall have any further  right to use the name  "Oppenheimer"  in
its name or  otherwise  and the Trust,  the  Shareholders  and its  officers and
Trustees shall promptly take whatever action may be necessary to change its name
and the names of any Series or Classes accordingly.

         ARTICLE NINTH - MISCELLANEOUS:
         -------------   -------------

     1. In case  any  Shareholder  or  former  Shareholder  shall  be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason,  the  Shareholder
or former Shareholder (or the Shareholders' heirs, executors,  administrators or
other legal representatives or in the case of a corporation or other entity, its
corporate or other general  successor) shall be entitled out of the Trust estate
to be held harmless from and  indemnified  against all loss and expense  arising
from such liability.  The Trust shall,  upon request by the Shareholder,  assume
the  defense of any such  claim  made  against  any  Shareholder  for any act or
obligation of the Trust and satisfy any judgment thereon.

     2. It is hereby expressly declared that a trust is created hereby and not a
partnership, joint stock association,  corporation,  bailment, or any other form
of a legal  relationship  other than a trust, as  contemplated in  Massachusetts
General Laws Chapter 182. No individual  Trustee  hereunder shall have any power
to bind the Trust unless so authorized by the  Trustees,  or to personally  bind
the Trust's officers or any Shareholder.  All persons extending credit to, doing
business  with,  contracting  with or having or asserting  any claim against the
Trust or the Trustees  shall look only to the assets of the  appropriate  Series
for payment under any such credit,  transaction,  contract or claim; and neither
the  Shareholders  nor the  Trustees,  nor any of their  agents,  whether  past,
present  or  future,  shall  be  personally  liable  therefor;  notice  of  such
disclaimer and agreement thereto shall be given in each agreement, obligation or
instrument  entered into or executed by Trust or the  Trustees.  There is hereby
expressly  disclaimed  Shareholder  and  Trustee  liability  for  the  acts  and
obligations of the Trust.  Nothing in this  Declaration of Trust shall protect a
Trustee or officer  against any liability to which such Trustee or officer would
otherwise  be  subject  by reason  of  willful  misfeasance,  bad  faith,  gross
negligence  or reckless  disregard of the duties  involved in the conduct of the
office of Trustee or of such officer hereunder.

     3. The exercise by the Trustees of their powers and discretion hereunder in
good faith and with reasonable  care under the  circumstances  then  prevailing,
shall be binding upon everyone  interested.  Subject to the provisions of part 2
of this Article  NINTH,  the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. Subject to the foregoing,  (a) Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant,  advisor,  administrator,  distributor or principal
underwriter,  custodian or transfer, dividend disbursing,  Shareholder servicing
or accounting  agent of the Trust,  nor shall any Trustee be responsible for the
act or  omission  of any other  Trustee;  (b) the  Trustees  may take  advice of
counsel or other  experts  with  respect to the meaning and  operations  of this
Declaration of Trust, applicable laws, contracts,  obligations,  transactions or
any other  business the Trust may enter into,  and subject to the  provisions of
part 2 of this  Article  NINTH,  shall  be  under  no  liability  for any act or
omission in  accordance  with such advice or for failing to follow such  advice;
and (c) in discharging  their duties,  the Trustees,  when acting in good faith,
shall be  entitled  to rely  upon the  books of  account  of the  Trust and upon
written  reports  made to the  Trustees by any officer  appointed  by them,  any
independent  public  accountant,  and (with respect to the subject matter of the
contract involved) any officer,  partner or responsible  employee of a party who
has been  appointed  by the  Trustees or with whom the Trust has entered  into a
contract pursuant to Article SEVENTH. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

     4. This Trust shall continue without  limitation of time but subject to the
provisions of sub-sections (a) and (b) of this part 4.

(a)  Subject  to  applicable  Federal  and State law,  and  except as  otherwise
provided in part 5 of this Article NINTH,  the Trustees,  with the Majority Vote
of  Shareholders  of an  affected  Series or Class,  may sell and  convey all or
substantially  all the assets of that Series or Class (which sale may be subject
to the retention of assets for the payment of  liabilities  and expenses and may
be in the form of a statutory  merger to the extent permitted by applicable law)
to another issuer or to another Series or Class of the Trust for a consideration
which may be or include  securities  of such issuer or may merge or  consolidate
with any other  corporation,  association,  trust, or other  organization or may
sell,  lease,  or  exchange  all or a  portion  of the Trust  property  or Trust
property  allocated or  belonging  to such Series or Class,  upon such terms and
conditions and for such  consideration when and as authorized by such vote. Such
transactions may be effected  through  share-for-share  exchanges,  transfers or
sale of assets, shareholder in-kind redemptions and purchases,  exchange offers,
or any other method  approved by the  Trustees.  Upon making  provision  for the
payment of liabilities,  by assumption by such issuer or otherwise, the Trustees
shall  distribute the remaining  proceeds  among the holders of the  outstanding
Shares of the Series or Class, the assets of which have been so transferred,  in
proportion to the relative net asset value of such Shares.

(b)  Upon  completion  of the  distribution  of the  remaining  proceeds  or the
remaining  assets as provided in sub-section (a) hereof or pursuant to part 3(d)
of Article  FOURTH,  as applicable,  the Series the assets of which have been so
transferred  shall  terminate,  and if all the  assets of the Trust have been so
transferred,  the Trust shall  terminate and the Trustees shall be discharged of
any and all further  liabilities and duties  hereunder and the right,  title and
interest of all parties shall be canceled and discharged.

     5.  Subject to  applicable  Federal and state law, the Trustees may without
the  vote or  consent  of  Shareholders  cause  to be  organized  or  assist  in
organizing one or more  corporations,  trusts,  partnerships,  limited liability
companies,   associations,  or  other  organization,   under  the  laws  of  any
jurisdiction,  to take over all or a portion of the Trust  property  or all or a
portion of the Trust property  allocated or belonging to such Series or Class or
to carry on any business in which the Trust shall  directly or  indirectly  have
any interest,  and to sell,  convey and transfer the Trust property or the Trust
property allocated or belonging to such Series or Class to any such corporation,
trust, limited liability company,  partnership,  association, or organization in
exchange for the shares or securities  thereof or  otherwise,  and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with
any  such  corporation,   trust,   partnership,   limited   liability   company,
association, or organization or any corporation,  partnership, limited liability
company, trust,  association,  or organization in which the Trust or such Series
or Class holds or is about to acquire shares or any other  interest.  Subject to
applicable  Federal  and state  law,  the  Trustees  may also  cause a merger or
consolidation  between the Trust or any successor thereto or any Series or Class
thereof and any such corporation, trust, partnership, limited liability company,
association, or other organization.  Nothing contained herein shall be construed
as requiring  approval of shareholders for the Trustees to organize or assist in
organizing one or more  corporations,  trusts,  partnerships,  limited liability
companies,  associations,  or other  organizations  and selling,  conveying,  or
transferring  the Trust  property  or a portion  of the Trust  property  to such
organization  or entities;  provided,  however,  that the Trustees shall provide
written notice to the affected Shareholders of any transaction whereby, pursuant
to this part 5, Article  NINTH,  the Trust or any Series or Class thereof sells,
conveys,  or  transfers  all or a  substantial  portion of its assets to another
entity or merges or consolidates  with another entity.  Such transactions may be
effected  through  share-for-share  exchanges,   transfer  or  sale  of  assets,
shareholder  in-kind  redemptions and purchases,  exchange offers,  or any other
approved by the Trustees.

     6.  The  original  or a  copy  of  this  instrument  and of  each  restated
declaration  of trust or  instrument  supplemental  hereto  shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each  supplemental  or restated  declaration of trust shall be
filed with the Secretary of the  Commonwealth of  Massachusetts,  as well as any
other  governmental  office where such filing may from time to time be required.
Anyone  dealing  with the Trust may rely on a  certificate  by an officer of the
Trust as to whether or not any such  supplemental  or restated  declarations  of
trust  have  been  made and as to any  matters  in  connection  with  the  Trust
hereunder,  and, with the same effect as if it were the original,  may rely on a
copy certified by an officer of the Trust to be a copy of this  instrument or of
any such supplemental or restated declaration of trust. In this instrument or in
any such  supplemental  or restated  declaration  of trust,  references  to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed  to  refer  to  this  instrument  as  amended  or  affected  by any  such
supplemental or restated  declaration of trust.  This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.

     7. The Trust set forth in this  instrument  is  created  under and is to be
governed  by  and  construed  and  administered  according  to the  laws  of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly called a
Massachusetts  business trust, and without limiting the provisions  hereof,  the
Trust may exercise all powers which are ordinarily exercised by such a trust.

     8. In the event that any person advances the organizational expenses of the
Trust,  such  advances  shall become an  obligation of the Trust subject to such
terms and  conditions  as may be fixed by, and on a date fixed by, or determined
with criteria  fixed by the Board of Trustees,  to be amortized over a period or
periods to be fixed by the Board.

     9. Whenever any action is taken under this  Declaration of Trust  including
action which is required or  permitted  by the 1940 Act or any other  applicable
law, such action shall be deemed to have been  properly  taken if such action is
in accordance with the construction of the 1940 Act or such other applicable law
then  in  effect  as  expressed  in "no  action"  letters  of the  staff  of the
Commission or any release,  rule,  regulation or order under the 1940 Act or any
decision of a court of competent  jurisdiction,  notwithstanding that any of the
foregoing  shall later be found to be invalid or otherwise  reversed or modified
by any of the foregoing.

     10.  Any  action  which may be taken by the Board of  Trustees  under  this
Declaration of Trust or its By-Laws may be taken by the  description  thereof in
the  then  effective  prospectus  and/or  statement  of  additional  information
relating  to the  Shares  under  the  Securities  Act of  1933  or in any  proxy
statement of the Trust rather than by formal resolution of the Board.

     11.  Whenever  under this  Declaration  of Trust,  the Board of Trustees is
permitted  or required to place a value on assets of the Trust,  such action may
be  delegated  by the Board,  and/or  determined  in  accordance  with a formula
determined by the Board, to the extent permitted by the 1940 Act.

     12. The Trustee may, without the vote or consent of the Shareholders, amend
or otherwise supplement this Declaration of Trust by executing or authorizing an
officer of the Trust to execute on their behalf a Restated  Declaration of Trust
or a Declaration of Trust  supplemental  hereto,  which  thereafter shall form a
part hereof,  provided,  however, that none of the following amendments shall be
effective  unless also  approved  by a Majority  Vote of  Shareholders:  (i) any
amendment to parts 1, 3 and 4, Article  FIFTH;  (ii) any  amendment to this part
12,  Article NINTH;  (iii) any amendment to part 1, Article NINTH;  and (iv) any
amendment to part 4(a),  Article  NINTH that would  change the voting  rights of
Shareholders  contained  therein.  Any amendment required to be submitted to the
Shareholders that, as the Trustees  determine,  shall affect the Shareholders of
any Series or Class shall,  with respect to the Series or Class so affected,  be
authorized  by vote of the  Shareholders  of that Series or Class and no vote of
Shareholders  of a Series or Class not affected by the amendment with respect to
that Series or Class shall be required.  Notwithstanding  anything  else herein,
any  amendment  to  Article  NINTH,  part  1  shall  not  limit  the  rights  to
indemnification or insurance provided therein with respect to action or omission
or indemnities or Shareholder indemnities prior to such amendment.

     13. The  captions  used herein are intended  for  convenience  of reference
only, and shall not modify or affect in any manner the meaning or interpretation
of any of the provisions of this Agreement.  As used herein,  the singular shall
include the plural,  the masculine gender shall include the feminine and neuter,
and the neuter  gender shall  include the  masculine  and  feminine,  unless the
context otherwise requires.

IN WITNESS WHEREOF,  the undersigned have executed this instrument as of the 5th
day of August, 2002.

                                                       [SIGNATURE LINES OMITTED]



1 The address of each nominee is 6803 S. Tucson Way, Englewood, CO 80112-3924.
2 If elected,  each Trustee will serve for an indefinite  term, until his or her
resignation, death or removal.
3 The address of Mr. Murphy is 498 Seventh Avenue, New York, NY 10018.
4 If elected,  Mr.  Murphy will serve for an indefinite  term,  until his or her
resignation, death or removal.
5 Includes  shares owned by Mr. Murphy in other  Oppenheimer  Funds for which he
serves as director or trustee.
6 The address of each Officer is 498 Seventh  Avenue,  New York, NY 10018 except
for Messrs. Bishop and Wixted and Ms. Ives, whose address is 6803 S. Tucson Way,
Englewood, CO 80112-3924 .
7 Each Officer  serves for an  indefinite  term,  until his or her  resignation,
death or removal.