AMENDED AND RESTATED DECLARATION OF TRUST
                                                          OF
                                        OPPENHEIMER CAPITAL APPRECIATION FUND


     This  DECLARATION  OF TRUST,  made as of the 22nd day of January,  1981 and
Amended  and  Restated  as of this 22nd day of  November,  2002 by and among the
individuals executing this Declaration of Trust as the Trustees.

     WHEREAS,  the Trustees wish to establish a trust fund under the laws of the
placePlaceTypeCommonwealth  of  PlaceNameMassachusetts,  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  CAPITAL  APPRECIATION  FUND. The
address of Oppenheimer  Capital  Appreciation  Fund is  addressStreet6803  South
Tucson Way, CityCentennial,  StateCO  PostalCode80112.  The Registered Agent for
Service is CT Corporation System,  addressStreet101 Federal Street,  CityBoston,
StateMA PostalCode02110.

     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 placeStateMassachusetts 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   placePlaceTypeCommonwealth   of
PlaceNameMassachusetts  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
placeCityNew York, StateColorado 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 five  Classes,
which  shall be  designated  Class A,  Class B, Class C, Class N 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  Board  of  Trustees  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
22nd day of November, 2002.


/s/ Robert G. Galli                            /s/ Phillip A. Griffiths
_________________________________             ___________________________________
Robert G. Galli                                Phillip A. Griffiths
19750 Beach Road                               97 Olden Lane
Jupiter Island, Florida 33469                  Princeton, NJ  08540


/s/ Leon Levy                                 /s/ Benjamin Lipstein
__________________________________           ___________________________________
Leon Levy                                      Benjamin Lipstein
One Sutton Place South                         591 Breezy Hill Road
New York, NY  10022                            Hillsdale, NY  12529


/s/ Joel W. Motley                            /s/ Elizabeth B. Moynihan
__________________________________            ___________________________________
Joel W. Motley                                 Elizabeth B. Moynihan
409 Scarborough Road                           801 Pennsylvania Ave., N.W.
Scarborough, NY  10510                         Washington, D.C.  20004

/s/ John V. Murphy                            /s/ Kenneth A. Randall
_________________________________            ___________________________________
John V. Murphy                                 Kenneth A. Randall
498 Seventh Avenue                             6 Whittaker's Mill
New York, NY  10018                            Williamsburg, VA  23185


/s/ Edward V. Regan                           /s/ Russell S. Reynolds, Jr.
__________________________________          ___________________________________
Edward V. Regan                              Russell S. Reynolds, Jr.
67 Park Avenue                               98 Field Point Circle
New York, NY  10016                          Greenwich, CT  06830


/s/ Donald W. Spiro                          /s/ Clayton K. Yeutter
__________________________________          __________________________________
Donald W. Spiro                              Clayton K. Yeutter
399 Ski Trail                                10475 East Laurel Lane
Smoke Rise, NJ  07405                        Scottsdale, AZ  85259