DEF 14A

                                                                SCHEDULE 14A
                                                   Information Required in Proxy Statement
                                                               (Rule 14a-101)
                                                          SCHEDULE 14A INFORMATION
                                         Proxy Statement Pursuant to Section 14(a) of the Securities
                                                            Exchange Act of 1934
                                                              (Amendment No. )

Filed by the Registrant                                                /X/
Filed by a Party other than the Registrant                             /   /

Check the appropriate box:
/   /    Preliminary Proxy Statement
/   /    Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
/ X/     Definitive Proxy Statement
/   /    Definitive Additional Materials
/   /    Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12

                                                    Oppenheimer Capital Appreciation Fund


                                              (Name of Registrant as Specified in its Charter)

                                                              Katherine P. Feld

                                                 (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

/  /     $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2)
         or Schedule 14A.
/  /     $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3).
/  /     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1)      Title of each class of securities to which transaction applies:

(2)      Aggregate number of securities to which transaction applies:

(3)      Per unit price or other underlying value of transaction  computed  pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
         the filing fee is calculated and state how it was determined):

(4)      Proposed maximum aggregate value of transaction:

(5)      Total fee paid:

/ /      Fee paid previously with preliminary materials.
/  /     Check box if any part of the fee is offset as  provided  by  Exchange  Act Rule  0-11(a)(2)  and  identify  the filing for which the
         offsetting fee was paid  previously.  Identify the previous filing by  registration  statement  number,  or the Form or Schedule and
         the date of its filing.
(1)      Amount Previously Paid:

(2)      Form, Schedule or Registration Statement No.: Schedule 14A

(3)      Filing Party: Katherine P. Feld

(4)      Date Filed:  September 24, 2002




PROXY CARD                                          OPPENHEIMER CAPITAL APPRECIATION FUND
                                                                                                                             PROXY CARD

                      PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON NOVEMBER 22, 2002

The undersigned, revoking prior proxies, hereby appoints Brian Wixted, Philip Vottiero, Kathleen Ives and Philip
Masterson, and each of them, as attorneys-in-fact and proxies of the undersigned, with full power of substitution, to
vote shares held in the name of the undersigned on the record date at the Special Meeting of Shareholders of
Oppenheimer Capital Appreciation Fund (the "Fund") to be held at 6803 South Tucson Way, Englewood, Colorado, 80112,
on November 22, 2002, at 1:00 P. M. Mountain time, or at any adjournment thereof, upon the proposals described in the
Notice of Meeting and accompanying Proxy Statement, which have been received by the undersigned.

This proxy is solicited on behalf of the Fund's Board of Trustees, and all proposals (set forth on the reverse side
of this proxy card) have been proposed by the Board of Trustees. When properly executed, this proxy will be voted as
indicated on the reverse side or "FOR" a proposal if no choice is indicated. The proxy will be voted in accordance
with the proxy holders' best judgment as to any other matters that may arise at the Meeting.

                                                                                        VOTE VIA THE TELEPHONE:
                                                                                          1-800-597-7836

                                                                                          CONTROL NUMBER:
                                                                                        999  9999  9999  999










        PLEASE VOTE ON THE REVERSE SIDE, SIGN AND DATE THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE



TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK.  Example: /  /                                                 FOR                WITHHOLD          FOR  ALL
1.   To elect a Board of Trustees:                                                                               ALL                AUTHORITY         EXCEPT
                                                                                                                                    FOR ALL
     01  Leon Levy                  02  Donald W. Spiro                03  John V. Murphy                                                                    1.
     04  Robert G. Galli            05  Phillip A. Griffiths           06  Benjamin Lipstein
     07  Joel W. Motley             08 Elizabeth B. Moynihan           09  Kenneth A. Randall
     10  Edward V. Regan            11  Russell S. Reynolds, Jr.       12  Clayton K. Yeutter

     If you wish to withhold authority to vote your shares "FOR" a particular nominee, mark the "FOR ALL
     EXCEPT" box and write the nominee's number(s) on the line provided below.  Your shares will be voted
     "FOR" any remaining nominee(s).


2.   To approve the elimination or amendment of certain fundamental investment policies of the Fund:
                                                                                                         FOR           AGAINST       ABSTAIN

     A.  Purchasing Securities on Margin
     B.  Investing in Real Estate                                                                               \\             \\             \\        2.A
     C.  Purchasing Securities of Issuers in which Officers or Trustees have an Interest                        \\             \\             \\        2.B
     D.  Investing in Oil, Gas, or Other Mineral Exploration or Development Programs                            \\             \\             \\        2.C
     E.  Investing in a Company for the Purpose of Acquiring Control                                            \\             \\             \\        2.D
     F.  Investing in Other Investment Companies                                                                \\             \\             \\        2.E
     G.  Borrowing                                                                                              \\             \\             \\        2.F
     H.  Pledging or Mortgaging Assets                                                                          \\             \\             \\        2.G
     I.  Lending                                                                                                \\             \\             \\        2.H
     J.  Investing in Commodities                                                                               \\             \\             \\        2.I
                                                                                                                \\             \\             \\        2.A
                                                                                                                \\             \\             \\        2.J

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

     A.  Future Amendments of the Declaration of Trust                                                          \\             \\             \\       3.A
     B.  Reorganization of the Trust or Its Series or Classes                                                   \\             \\             \\       3.B
     C.  Involuntary Redemptions                                                                                \\             \\             \\       3.C
     D.  Other Changes Under the Amended and Restated Declaration of Trust                                      \\             \\             \\       3.D

4.   To approve an Amended and Restated Class C 12b-1 Distribution and Service Plan and Agreement:
     (Only Class C Shareholders may vote on this proposal)                                                      \\             \\             \\       4.



                                       OPPENHEIMER CAPITAL APPRECIATION FUND

                                    6803 South Tucson Way, Englewood, CO 80112

                               Notice Of Special Meeting Of Shareholders To Be Held

                                                 November 22, 2002

To The Shareholders of Oppenheimer Capital Appreciation Fund:

Notice is hereby given that a Special Meeting of the Shareholders (the "Meeting") of Oppenheimer  Capital
Appreciation Fund (the "Fund") will be held at 6803 South Tucson Way, Englewood, Colorado, 80112, at 1:00 P.M.
Mountain time, on November 22, 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;

4.       To approve an Amended and Restated Class C 12b-1 Distribution and Service Plan; and

5.       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 August 26, 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 that you vote to elect each of the nominees as Trustee, and that you vote 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
September 24, 2002

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

                                                        320







                                                 TABLE OF CONTENTS

Proxy Statement                                                                                  Page

Questions and Answers

Proposal 1:       To Elect a Board of Trustees
- -

Introduction to Proposal 2
                  -

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

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

Proposal 4:       Approval of an Amended and Restated Class C 12b-1 Distribution                          -
                  and Service Plan and Agreement

Information About the Fund                                                                       -

Further Information About Voting and the Meeting
- -

Other Matters                                                                                    -


EXHIBIT A:        Amended and Restated Declaration of Trust

EXHIBIT B:        Amended and Restated Class C 12b-1 Distribution and Service Plan
and Agreement









                                       OPPENHEIMER CAPITAL APPRECIATION FUND

PROXY STATEMENT QUESTIONS AND ANSWERS

Q.       Who is Asking for My Vote?

A.       The Trustees of Oppenheimer Capital Appreciation Fund (the "Fund") have asked that you vote on several
                  matters at the Special Meeting of Shareholders to be held on November 22, 2002.

Q.       Who is Eligible to Vote?

A.       Shareholders of record at the close of business on August 26, 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 September 24, 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;

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

4.       To approve an Amended and Restated Class C 12b-1 Distribution and Service Plan and Agreement


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.

4.       FOR  the approval of an Amended and Restated Class C 12b-1 Distribution and Service Plan and Agreement



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 fundamental investment policies reflect regulations that no longer apply to
                  the Fund.  In other cases, the Fund's fundamental investment 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 fundamental 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 August 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.CALL.OPP (1.800.225.5677),
                  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.CALL.OPP.



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.CALL.OPP.





                                       OPPENHEIMER CAPITAL APPRECIATION FUND
                                                  PROXY STATEMENT

                                          Special Meeting of Shareholders
                                           To Be Held November 22, 2002

         This statement is furnished to the shareholders of Oppenheimer Capital Appreciation 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 November 22, 2002, or any adjournments thereof. It is expected that the mailing of this Proxy
Statement will be made on or about September 24, 2002.

                                               SUMMARY OF PROPOSALS

- ------- ------------------------------------------------------------------------ -----------------------------------
        Proposal                                                                 Shareholders Voting
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
1.      To Elect a Board of Trustees                                             All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
2.      To  approve  the  elimination  or  amendment  of  certain   fundamental
        investment policies for the Fund
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        A. Purchasing Securities on Margin                                       All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        B. Investing in real estate                                              All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        C. Purchasing  Securities of Issuers in which Officers or Trustees have  All
        an Interest
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        D.  Investing in Oil, Gas or Other Mineral  Exploration  or Development
        Programs                                                                 All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        E. Investing in a Company for the Purpose of Acquiring Control           All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        F. Investing in Other Investment Companies                               All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        G. Borrowing                                                             All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        H. Pledging or Mortgaging Assets                                         All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        I. Lending                                                               All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        J. Investing in Commodities                                              All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
3.      To Authorize the Trustees to adopt an Amended and Restated  Declaration
        of Trust
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        A. Future Amendments of the Declaration of Trust                         All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        B. Reorganization of the Trust or Its Series or Classes                  All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        C. Involuntary Redemptions                                               All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
        D. Other Changes Under the New Declaration of Trust                      All
- ------- ------------------------------------------------------------------------ -----------------------------------
- ------- ------------------------------------------------------------------------ -----------------------------------
4.      To approve an  Amended  and  Restated  Class C 12b-1  Distribution  and  Class C Shareholders Only
        Service Plan and Agreement
- ------- ------------------------------------------------------------------------ -----------------------------------

                                          PROPOSAL 1: ELECTION OF TRUSTEES

         At the Meeting, twelve (12) 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 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 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 other than Mr. Motley 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 other than Mr. Motley currently serves as Trustee or Director of other funds in the Oppenheimer
family of funds (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
as well as 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").  Mr.
Murphy is 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 was elected as a Trustee of the Fund by the Independent Trustees 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 Trustee

- ------------------------- ------------------------------------------------------- ----------------- ------------------
Name, Address,1 Age,      Principal Occupation(s) During Past 5 Years / Other     Dollar Range of   Aggregate Dollar
                                                                                                     Range of Shares
                                                                                                      Beneficially
Position(s) Held with                                                             Shares Owned in     Owned in the
Fund and Length of        Trusteeships/Directorships Held by Nominee / Number     the Fund (as of     Board I Funds
Service (as applicable)2  of 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
Trustee since 1959        of Avatar Holdings, Inc. (real estate development)
Age: 76                   (since 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 Age:   Formerly Vice Chairman of the Manager (October 1995 -
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,        Over $100,000      Over $100,000
Trustee since 1999        Princeton, N.J. (since 1991), director of GSI
Age: 63                   Lumonics (since 2001) and a member of the National
                          Academy of 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                $0           Over $100,000
Trustee since 1974        School of Business Administration, New York
Age: 79                   University. Oversees 31 portfolios in the
                          OppenheimerFunds complex.
- ------------------------- ------------------------------------------------------- ----------------- ------------------
- ------------------------- ------------------------------------------------------- ----------------- ------------------
Joel W. Motley,           Director of Columbia Equity Financial Corp.                    $0                $0
Trustee                   (privately-held financial adviser) (June 2001 -
(To be elected to the     present); Managing Director, Delany Capital
board I Funds,            Management Corp. (privately-held financial adviser)
effective 10/10/02)       (January 2002 - present); Managing Director, Carmona
Age: 50                   Motley, Inc. (privately-held financial adviser)
                          (January 1998 - present); Formerly he held the
                          following positions:  Managing Director, Carmona
                          Motley & Co., Inc. (privately-held financial adviser
                          and broker-dealer) (January 1992 - December 1997).
- ------------------------- ------------------------------------------------------- ----------------- ------------------
- ------------------------- ------------------------------------------------------- ----------------- ------------------
Elizabeth B. Moynihan,    Author and architectural historian; a trustee of the
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      $10,001-$50,000       $50,001 -
                          Council, Preservation League of New York State.                               $100,000
                          Oversees 31 portfolios in the OppenheimerFunds
                          complex.
- ------------------------- ------------------------------------------------------- ----------------- ------------------
- ------------------------- ------------------------------------------------------- ----------------- ------------------
Kenneth A. Randall,       A director of Dominion Resources, Inc. (electric         Over $100,000      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
Trustee since 1993        RBAsset (real estate manager); a director of
Age: 71                   OffitBank; formerly Trustee, Financial Accounting
                          Foundation (FASB and GASB), Senior Fellow of Jerome
                          Levy Economics Institute, Bard College, Chairman of        $1-$10,000         $50,001 -
                          Municipal Assistance Corporation for the City of New                          $100,000
                          York, New 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                $1-$10,000     $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
Trustee since 1985        (January 1969 - August 1999) of the Manager;
Age: 76                   President and Director of OppenheimerFunds
                          Distributor, Inc., a subsidiary of the Manager and       Over $100,000      Over $100,000
                          the Fund's Distributor (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         $0             $50,001 -
Trustee since 1991        1993). Other directorships:  Caterpillar,  Inc. (since
Age: 71                   1993) and Weyerhaeuser  Co. (since 1999).  Oversees 31                        $100,000
                          portfolios 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        None        Over $100,000
President and Trustee    2001) and President (since September 2000) of the Manager;
since October 2001       President and a director or trustee of other Oppenheimer
Age: 52                  funds; President and a director (since July 2001) of
                         Oppenheimer Acquisition Corp., the Manager's parent holding
                         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: OFI
                         Institutional Asset Management, 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.
- ------------------------ -------------------------------------------------------------- ------------ -------------------

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's activities, review its
performance and review the actions of the Manager, which is responsible for the Fund's day-to-day operations.
Five regular meetings of the Trustees were held during the fiscal year ended August 31, 2002. Each of the
incumbent Trustees was present for at least 75% of the Board of Trustees meetings held and of all committees on
which that Trustee served that were held during the period.

B.  Committees of the Board of Trustees.

         The Board of Trustees has appointed standing Study, Proxy and Audit Committees comprised solely of
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 August 31, 2002. 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 August 31, 2002.  The Proxy Committee provides
the Board with recommendations for portfolio proxy voting and monitors portfolio proxy voting by the Fund.

         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 August 31, 2002.  The Audit Committee
furnishes the Board with recommendations regarding the selection of the Fund's independent auditors.  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.

         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 8, 2002, selected KPMG LLP ("KPMG") as auditors of the Fund
for the fiscal year beginning September 1, 2002. KPMG LLP also serves as auditors for certain other funds for
which the Manager acts as investment advisor.

         During the fiscal year ended August 31, 2002, KPMG LLP 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 LLP or professional services rendered for the audit of the Fund's
annual financial statements for the fiscal year ended August 31, 2002 were $40,000.




         2.  All Other Fees.

         There were no fees billed by KPMG LLP for services rendered to the Fund other than the services
described above under "Audit Fees" for the fiscal year ended August 31, 2002.   Additionally, there were no fees
billed by KPMG LLP to the Manager or affiliates of the Manager for non-audit services rendered to the Manager or
its affiliates for the fiscal year ended August 31, 2002.

         Representatives of KPMG LLP 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.

         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 Board I Fund for which they
serve as a director or trustee pays a share of those expenses.

         Neither the officers of the Fund nor any Trustee who is not an Independent Trustee receives any salary
or fee from the Fund. The remaining Trustees of the Fund received the compensation shown below from the Fund with
respect to the Fund's fiscal year ended August 31, 2002.

       The compensation from all of the Board I 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 from the Fund is paid for services in the positions below their names.




- --------------------------------------- -------------------------------------- -----------------------------------------
                                        As of Fiscal Year Ended 8/31/02                As of December 31, 2001
- --------------------------------------- -------------------------------------- -----------------------------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
     Trustee Name and Other Fund            Aggregate          Retirement       Estimated Annual          Total
                                                                                                       Compensation
                                                                                                         From All
                                                                                   Retirement       Oppenheimer Funds
                                                                Benefits        Benefits Paid at        For Which
                                                             Accrued as Part    Retirement from     Individual Serves
             Position(s)                   Compensation          of Fund       all Boards I Funds  As Trustee/Director
           (as applicable)                 from Fund(1)         Expenses         (33 Funds)(2)          (33 Funds)
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Leon Levy                                    $37,845             $6,434             $137,560             $173,700
Chairman
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Robert G. Galli                              $23,043             $19,056           $32,766(2)          $202,886(3)
Study Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Phillip Griffiths                           $12,964(4)           $5,031              $6,803              $54,889
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Benjamin Lipstein                            $32,715               $0               $118,911             $150,152
Study Committee Chairman,
Audit Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Elizabeth B. Moynihan                        $23,043             $24,607            $52,348              $105,760
Study Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Kenneth A. Randall                           $21,137             $14,973            $76,827              $97,012
Audit Committee Chairman
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Edward V. Regan                              $20,907             $26,076            $42,748              $95,960
Proxy Committee Chairman, Audit
Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Russell S. Reynolds, Jr.                     $15,642             $16,133            $46,197              $71,792
Proxy Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Donald Spiro                                 $15,755             $6,053              $3,625              $64,080
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
Clayton K. Yeutter                          $15,642(5)           $12,314            $31,982              $71,792
Proxy Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- ---------------------
1.       Aggregate  compensation  from the Fund  includes  fees and  deferred  compensation,  if any for the fiscal
     year-end.
2.       Estimated  annual  retirement  benefits  paid at  retirement  is based on a  straight  life  payment  plan
     election.  The amount for Mr. Galli  includes $14, 818 for serving as a trustee or director of 10  Oppenheimer
     funds that are not board I Funds.
3.       Includes  $97,126 for Mr.  Galli for serving as trustee or director of 10  Oppenheimer  funds that are not
     Board I Funds.
4.       Aggregate  compensation  from  the  Fund  includes  $12,964  deferred  under  Deferred  Compensation  Plan
     described below.
5.       Aggregate  compensation from the Fund includes $3,911 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 Board I 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 compensation received for services as a trustee in future years as well as length of
service.

         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 Deferred Compensation Plan for Independent Trustees 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 of the Fund, including their
business experience during the past five years. Messrs. Murphy, Zack, Wixted, Masterson, Molleur, and Vottiero
and Mses. Feld and Ives, respectively, hold the same offices with one or more of the other funds in the
OppenheimerFunds complex.

- ----------------------------------------------- ----------------------------------------------------------------------
Name, Address,6 Age, Position(s) Held with      Principal Occupation(s) During Past 5 Years
Fund and Length of Service7
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Jane Putnam                                     Vice President of the Manager  (since October 1995);  and officer and
Vice President and Portfolio Manager
(since July 1995)                               portfolio  manager of another  Oppenheimer  fund;  before joining the
Age: 41                                         Manager in May 1994, she was a portfolio  manager and equity research
                                                analyst for Chemical Bank (June 1989 - May 1994).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Brian W. Wixted,                                Senior Vice President and Treasurer of the Advisor (since March
Treasurer,  Principal Financial and Accounting
Officer (since April 1999)                      1999); Treasurer (since March 1999) of HarbourView Asset Management
Age: 42                                         Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
                                                Management Corporation, Shareholder Financial Services, Inc.,
                                                Oppenheimer Partnership Holdings, Inc., OFI Private Investments,
                                                Inc. (since March 2000), OppenheimerFunds International Ltd. and
                                                Oppenheimer Millennium Funds plc (since May 2000), and OFI
                                                Institutional Asset Management, Inc. (since November 2000);
                                                Treasurer and Chief Financial Officer of Oppenheimer Trust Company,
                                                a trust company subsidiary of the Advisor (since May 2000);
                                                Assistant Treasurer of Oppenheimer Acquisition Corp. (since March
                                                1999) and OppenheimerFunds Legacy Program (since April 2000); an
                                                officer of other Oppenheimer funds. Formerly Principal and Chief
                                                Operating Officer, Bankers Trust Company - Mutual Fund Services
                                                Division (March 1995 - March 1999).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Robert G. Zack,                                 Senior Vice President (since May 1985) and General Counsel (since
Secretary
(since November 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)
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Katherine P. Feld,                              Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary
(since November 2001)                           an officer of other Oppenheimer funds; formerly a Vice President and
Age: 44                                         Associate Counsel of the Manager (June 1990 - July 1999).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Kathleen T. Ives, Assistant Secretary
(since November 2001)                           Vice President and Assistant Counsel of the Manager (since June
Age: 36                                         1998); an officer of other Oppenheimer funds; formerly an Assistant
                                                Vice President and Assistant Counsel of the Manager (August 1997 -
                                                June 1998); and Assistant Counsel of the Manager (August 1994-August
                                                1997).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Philip T. Masterson,
Assistant Secretary                             Vice President and Assistant Counsel of the Manager (since July
(since August 2002)                             1998); formerly, an associate with Davis, Graham, & Stubbs LLP
Age:  38                                        (January 1997 - June 1998).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Denis R. Molleur,                               Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary                             an officer of other Oppenheimer funds; formerly a Vice President and
(since November 2001)                           Associate Counsel of the Manager (September 1995 - July 1999).
Age: 44
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Philip Vottiero,                                Vice President/Fund Accounting of the Manager (since March 2002);
Assistant Treasurer                             formerly Vice President/Corporate Accounting of the Manager (July
(since August 2002)                             1999 - March 2002) prior to which he was Chief Financial Officer at
Age:  39                                        Sovlink Corporation (April 1996 - June 1999).
- ----------------------------------------------- ----------------------------------------------------------------------

All officers serve at the pleasure of the Board.

         As of August 26, 2002, the Trustees and officers as a group beneficially owned or less than 1% of the
outstanding Class A shares and no Class B, Class C, or Class Y 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 RECOMMEND
                                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. Other fundamental policies merely restate applicable regulatory requirements and are therefore
redundant. 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 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 on margin. However, the Fund may make margin
              deposits in connection with any of the hedging instruments permitted by any of its
              other fundamental policies.

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
or Mortgaging 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. 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
                                             --------------------------
              The Fund cannot invest in real estate or in interests in real estate. However the
              Fund can purchase readily-marketable securities of companies holding real estate or
              interests in real estate.
                                          Proposed Fundamental Policy
                                          ---------------------------
              The Fund cannot invest in real estate, except to the extent permitted under the
              1940 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 and proposed policies permit the Fund to: 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. 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.

C. 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 purchasing or
holding the securities of an issuer if the officers and trustees of the Fund or the Manager individually
beneficially own more than1/2of 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 than1/2of 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.



D. Investing in Oil, Gas or Other Mineral Exploration or Development Programs.

         The Fund is currently subject to a fundamental investment policy prohibiting it from investing in
mineral-related programs or leases.  It is proposed that the current fundamental policy be eliminated.  The
current fundamental policy is set forth below.

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

               The Fund cannot invest in interests in oil, gas, or mineral exploration leases or
               development programs.

Elimination of this fundamental policy is unlikely to affect management of the Fund.  This limitation 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. Investing in a Company for the Purpose of Acquiring Control.

The Fund is currently subject to a fundamental investment policy prohibiting it from investing in portfolio
companies for the purpose of acquiring control.  It is proposed that the current fundamental investment policy be
eliminated.  Although the Fund currently has no intention of investing for the purpose of acquiring control of a
company, the Trustees believe that the existing policy is unnecessary and may reduce possible investment
opportunities as well as undermine the Fund's ability to realize the full value of portfolio investments under
certain circumstances.  The current fundamental investment policy is set forth below.

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

              The Fund cannot invest in companies for the purpose of acquiring control or management
              of them.

Elimination of this fundamental investment policy is not expected to have a significant impact on the Fund's
investment practices or management because the Fund currently has no intention of investing in companies for the
purpose of obtaining or exercising management or control.  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 existing policy may unnecessarily restrict the Fund's investment flexibility because the Fund might
be considered to be investing for control if it purchases a large percentage of the securities of a single
issuer.  The existing policy also may undermine the Fund's ability to realize the full value of portfolio
investments under certain circumstances.  For example, if an issuer in which the Fund has invested subsequently
seeks to reorganize under the protection of the bankruptcy laws, it may be in the Fund's best interest to be
represented on the creditors' committee appointed during the bankruptcy proceedings.  The existing policy may
prevent the Fund from securing representation on such a creditors' committee.

         The Trustees therefore recommend that shareholders approve elimination of this fundamental investment
policy in order to increase the Fund's flexibility when choosing investments and investment strategies in the
future.

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
                                              --------------------------
               The Fund cannot invest in other  open-end  investment  companies or invest more than
               5% of its net assets in closed-end  investment  companies,  including small business
               investment  companies.  The Fund cannot make any such investment at commission rates
               in excess of normal brokerage commissions.

                                         Proposed Non-Fundamental Policy
                                         -------------------------------
               The Fund cannot invest in securities of other  investment  companies,  except to the
               extent  permitted  under the 1940 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 may borrow for investment purposes, which may cause the value of its
shares to be more volatile than a fund that 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.






                                             Current Fundamental Policy
                                             --------------------------
              The Fund may borrow only from banks. Under current regulatory requirements,
              borrowings can be made only to the extent that the value of the Fund's assets,
              less its liabilities other than borrowings, is equal to at least 300% of all
              borrowings (including the proposed borrowing). If the value of the Fund's assets
              fails to meet this 300% asset coverage requirement, the Fund will reduce its bank
              debt within three days to meet the requirement.






                                          Proposed Fundamental Policy
                                          ---------------------------
              The Fund may not borrow money, except to the extent permitted under the 1940 Act,
              the rules or regulations thereunder or any exemption therefrom that is applicable
              to the Fund, as such statute, rules or regulations may be amended or interpreted
              from time to time.

         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 or Mortgaging Assets.

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

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

                  The Fund cannot pledge or mortgage any of its assets. However, this does not prohibit the
                  escrow arrangements in connection with covered call writing or margin arrangements in
                  connection with any of the hedging instruments permitted by its other fundamental policies.

         The existing policy concerning pledging or mortgaging 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 or mortgaging 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 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
                                              --------------------------
                 The Fund cannot lend money.  However,  it can invest in all or a portion of an issue
                 of bonds,  debentures,  commercial paper or other similar  corporate  obligations of
                 the types usually  purchased by  institutions,  whether or not those  securities are
                 publicly  distributed.  The Fund may also lend its portfolio  securities  subject to
                 the percentage restrictions stated in "Loans of Portfolio Securities."

                                             Proposed Fundamental Policy
                                             ---------------------------
                 The Fund cannot make loans,  except to the extent  permitted under the 1940 Act, the
                 rules or  regulations  thereunder or any exemption  there from that is applicable to
                 the Fund, as such statute,  rules or regulations may be amended or interpreted  from
                 time to time.

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.

J.  Commodities

         The Fund is currently subject to a fundamental investment policy prohibiting it from purchasing physical
commodities.  The Fund's policy regarding investments in commodities 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
                                             --------------------------
                  The Fund cannot invest in  commodities  or commodity  contracts  other than
                  the  hedging  instruments   permitted  by  any  of  its  other  fundamental
                  policies,  whether or not such hedging  instrument  is  considered  to be a
                  commodity or commodity contract.
                                          Proposed Fundamental Policy
                                          ---------------------------
                  The Fund cannot  invest in physical  commodities  or  commodity  contracts,
                  except  to  the  extent   permitted  under  the  1940  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 and proposed policies permit the Fund to: (1) invest in hedging instruments permitted by any of its
other investment policies; and (2) 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.


                                   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

Introduction to Proposal 3

What is a Declaration of Trust?

         The Fund, like other mutual funds, is subject to comprehensive federal regulation, particularly under
the 1940 Act.  Additionally, like other mutual funds, governance of the Fund is subject to the law of the state
in which the Fund is organized.  The Fund is organized as a Massachusetts business trust, and therefore is
subject to Massachusetts law as it applies to Massachusetts business trusts.

         Under Massachusetts law, a business trust generally operates under an organizational document known as a
declaration of trust, which sets forth various provisions related to governance of the trust and the authority of
the trust to conduct its business.  As a Massachusetts business trust, the Fund is governed by a declaration of
trust.

         The Board of Trustees has approved an Amended and Restated Declaration of Trust for the Fund in the form
attached to this Proxy Statement as Exhibit A ("New Declaration of Trust"), and unanimously recommends that the
shareholders of the Fund authorize the Trustees to adopt the New Declaration of Trust.  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 other than as described in the
preceding Proposal.

         Generally, shareholder approval is required to amend the existing Declaration of Trust ("Current
Declaration of Trust").  As a result, the Trustees approved the form of the New Declaration of Trust and
recommended the submission of the New Declaration of Trust to the Fund's shareholders for their authorization at
this Meeting.

Why do the Fund's Trustees Recommend Approval of the 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. The Trustees believe adoption of the New Declaration of Trust will
result in more efficient and economical governance of the Fund.

         The New Declaration of Trust provides the Trustees with more flexibility and broader authority than
under the Current Declaration of Trust. This increased flexibility is intended to allow the Trustees to react
more quickly to changes in competitive and regulatory conditions, and as a consequence, may allow the Fund to
operate in a more efficient and economical manner.  Although the New Declaration of Trust reduces or removes
certain shareholder voting and other rights as more fully discussed below, adoption of the New Declaration of
Trust will not affect any of the protections afforded to shareholders under federal law.

         Furthermore, adoption of the New Declaration of Trust would not alter the Trustees' existing fiduciary
obligations to act with due care and in the shareholders' best interests. Before utilizing any new flexibility
that the New Declaration of Trust would afford, the Trustees would first have to consider the shareholders'
interests and then act in accordance with those interests.

Proposed Changes to the Current Declaration of Trust.

         The New Declaration of Trust would amend the Current Declaration of Trust in a number of ways. The
significant amendments are submitted for a separate vote by shareholders and are set forth as Proposals 3.A.,
3.B., and 3.C.  The remaining changes will be voted on as a single proposal, Proposal 3.D.  If one or more of the
Proposals is not approved by shareholders, the Trustees will not include those Proposals in the New Declaration
of Trust.

         In addition to the changes described below, there are other differences between the New Declaration of
Trust and the Current Declaration of Trust that the Trustees believe are non-material. The following discussion
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.       Future Amendments of the Declaration of Trust.

         The Current Declaration of Trust generally gives shareholders the exclusive power to amend the
Declaration of Trust with certain limited exceptions.  The New Declaration of Trust, on the other hand, would
permit the Trustees to amend the Declaration of Trust without shareholder approval with certain exceptions.

         Under the New Declaration of Trust, shareholders generally would 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 Fund's, series', or class's
assets to another operating mutual fund.

         By allowing amendment of the Declaration of Trust without shareholder approval, the New Declaration of
Trust would give the Trustees the authority to react quickly to changes in competitive and regulatory conditions,
and as a result, may allow the Fund to operate in a more efficient and economical manner. As noted above, such
increased authority would remain subordinate to the Trustees' continuing fiduciary obligations to act with due
care and in the shareholders' interest.

B.       Reorganization of the Trust or Its Series or Classes.

         Unlike the Current Declaration of Trust, the New Declaration of Trust generally would permit the
Trustees, subject to applicable federal and state law, to reorganize the Fund 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 Fund or any of its series or classes. Currently, the Fund is the sole series
of the Massachusetts business trust.

         Under certain circumstances, it may not be in the shareholders' interests, due to the costs involved, to
require a shareholder meeting to permit the Fund or a series of the Fund 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 Fund or a series of the Fund 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 would give the Trustees the flexibility to reorganize the Fund
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 Fund operates under the
most appropriate form of organization.

         Nonetheless, the Trustees have no intention of reorganizing the Fund into a newly formed entity at this
time, and before allowing a reorganization to proceed without shareholder approval, the Trustees would 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 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 would not give the Trustees the authority to merge the Fund or a series of
                                      ---------
the Fund with another operating mutual fund or sell all or a portion of the assets of the Fund or a series to
another operating mutual fund without first seeking shareholder approval. Under the New Declaration of Trust,
shareholder approval would still be required for those transactions.



C.       Involuntary Redemptions.

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

Trustees from time to time in order to promote administrative efficiencies and cost savings for the Fund; or
adverse tax or other legal consequences to the Fund or the other shareholders as a result of the existence or
nature of a shareholder's interest in the Fund.

         The Current Declaration of Trust also permits the Trustees to involuntarily redeem shares, but in more
limited circumstances.  Although the Trustees are authorized to involuntarily redeem shares without prior notice
under both the Current Declaration of Trust and the New Declaration Trust, the Fund generally would provide prior
notice of any plan to involuntarily redeem shares absent extraordinary circumstances.

         Of course, the exercise of the power granted to the Trustees under either the Current Declaration of
Trust or the New Declaration Trust to involuntarily redeem shares would be subject to the Trustees' fiduciary
obligation to the shareholders and any applicable provisions under the 1940 Act and the rules adopted thereunder.
The staff of the Securities and Exchange Commission takes the position that the 1940 Act generally prohibits
involuntary redemptions.  However, in limited circumstances, the staff has granted enforcement no-action relief
for involuntary redemptions.


D.  Other Changes Under the New Declaration of Trust.

          In addition to the changes described above, the New Declaration of Trust would modify the Current
Declaration of Trust in a number of important ways, including, but not limited to, the following.

a.       The New Declaration of Trust would clarify 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 would modify the Current Declaration of Trust to
                      incorporate appropriate references to classes of shares.

c.       The New Declaration of Trust would modify 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 would modify 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 would modify 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
                      the series or classes affected will be entitled to vote.


f.       The New Declaration of Trust would clarify 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 would clarify 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; operate
                      and carry on the business of an investment company; 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 would clarify 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.
                      Both the Current Declaration of Trust and the New Declaration of Trust provide that neither
                      the shareholders nor the Trustees shall be liable for obligations of the Fund.  The express
                      disclaimer of shareholder and Trustee liability for obligations of the Fund in the New
                      Declaration of Trust is intended solely to clarify that provision.  In addition, as
                      required by the 1940 Act, both the Current Declaration of Trust and the New Declaration of
                      Trust provide that nothing in them shall protect an officer or Trustee of the Fund from
                      liability related to their willful misfeasance, bad faith, gross negligence or reckless
                      disregard for their duties.

i.       The New Declaration of Trust would clarify 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.  As previously noted,
                      both the Current Declaration of Trust and the New Declaration of Trust provide that nothing
                      in them shall protect an officer or Trustee of the Fund from liability related to their
                      willful misfeasance, bad faith, gross negligence or reckless disregard for their duties.

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

                                    PROPOSAL 4: APPROVAL OF A NEW CLASS C 12b-1
                                    DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                               (Only Class C shareholders may vote on this Proposal)

         Class C shares were first offered to the public on December 1, 1993. At that time, the Fund had adopted
a Distribution and Service Plan and Agreement for Class C shares. On June 20, 1994, the Board of Trustees
approved an amendment to the Fund's Class C Distribution and Service Plan to eliminate a provision that would
require the Fund to continue to make payments to OppenheimerFunds Distributor, Inc. (the "Distributor") after
termination of the Distribution and Service Plan and Agreement.

         At a meeting of the Board of Trustees held April 12, 2001, the Manager proposed the adoption of a new
Distribution and Service Plan (the "Proposed Plan"), which is a "compensation type plan" instead of the current
"reimbursement type plan."  The Fund's Board of Trustees, including a majority of the Independent Trustees,
approved the Proposed Plan, subject to shareholder approval, and determined to recommend the Proposed Plan for
approval by the shareholders.  A copy of the Proposed Plan is attached as Exhibit B to this proxy statement, and
is hereby submitted to Class C shareholders for approval.

         Rule 12b-1 of the 1940 Act permits the Fund to adopt both the Proposed Plan and the current Distribution
and Service Plan and Agreement (the "Current Plan") and each plan conforms with the rules of the National
Association of Securities Dealers, Inc. ("NASD").  The payments under the Proposed Plan will remain subject to
the limits imposed by the NASD.

Description of the Distribution and Service Plans.  Under both the Proposed Plan and the Current Plan, the Fund
makes payments to the Distributor for its services in connection with the distribution of Class C Shares and the
personal service and maintenance of accounts that hold Class C shares.  The Fund pays the Distributor an
asset-based sales charge of 0.75% per year of Class C shares outstanding for no more than six years, and the Fund
also pays the Distributor a service fee of 0.25% per year.  Each fee is computed on the average annual net assets
of Class C shares of the Fund.

Service Fee.  Under the Proposed Plan and the Current Plan, the Distributor pays certain brokers, dealers, banks
or other persons or entities ("Recipients") a service fee of 0.25% for providing personal services to Class C
shareholders and for maintenance of shareholder accounts by those Recipients.  The services rendered by
Recipients in connection with personal services and the maintenance of Class C shareholder accounts may include,
but are not be limited to, the following: answering routine inquiries from the Recipient's customers concerning
the Fund, assisting in the establishment and maintenance of accounts or sub-accounts in the Fund and processing
share redemption transactions, making the Fund's investment plans and dividend payment options available, and
providing such other information and services in connection with the rendering of personal services and/or the
maintenance of accounts, as the Distributor or the Fund may reasonably request.  The Distributor is permitted
under the Proposed and Current Plans to retain service fee payments to compensate it for rendering such services.

         Under both the Proposed Plan and the Current Plan, service fee payments by the Distributor to Recipients
are made (i) in advance for the first year Class C shares are outstanding, following the purchase of shares, in
an amount equal to 0.25% of the net asset value of the shares purchased by the Recipient or its customers and
(ii) thereafter, on a quarterly basis, computed as of the close of business each day at an annual rate of 0.25%
of the net asset value of Class C shares held in accounts of the Recipient or its customers.  The Distributor
retains the service fee during the first year shares are outstanding.  In the event Class C shares are redeemed
less than one year after the date such shares were sold, the Recipient is obligated to repay to the Distributor
on demand a pro rata portion of such advance service fee payments, based on the ratio of the remaining period to
one year.

         The main difference between the proposed and current plan for the payment of the service fee is that
under the current Plan, the Fund reimburses the Distributor for service fee payments made to Recipients.  Under
the Proposed Plan, the Fund will pay the Distributor a service fee at a flat rate of 0.25% per annum without
regard to the Distributor's expenses.  Under the Current Plan, the full 0.25% service fee paid by the Fund is, in
effect, passed through the Distributor and paid to Recipients for the Recipient's services in servicing accounts
and personal services to account holders. It is anticipated that under the Proposed Plan the full 0.25% service
fee currently paid by the Fund will continue to be passed through the Distributor and paid to Recipients.  The
amount of the service fee payments made by the Fund is not expected to increase as a result of this proposal
should the Proposed Plan be approved by shareholders.

Asset-Based Sales Charge.  The Current Plan, a reimbursement type plan, provides that the Fund will pay the
Distributor on a monthly basis an asset-based sales charge at an annual rate of 0.75% of the net asset value of
Class C Shares outstanding to reimburse the Distributor for its expenses in rendering services in connection with
the distribution of the Fund's Class C shares.  Under the Current Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection with the sales of Class C shares may
include: (i) paying sales commissions to any broker, dealer, bank or other institution that sells the Fund's
Class C shares; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution
of Class C shares by Recipients; (iii) paying or reimbursing the Distributor for interest and other borrowing
costs incurred on any unreimbursed expenses carried forward to subsequent fiscal quarters; (iv) other direct
distribution costs of the type approved by the Board, including without limitation the costs of sales literature,
advertising and prospectuses (other than those furnished to current shareholders) and state "blue sky"
registration expenses; and (v) any services rendered by the Distributor that a Recipient may render as described
above.

         The Proposed Plan, a compensation type plan, provides that the Fund will pay the Distributor on a
monthly basis an asset-based sales charge at an annual rate of 0.75% of the net asset value of Class C Shares
outstanding to compensate the Distributor for providing distribution assistance in connection with the
distribution of the Fund's Class C Shares.  Under the Proposed Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection with the distribution of Class C Shares
may include:  (i) paying sales commissions to any broker, dealer, bank or other person or entity that sells and
services the Fund's Class C Shares; (ii) paying compensation to and expenses of personnel of the Distributor who
support distribution of Class C Shares by Recipients; (iii) obtaining financing or providing such financing from
its own resources, or from an affiliate, for interest and other borrowing costs of the Distributor's unreimbursed
expenses, incurred in rendering distribution assistance and administrative support services for Class C Shares;
and (iv) paying certain other direct distribution expenses.

         Other distribution assistance rendered by Recipients under either Plan may include, but shall not be
limited to, the following: distributing sales literature and prospectuses other than those furnished to current
Class C shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the
distribution of Class C shares by the Recipient, and providing such other information and services in connection
with the distribution of Class C shares as the Distributor or the Fund may reasonably request.

         The Proposed Plan provides that payments may be made in connection with Class C Shares acquired (i) by
purchase, (ii) in exchange for shares of another investment company for which the Distributor serves as
distributor or sub-distributor, or (iii) pursuant to a plan of reorganization to which the Fund is a party.

         Under both Plans, the Distributor pays sales commissions from its own resources to Recipients at the
time of sale currently equal to 3.75% of the purchase price of Fund shares sold by such Recipient, and advances
the first year service fee of 0.25%.  The Proposed Plan provides that the Distributor may advance the service fee
for the first year at the time of sale, pay the service fee quarterly or pay the service fee more frequently than
quarterly.  The Proposed Plan also provides that the Distributor may pay the asset-based sales charge on Class C
shares instead of paying the commission.  The Distributor retains the service fee and the asset-based sales
charge during the first year shares are outstanding to recoup the sales commissions it pays, the advances of
service fee payments it makes, and its financing costs.  Thereafter, the Distributor pays the service fee to
Recipients and retains the asset-based sales charge.

         Asset-based sales charge payments are designed to permit an investor to purchase shares of the Fund
without paying a front-end sales load and at the same time permit the Distributor to compensate Recipients in
connection with the sale of Class C shares of the Fund.  The Distributor and the Fund anticipate that it will
take a number of years for the Distributor to recoup the sales commissions paid to Recipients and other
distribution-related expenses, from the Fund's payments to the Distributor under the Class C Plan, and from the
contingent deferred sales charge deducted from redemption proceeds for Class C shares redeemed within six years
of their purchase, as described in the Fund's prospectus.

         Like the Current Plan, the Proposed Plan contains a provision which provides that the Board may allow
the Fund to continue payments to the Distributor for Class C shares sold prior to termination of the Plan.
Pursuant to this provision, payment of the service fee and the asset-based sales charge could be continued by the
Board after termination.

         Like the service fee, the main difference between the Proposed and Current Plans regarding payment of
the asset-based sales charge is that under the Current Plan, the Fund reimburses the Distributor for its services
rendered and, under the Proposed Plan, the Fund will pay the Distributor at a flat rate of 0.75% per annum
without regard to the Distributor's expenses.  As discussed below, it is possible that the Fund will, over time,
pay more under the Proposed Plan than under the Current Plan.  This possibility is due to the fact that the
length of time over which the Fund's payments will continue under the Proposed Plan is not limited by any
reimbursement factor, and the Fund's payments may thus continue for a longer period of time than under the
Current Plan.

Additional Information.  Both Plans have the effect of increasing annual expenses of Class C Shares of the Fund
by up to 1.00% of the class's average annual net assets from what those expenses would otherwise be.  Payments by
the Fund to the Distributor under the Current Plan for the fiscal year ended August 31, 2002 (unaudited as of
this proxy statement mailing date) were $4,579,140 (1.00% of the Fund's average net assets represented by Class C
Shares during that period) of which the Distributor paid $115,184 to an affiliate of the Distributor and retained
$1,724,170 as reimbursement for Class C sales commissions and service fee advances, as well as financing costs.
The balance was paid to Recipients not affiliated with the Distributor.

         If the Class C shareholders approve this Proposal, the Proposed Plan shall, unless terminated as
described below, become effective upon shareholder approval or such later date as the Fund's officers may
determine and continue in effect until renewed by the Board in accordance with Rule 12b-1 and from year to year
thereafter only so long as such continuance is specifically approved, at least annually, by the Fund's Board of
Trustees and its Independent Trustees by a vote cast in person at a meeting called for the purpose of voting on
such continuance.  Either plan may be terminated at any time by a vote of a majority of the Independent Trustees
or by a vote of the holders of a majority (as defined in the 1940 Act) of the Fund's outstanding Class C shares.
Neither the Current Plan nor the Proposed Plan may be amended to increase materially the amount of payments to be
made without approval by Class C shareholders.  All material amendments to either plan must be approved by a
majority of the Independent Trustees.  If the Class C shareholders do not approve this Proposal, the Current Plan
will remain in effect.

         Each of the Proposed Plan and the Current Plan provides that while it is in effect, the selection and
nomination of those Trustees of the Fund who are not "interested persons" of the Fund or the Manager is committed
to the discretion of the Independent Trustees.  This requirement does not prevent the involvement of others in
such selection and nomination if the final decision on any such selection or nomination is approved by a majority
of the Independent Trustees.

         Under either plan, the Board of Trustees may determine that no payment for service fees or asset-based
sales charge will be made to any Recipient in any quarter if the aggregate net asset value of all Fund shares
held by the Recipient for itself and its customers does not exceed a minimum amount, if any, that may be fixed
from time to time by a majority of the Independent Trustees.  Under both Plans, the Board of Trustees has set the
fee at the maximum rate and set no minimum amount.  Each plan permits the Distributor and the Manager to make
additional distribution payments to Recipients from their own resources (including profits from management fees)
at no cost to the Fund.  The Distributor and the Manager may, in their sole discretion, increase or decrease the
amount of distribution assistance payments they make to Recipients from their own assets.

Analysis of the Proposed Plan by the Board of Trustees.  In considering whether to recommend the Proposed Plan
for approval, the Board requested and evaluated information it deemed necessary to make an informed
determination.  The Board, including the Independent Trustees, did not single out any factor or group of factors
as being more important than other factors, but considered such matters together in arriving at its decision.
The Board found that there is a reasonable likelihood that the Proposed Plan benefits the Fund and its Class C
shareholders by providing financial incentives to financial intermediaries to attract new Class C shareholders to
the Fund and by assisting the efforts of the Fund and the Distributor to service and retain existing shareholders
and attract new investors.

         The Proposed Plan enables the Fund and the Distributor to offer investors in the Fund alternative ways
to purchase shares.  This arrangement allows the Fund to be competitive with similar funds, including funds that
impose sales charges, provide financial incentives to institutions that direct investors to such funds, and
provide shareholder servicing and administrative services.

         The Distributor identified two main difficulties with the Current Plan.  These involve accurately
following certain distribution expenses when exchanges among the funds occur, and the Distributor's inability to
recover its distribution-related expenses incurred when funds enter into reorganization agreements.

         The Fund and the other mutual funds in the OppenheimerFunds complex have arrangements so that a
shareholder of one fund may exchange his or her shares for the shares of one or more other Oppenheimer funds.
Over time, a shareholder will enter into a number of exchanges.

         The Distributor advised the Board that the Distributor could not at this time design and implement an
expedient and cost-effective accounting system to follow expenses of the sales commission, service fee payment
and other distribution-related expenses on a per share basis as exchanges occur.  As a result, the Distributor
may not receive full reimbursement for its distribution-related expenses under the Current Plan.

         It occasionally happens that, for various reasons, it is desirable for one fund to reorganize into
another fund when it is anticipated that such a reorganization will benefit the funds involved.  When
reorganizations occur, the Distributor currently must write off and thus is unable to recover previously spent,
but unrecovered, distribution expenses for the fund which will go out of existence.

         The compensation type Plan proposed for approval will eliminate the foregoing difficulties and allow the
Distributor to continue to provide exchanges and reorganizations without having to risk the loss of, in some
cases, substantial amounts of money previously spent for distribution.  The Proposed Plan expressly provides that
the distribution and administrative support services under the plan may be rendered in connection with Class C
shares issued by the Fund in exchanges for other Oppenheimer funds and in a reorganization with another mutual
fund.

         The Distributor advised the Board that under the Proposed Plan, it will be able to track its expenses of
distribution for the OppenheimerFunds complex, and that it will also be able reasonably to identify its
distribution costs with respect to the Fund and each other Oppenheimer fund by allocating the Distributor's
distribution expenses among the funds in the complex according to sales.  While not a precise method, the Board
concluded that this method of allocating distribution expenses to the Fund is a reasonable manner by which to
identify the Distributor's expenses in distributing the Fund's shares.

         The Board considered that a wide range of different situations might occur in the future regarding the
sale and redemption of Fund shares.  It is possible under the current reimbursement Plan for the Fund's payments
to be substantially reduced or cease when limited to reimbursement to the Distributor for its costs.  The Board
concluded that this type of situation is unlikely to occur.  The Board also recognized that superior investment
performance could result in larger amounts paid by the Fund under the Proposed Plan and the Distributor's
recovery of more Plan payments from the Fund than the Distributor had expended on the Fund.  Other differing
scenarios were also reviewed.

         The level of annual payments by the Fund under the Proposed Plan will not increase over, and are not
anticipated to be less than, the amounts currently paid by the Fund.  Under the Proposed Plan, however, over
time, the Fund's Plan payments may exceed the amount which the Fund might pay under the Current Plan.  The length
of time over which the Fund's payments will continue under the Proposed Plan is not limited by any reimbursement
factor, and the Fund's payments may thus continue for a longer period of time than under the Current Plan,
potentially increasing the amount of Plan payments which reduce the dividends and total return on Fund shares.

         The Board concluded that it is extremely difficult to predict purchases, sales and exchanges by
shareholders, and how future individual, market and economic events may influence individual investor decisions.
The Board thus concluded that it is not reasonably possible to determine with any degree of certainty at this
time whether the Fund will pay more under the Proposed Plan than it would under the Current Plan.  The
Distributor has agreed to provide the Board with certain quarterly reports as to the amount of payments made by
the Fund under the Proposed Plan and the purpose for which payments were made (similar to the reports the
Distributor currently provides to the Trustees under the Current Plan).  The Distributor will provide extensive
annual reports to the Board which set forth the Distributor's allocated distribution-related expenses and
recovery of expenses by the Distributor from the asset-based sales charges and contingent deferred sales charges,
and information on sales, redemptions and exchanges of Fund shares and related data.

         The Board determined that under these quarterly and annual reports, the Board will be provided with
adequate information about the payments which the Fund makes to the Distributor, about the payments which the
Distributor makes and receives in connection with the distribution of the Fund's shares, and about the
Distributor's other distribution expenses.  The Board anticipates that with this information, the Board will be
able to review each year the benefits which the Fund is receiving from the plan payments it makes to determine if
the Fund is benefiting at a level commensurate with those payments.

         Stimulation of distribution of mutual fund shares and providing for shareholder services and account
maintenance services by payments to a mutual fund's distributor and to brokers, dealers, banks and other
financial institutions has become common in the mutual fund industry.  Competition among brokers and dealers for
these types of payments has intensified.  The Trustees concluded that promotion, sale and servicing of mutual
fund shares and shareholders through various brokers, dealers, banks and other financial institutions is a
successful way of distributing shares of a mutual fund.  The Trustees concluded that without an effective means
of selling and distributing Fund shares and servicing shareholders and providing account maintenance,
shareholders may redeem shares, or not buy more shares, and if assets decline, expenses may increase on a per
share basis.  By providing an alternative means of acquiring Fund shares, the Distribution and Service Plan
proposed for shareholder approval is designed to stimulate sales by and services from many types of financial
institutions.

         The Trustees recognize that the Manager will benefit from the Proposed Plan through larger investment
advisory fees resulting from an increase in Fund assets, because its investment advisory fees are based upon a
percentage of net assets of the Fund.  The Manager was also advised by the Trustees that a compensation plan
could possibly decrease the time necessary for the Distributor to recover, and could possibly increase the
likelihood that the Distributor might actually recover, the costs of distributing Class C shares.  If either were
to occur, the profits of the Manager, which is the parent company of the Distributor, would be increased.  The
Board, including each of the Independent Trustees, determined that the Proposed Plan is in the best interests of
the Fund, and that its adoption has a reasonable likelihood of benefiting the Fund and its Class C shareholders.
In its annual review of the Proposed Plan, the Board will consider the continued appropriateness of the
distribution and service plan, including the level of payments provided for therein.

                                   THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS
                                          THAT YOU APPROVE THIS PROPOSAL

                                            INFORMATION ABOUT THE FUND

Fund Information. As of August 26, 2002, the Fund had 186,083,797.266 shares outstanding, consisting of
104,690,442.547 Class A, 35,567,390.867 Class B, 15,736,817.151 Class C, 2,357,622.985 Class N and 27,731,523.716
Class Y 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 August 26, 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:

Merrill Lynch Pierce Fenner & Smith, Attn: Fund Administrator/#98756, 4800 Deer Lake Drive East, Third Floor,
Jacksonville, Florida 32246-6484 which owned 8,406,237.248 Class A shares (8.02% of the Class A shares
outstanding) for the sole benefit of its customers.

Great-West  Life & Annuity  Insurance  Company,  Attn:  Mutual Fund Trading 2T2, 8515 East Orchard Road,  Greenwood
Village, Colorado 80111-5037 which owned 7,854,097.342 Class A shares (7.5% of the Class A shares outstanding).

Merrill Lynch Pierce  Fenner & Smith,  Attn:  Fund  Administrator/#97C27,  4800 Deer Lake Drive East,  Third Floor,
Jacksonville,  Florida  32246-6484  which  owned  1,742,820.442  Class C  shares  (11.07%  of the  Class  C  shares
outstanding) for the sole benefit of its customers.

Smith Barney House Account,  00109801250,  Attn:  Cindy Tempesta,  7th Floor,  333 West 34th Street,  New York, New
York 10001-2483, which owned 819,407.144 Class C shares (5.2% of the Class C shares outstanding).

Torchmark  Corporation  Savings  & Trust,  2001 3rd  Avenue  South,  Birmingham,  Alabama  35233-2115  which  owned
279,839.049 Class N shares (11.86% of the Class N shares outstanding).

Mark Curran TR, Boeing Company Master Trust, 200 Newport Avenue, North Quincy, Massachusetts 02171-2102 which
owned 18,659,606.642 Class Y shares (67.28% of the Class Y shares outstanding).

Mass Mutual Life Insurance  Company,  Separate  Investment  Account,  Attn:  N225, 1295 State Street,  Springfield,
Massachusetts 01111-0001 which owned 8,097,485.190 Class Y shares (29.19% of the Class Y shares outstanding).

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 $16,566,598 by the Fund during the fiscal year
ended August 31, 2002 (unaudited as of this proxy statement mailing date).

The Manager (including affiliates and subsidiaries) managed assets of more than $130 billion in assets 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 and John V. Murphy, who serves as a Trustee
of the Fund.

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. There were no transactions by a person who
serves as a Trustee of the Fund during the period June 30, 2000 to December 31, 2001.

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; Andrew Ruotolo, Executive Vice President 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 and James Ruff, 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, Steven Ilnitzki, Lynn Oberist Keeshan, Thomas W. Keffer, Avram Kornberg,
Christopher Leavy, Angelo Manioudakis, 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. The Fund's Board has designated JPMorgan Chase as successor custodian of the Fund's securities and
other assets, succeeding The Bank of New York, with the custody conversion expected on or about November 8, 2002.

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 August 31, 2002, 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, or calling the Fund at 1.800.CALL.OPP or visiting the Manager's
website 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.CALL.OPP.  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 $5,000 plus the additional
                                                                                         ----
costs, that may be 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.CALL.OPP.  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 ballot promptly.  You may provide your completed proxy ballot
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 if you are a record owner.

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.

Voting by the Trustee for OppenheimerFunds-Sponsored Retirement Plans.  Shares held in OppenheimerFunds-sponsored
retirement accounts for which votes are not received as of the last business day before the Meeting Date, will be
voted by the trustee for such accounts in the same proportion as Shares for which voting instructions from the
Fund's other shareholders have been timely received.

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
twelve (12) 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 and 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. Approval of Proposal 4 requires the affirmative vote of a "majority of
the outstanding voting securities" of Class C.  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 outstanding shares of the Fund or class, as the case
may be, present at a meeting, if the holders of more than 50% of the outstanding shares of the Fund or class, as
the case may be, are present or represented by proxy; or (2) more than 50% of the outstanding shares of the Fund
or class, as the case may be, 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 ballot 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 ballot but fail to
indicate how the votes should be cast, the proxy ballot 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 if you are a
record owner.

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 4 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
                                                     September 24, 2002





A-1
                                                                                             EXHIBIT A

                                     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 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 CAPITAL APPRECIATION FUND. The address of Oppenheimer Capital
Appreciation 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 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.

                                             [SIGNATURE LINES OMITTED]







B-6
                                                                                                          EXHIBIT B

                                               AMENDED AND RESTATED
                                    DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
                                                       with
                                        OppenheimerFunds Distributor, Inc.
                                               For Class C Shares of
                                       Oppenheimer Capital Appreciation Fund


This  Distribution  and Service Plan and Agreement  (the "Plan") is dated as of the 22nd day of November,  2002, by
and between  Oppenheimer  Capital  Appreciation  Fund (the  "Fund") and  OppenheimerFunds  Distributor,  Inc.  (the
"Distributor").

1.       The Plan.  This Plan is the Fund's  written  distribution  and service plan for Class C shares of the Fund
         --------
(the  "Shares"),  designed to comply with the  provisions of Rule 12b-1 as it may be amended from time to time (the
"Rule") under the Investment  Company Act of 1940 (the "1940 Act").  Pursuant to this Plan the Fund will compensate
the  Distributor  for its services in connection  with the  distribution  of Shares,  and the personal  service and
maintenance of shareholder  accounts that hold Shares  ("Accounts").  The Fund may act as distributor of securities
of which it is the issuer,  pursuant to the Rule,  according to the terms of this Plan. The terms and provisions of
this Plan shall be interpreted and defined in a manner  consistent  with the provisions and  definitions  contained
in (i) the Fund's  Registration  Statement,  (ii) the 1940 Act, (iii) the Rule, (iv) Rule 2830 of the Conduct Rules
of the National  Association of Securities  Dealers,  Inc., or any  applicable  amendment or successor to such rule
(the "NASD Conduct Rules") and (v) any conditions pertaining either to  distribution-related  expenses or to a plan
of  distribution  to which the Fund is subject under any order on which the Fund relies,  issued at any time by the
U.S. Securities and Exchange Commission ("SEC").

2.       Definitions. As used in this Plan, the following terms shall have the following meanings:
         -----------

         (a)      "Recipient"  shall  mean any  broker,  dealer,  bank or other  person  or entity  which:  (i) has
rendered  assistance  (whether  direct,  administrative  or both) in the  distribution  of Shares  or has  provided
administrative  support  services with respect to Shares held by Customers  (defined below) of the Recipient;  (ii)
shall furnish the Distributor (on behalf of the Fund) with such  information as the  Distributor  shall  reasonably
request to answer such  questions as may arise  concerning  the sale of Shares;  and (iii) has been selected by the
Distributor to receive payments under the Plan.

         (b)      "Independent  Trustees"  shall  mean the  members  of the Fund's  Board of  Trustees  who are not
"interested  persons"  (as  defined  in the 1940  Act) of the Fund and who have no  direct  or  indirect  financial
interest in the operation of this Plan or in any agreement relating to this Plan.

         (c)      "Customers"  shall  mean such  brokerage  or other  customers  or  investment  advisory  or other
clients of a Recipient,  and/or accounts as to which such Recipient provides  administrative support services or is
a custodian or other fiduciary.

         (d)      "Qualified  Holdings"  shall mean,  as to any  Recipient,  all Shares  owned  beneficially  or of
record by:  (i) such  Recipient,  or (ii) such  Recipient's  Customers,  but in no event  shall any such  Shares be
deemed  owned by more than one  Recipient  for  purposes  of this  Plan.  In the event that more than one person or
entity would  otherwise  qualify as Recipients as to the same Shares,  the Recipient  which is the dealer of record
on the Fund's books as determined by the  Distributor  shall be deemed the Recipient as to such Shares for purposes
of this Plan.

3.       Payments for Distribution Assistance and Administrative Support Services.
         ------------------------------------------------------------------------

         (a)      Payments  to the  Distributor.  In  consideration  of  the  payments  made  by  the  Fund  to the
                  -----------------------------
Distributor  under this Plan,  the  Distributor  shall provide  administrative  support  services and  distribution
services to the Fund. Such services include  distribution  assistance and administrative  support services rendered
in  connection  with  Shares  (1) sold in  purchase  transactions,  (2)  issued in  exchange  for shares of another
investment  company for which the Distributor serves as distributor or  sub-distributor,  or (3) issued pursuant to
a plan of  reorganization  to which the Fund is a party.  If the Board  believes  that the  Distributor  may not be
rendering  appropriate  distribution  assistance or administrative  support services in connection with the sale of
Shares,  then the Distributor,  at the request of the Board, shall provide the Board with a written report or other
information to verify that the  Distributor is providing  appropriate  services in this regard.  For such services,
the Fund will make the following payments to the Distributor:

                  (i)  Administrative  Support  Service  Fees.  Within  forty-five  (45)  days  of the  end of each
                       --------------------------------------
calendar  quarter,  the Fund will make payments in the aggregate  amount of 0.25% on an annual basis of the average
during  that  calendar  quarter of the  aggregate  net asset  value of the Shares  computed as of the close of each
business  day  (the  "Service  Fee").  Such  Service  Fee  payments  received  from the Fund  will  compensate  the
Distributor for providing  administrative  support services with respect to Accounts.  The  administrative  support
services  in  connection  with  Accounts  may  include,  but shall not be limited  to, the  administrative  support
services that a Recipient may render as described in Section 3(b)(i) below.

                  (ii)  Distribution  Assistance Fees (Asset-Based  Sales Charge).  Within ten (10) days of the end
                        ---------------------------------------------------------
of each month,  the Fund will make  payments  in the  aggregate  amount of 0.75% on an annual  basis of the average
during the month of the  aggregate  net asset value of Shares  computed as of the close of each  business day. Such
Asset-Based  Sales  Charge  payments  received  from  the  Fund  will  compensate  the  Distributor  for  providing
distribution assistance in connection with the sale of Shares.

                  The  distribution  assistance  services to be rendered by the  Distributor in connection with the
Shares may  include,  but shall not be limited  to, the  following:  (i) paying  sales  commissions  to any broker,
dealer,  bank or other  person or entity  that sells  Shares,  and/or  paying  such  persons  "Advance  Service Fee
Payments" (as defined  below) in advance of, and/or in amounts  greater  than,  the amount  provided for in Section
3(b) of this  Agreement;  (ii) paying  compensation  to and expenses of personnel  of the  Distributor  who support
distribution  of Shares  by  Recipients;  (iii)  obtaining  financing  or  providing  such  financing  from its own
resources,  or from an affiliate,  for the interest and other  borrowing  costs of the  Distributor's  unreimbursed
expenses incurred in rendering  distribution  assistance and administrative  support services to the Fund; and (iv)
paying other direct  distribution  costs,  including without limitation the costs of sales literature,  advertising
and   prospectuses   (other  than  those   prospectuses   furnished  to  current   holders  of  the  Fund's  shares
("Shareholders")) and state "blue sky" registration expenses.

         (b)      Payments to  Recipients.  The  Distributor  is authorized  under the Plan to pay  Recipients  (1)
                  -----------------------
distribution  assistance  fees for rendering  distribution  assistance in connection with the sale of Shares and/or
(2) service  fees for  rendering  administrative  support  services  with  respect to  Accounts.  However,  no such
payments  shall be made to any Recipient  for any quarter in which its  Qualified  Holdings do not equal or exceed,
at the end of such quarter,  the minimum amount ("Minimum Qualified  Holdings"),  if any, that may be set from time
to time by a majority of the Independent  Trustees.  All fee payments made by the Distributor hereunder are subject
to reduction  or  chargeback  so that the  aggregate  service fee payments and Advance  Service Fee Payments do not
exceed  the  limits on  payments  to  Recipients  that are,  or may be,  imposed  by the NASD  Conduct  Rules.  The
Distributor  may make Plan payments to any  "affiliated  person" (as defined in the 1940 Act) of the Distributor if
such  affiliated  person  qualifies  as a Recipient  or retain  such  payments if the  Distributor  qualifies  as a
Recipient.

                  In  consideration  of the  services  provided  by  Recipients,  the  Distributor  shall  make the
following payments to Recipients:

                  (i) Service Fee. In consideration  of  administrative  support  services  provided by a Recipient
                      -----------
during a calendar  quarter,  the Distributor  shall make service fee payments to that Recipient  quarterly,  within
forty-five (45) days of the end of each calendar  quarter,  at a rate not to exceed 0.25% on an annual basis of the
average  during the calendar  quarter of the aggregate net asset value of Shares,  computed as of the close of each
business  day,  constituting  Qualified  Holdings  owned  beneficially  or of  record  by the  Recipient  or by its
Customers for a period of more than the minimum  period (the  "Minimum  Holding  Period"),  if any, that may be set
from time to time by a majority of the Independent Trustees.

                  Alternatively,  the  Distributor  may,  at its  sole  option,  make  the  following  service  fee
payments  to any  Recipient  quarterly,  within  forty-five  (45)  days of the end of each  calendar  quarter:  (A)
"Advance  Service Fee  Payments"  at a rate not to exceed 0.25% of the average  during the calendar  quarter of the
aggregate  net asset  value of  Shares,  computed  as of the close of  business  on the day such  Shares  are sold,
constituting  Qualified Holdings,  sold by the Recipient during that quarter and owned beneficially or of record by
the Recipient or by its  Customers,  plus (B) service fee payments at a rate not to exceed 0.25% on an annual basis
of the average  during the calendar  quarter of the aggregate  net asset value of Shares,  computed as of the close
of each business day,  constituting  Qualified  Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year. At the  Distributor's  sole option,  Advance Service Fee Payments
may be made more often than  quarterly,  and sooner than the end of the calendar  quarter.  In the event Shares are
redeemed  less than one year after the date such Shares were sold,  the  Recipient  is  obligated to and will repay
the Distributor on demand a pro rata portion of such Advance  Service Fee Payments,  based on the ratio of the time
such Shares were held to one (1) year.

                  The  administrative  support  services  to be  rendered  by  Recipients  in  connection  with the
Accounts may include,  but shall not be limited to, the  following:  answering  routine  inquiries  concerning  the
Fund,  assisting in the  establishment and maintenance of accounts or sub-accounts in the Fund and processing Share
redemption  transactions,  making the Fund's investment plans and dividend payment options available, and providing
such other  information and services in connection  with the rendering of personal  services and/or the maintenance
of Accounts, as the Distributor or the Fund may reasonably request.

                  (ii) Distribution  Assistance Fee (Asset-Based Sales Charge) Payments.  Irrespective of whichever
                       ----------------------------------------------------------------
alternative  method of making  service fee payments to Recipients is selected by the  Distributor,  in addition the
Distributor shall make  distribution  assistance fee payments to each Recipient  quarterly,  within forty-five (45)
days  after the end of each  calendar  quarter,  at a rate not to exceed  0.75% on an annual  basis of the  average
during the calendar  quarter of the aggregate  net asset value of Shares  computed as of the close of each business
day  constituting  Qualified  Holdings  owned  beneficially  or of record by the  Recipient or its  Customers for a
period of more  than one (1)  year.  Alternatively,  at its sole  option,  the  Distributor  may make  distribution
assistance fee payments to a Recipient  quarterly,  at the rate described above, on Shares  constituting  Qualified
Holdings  owned  beneficially  or of record by the Recipient or its Customers  without regard to the 1-year holding
period described above.  Distribution  assistance fee payments shall be made only to Recipients that are registered
with the SEC as a broker-dealer or are exempt from registration.

                  The  distribution  assistance to be rendered by the  Recipients  in  connection  with the sale of
Shares may include,  but shall not be limited to, the following:  distributing  sales  literature and  prospectuses
other than those furnished to current Shareholders,  providing  compensation to and paying expenses of personnel of
the Recipient who support the  distribution  of Shares by the Recipient,  and providing such other  information and
services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.

         (c)      A majority  of the  Independent  Trustees  may at any time or from time to time (i)  increase  or
decrease the rate of fees to be paid to the  Distributor or to any  Recipient,  but not to exceed the maximum rates
set forth  above,  and/or (ii) direct the  Distributor  to increase or decrease  any Minimum  Holding  Period,  any
maximum  period  set by a  majority  of the  Independent  Trustees  during  which  fees  will  be  paid  on  Shares
constituting  Qualified  Holdings owned  beneficially or of record by a Recipient or by its Customers (the "Maximum
Holding  Period"),  or Minimum  Qualified  Holdings.  The  Distributor  shall notify all  Recipients of any Minimum
Qualified  Holdings,  Maximum  Holding  Period and  Minimum  Holding  Period that are  established  and the rate of
payments  hereunder  applicable to  Recipients,  and shall provide each Recipient with written notice within thirty
(30) days after any change in these  provisions.  Inclusion of such  provisions or a change in such provisions in a
supplement or Statement of  Additional  Information  or amendment to or revision of the  prospectus or Statement of
Additional Information of the Fund shall constitute sufficient notice.

         (d)      The  Service  Fee and the  Asset-Based  Sales  Charge on  Shares  are  subject  to  reduction  or
elimination  under the limits that apply to such fees under the NASD Conduct  Rules  relating to sales of shares of
open-end funds

         (e)      Under the Plan, payments may also be made to Recipients:  (i) by  OppenheimerFunds,  Inc. ("OFI")
from its own resources  (which may include  profits  derived from the advisory fee it receives  from the Fund),  or
(ii) by the Distributor (a subsidiary of OFI), from its own resources,  from  Asset-Based  Sales Charge payments or
from the proceeds of its borrowings, in either case, in the discretion of OFI or the Distributor, respectively.

         (f)      Recipients  are intended to have certain  rights as  third-party  beneficiaries  under this Plan,
subject to the  limitations  set forth  below.  It may be  presumed  that a  Recipient  has  provided  distribution
assistance or administrative  support services  qualifying for payment under the Plan if it has Qualified  Holdings
of Shares  that  entitle it to  payments  under the Plan.  If either the  Distributor  or the Board  believe  that,
notwithstanding  the level of  Qualified  Holdings,  a  Recipient  may not be  rendering  appropriate  distribution
assistance  in  connection  with the sale of Shares or  administrative  support  services  for  Accounts,  then the
Distributor,  at the  request  of the Board,  shall  require  the  Recipient  to provide a written  report or other
information to verify that said  Recipient is providing  appropriate  distribution  assistance  and/or  services in
this regard.  If the  Distributor or the Board of Trustees still is not satisfied after the receipt of such report,
either may take  appropriate  steps to terminate the Recipient's  status as a Recipient  under the Plan,  whereupon
such Recipient's rights as a third-party beneficiary hereunder shall terminate.  Additionally,  in their discretion
a majority of the Fund's Independent  Trustees at any time may remove any broker,  dealer,  bank or other person or
entity as a  Recipient,  whereupon  such  person's or entity's  rights as a  third-party  beneficiary  hereof shall
terminate.  Notwithstanding  any other  provision of this Plan,  this Plan does not obligate or in any way make the
Fund liable to make any payment  whatsoever  to any person or entity other than  directly to the  Distributor.  The
Distributor  has no  obligation  to pay any Service Fees or  Distribution  Assistance  Fees to any Recipient if the
Distributor has not received payment of Service Fees or Distribution Assistance Fees from the Fund.

4.       Selection and  Nomination  of Trustees.  While this Plan is in effect,  the  selection  and  nomination of
         --------------------------------------
persons to be Trustees of the Fund who are not "interested  persons" of the Fund  ("Disinterested  Trustees") shall
be  committed  to the  discretion  of the  incumbent  Disinterested  Trustees.  Nothing  herein  shall  prevent the
incumbent  Disinterested  Trustees from  soliciting  the views or the  involvement  of others in such  selection or
nomination  as long as the final  decision on any such  selection  and  nomination is approved by a majority of the
incumbent Disinterested Trustees.

5.       Reports.  While this Plan is in effect,  the  Treasurer of the Fund shall provide  written  reports to the
         -------
Fund's Board for its review,  detailing  the amount of all payments  made under this Plan and the purpose for which
the  payments  were made.  The reports  shall be provided  quarterly,  and shall state  whether all  provisions  of
Section 3 of this Plan have been complied with.

6.       Related  Agreements.  Any agreement  related to this Plan shall be in writing and shall provide that:  (i)
         -------------------
such  agreement  may be  terminated  at any time,  without  payment of any penalty,  by a vote of a majority of the
Independent  Trustees  or by a vote of the  holders  of a  "majority"  (as  defined  in the 1940 Act) of the Fund's
outstanding  voting Class C shares;  (ii) such termination  shall be on not more than sixty days' written notice to
any  other  party to the  agreement;  (iii)  such  agreement  shall  automatically  terminate  in the  event of its
"assignment"  (as defined in the 1940 Act);  (iv) such  agreement  shall go into effect when  approved by a vote of
the Board and its  Independent  Trustees  cast in person at a  meeting  called  for the  purpose  of voting on such
agreement;  and (v) such agreement shall,  unless  terminated as herein  provided,  continue in effect from year to
year only so long as such  continuance  is  specifically  approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

7.       Effectiveness,  Continuation,  Termination  and  Amendment.  This Plan has been  approved by a vote of the
         ----------------------------------------------------------
Board and its  Independent  Trustees  cast in person at a meeting  called on April 12,  2001,  for the  purpose  of
voting on this Plan,  and shall take effect as of the date first set forth  above,  at which time it shall  replace
the Fund's  Distribution  and  Service  Plan for Class C shares  dated  December  1,  1993.  Unless  terminated  as
hereinafter  provided,  it shall  continue in effect  until  renewed by the Board in  accordance  with the Rule and
thereafter  from year to year or as the Board  may  otherwise  determine  but only so long as such  continuance  is
specifically  approved at least  annually by a vote of the Board and its  Independent  Trustees cast in person at a
meeting called for the purpose of voting on such continuance.

         This Plan may not be amended to  increase  materially  the amount of  payments to be made under this Plan,
without  approval of the Class C  Shareholders  at a meeting  called for that purpose and all  material  amendments
must be approved by a vote of the Board and of the Independent Trustees.

         This Plan may be  terminated  at any time by a vote of a majority  of the  Independent  Trustees or by the
vote of the holders of a "majority" (as defined in the 1940 Act) of the Fund's  outstanding  Class C voting shares.
In the event of such  termination,  the Board and its Independent  Trustees shall determine whether the Distributor
shall be entitled to payment  from the Fund of all or a portion of the  Service  Fee and/or the  Asset-Based  Sales
Charge in respect of Shares sold prior to the effective date of such termination.

8.       Disclaimer of Shareholder and Trustee Liability.  The Distributor  understands that the obligations of the
         -----------------------------------------------
Fund under this Plan are not binding  upon any Trustee or  shareholder  of the Fund  personally,  but bind only the
Fund and the Fund's  property.  The Distributor  represents that it has notice of the provisions of the Declaration
of Trust of the Fund disclaiming Trustee and shareholder liability for acts or obligations of the Fund.

                                            Oppenheimer Capital Appreciation Fund


                                            By: ____________________________________

                                            Name:__________________________________

                                            Title:___________________________________

                                            OppenheimerFunds Distributor, Inc.


                                            By: _____________________________________

                                            Name:__________________________________

                                            Title:___________________________________




- --------
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. Masterson, Vottiero
and Wixted and Ms. Ives, whose address is 6803 S. Tucson Way, Englewood, CO 80112-3924.
7 Each Officer serves for an annual term or until his or her resignation, death or removal.

EX-99

John V. Murphy
Chairman, President and                                                OppenheimerFunds Logo
Chief Executive Officer                                                OppenheimerFunds, Inc.
498 Seventh Avenue
                                                                       New York, NY 10018
                                                                       WWW.OPPENHEIMERFUNDS.COM
                                                                       ------------------------

                                                                       September 24, 2002


Dear Oppenheimer Capital Appreciation Fund Shareholder,

We have scheduled a shareholder meeting on November 22, 2002 for you to decide upon some important proposals for the
Fund. Your ballot card and a detailed statement of the issues are enclosed with this letter.

Your Board of Trustees believes the matters being proposed for approval are in the best interests of the Fund and its
shareholders and recommends a vote "for" the election of Trustees and for each Proposal.  Regardless of the number of
shares you own, it is important that your shares be represented and voted.  So we urge you to consider these issues
carefully and make your vote count.

How do you vote?

To cast your vote, simply mark, sign and date the enclosed proxy ballot and return it in the postage-paid envelope
today. You also may vote by telephone, or over the Internet by following the instructions on the proxy ballot.  Using
a touch-tone telephone or the Internet to cast your vote saves you time and helps reduce the Fund's expenses.  If you
vote by phone or Internet, you do not need to mail the proxy ballot.

Remember, it can be expensive for the Fund--and ultimately for you as a shareholder--to remail ballots if not enough
responses are received to conduct the meeting.  If your vote is not received before the scheduled meeting, you may
receive a telephone call asking you to vote.

What are the issues?

o        Election of Trustees.  You are being asked to consider and approve the election of eleven Trustees.  You
     will find detailed information on the Trustees in the enclosed proxy statement.

o        Approval of Elimination or Amendment of Certain Fundamental Investment Policies.  Your approval is requested
     to eliminate or amend certain fundamental investment policies of the Fund.

o        Authorize the Trustees to adopt an Amended and Restated Declaration of Trust.

o        Approval of Distribution and Service Plan for Class C Shares (Class C shareholders only).  Class C
     shareholders are asked to approve the Fund's Amended and Restated Class C 12b-1 Distribution and Service Plan.

Please read the enclosed proxy statement for complete details on these proposals.  Of course, if you have any
questions, please contact your financial advisor, or call us at 1.800.708.7780.  As always, we appreciate your
confidence in OppenheimerFunds and look forward to serving you for many years to come.


                                                              Sincerely,
                                                              John V. Murphy signature


Enclosures
XP0320.001.0602