AMENDED AND RESTATED DECLARATION OF TRUST

                                      OF

                         OPPENHEIMER INTEGRITY FUNDS


      This DECLARATION OF TRUST, made as of the 9th day of March, 1982, by
and among the individuals executing this Declaration of Trust as the
Trustees, and amended and restated this 12th day of April, 2001.

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

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










IN WITNESS WHEREOF, the undersigned have executed this instrument as of the
12th day of April, 2001.


/s/ Robert G. Avis                                          /s/ Robert M.
Kirchner
-----------------------
-----------------------------
Robert G. Avis                                        Robert M. Kirchner
1706 Warson Estates Drive                                   2800 S.
University Blvd.
St. Louis, Missouri 63124                                   Denver, Colorado
80210


/s/ William L. Armstrong                                    /s/ C. Howard Kast
------------------------------
-----------------------------
William L. Armstrong                                        C. Howard Kast
11 Carriage Lane                                      2552 East Almeda
Littleton, Colorado 80121                                   Denver, Colorado
80209

/s/ Edward L. Cameron                                 /s/ Jon S. Fossel
------------------------------
---------------------------------
Edward L. Cameron                                     Jon S. Fossel
Spring Valley Road                                          810 Jack Creek
Road
Morristown, New Jersey  07960                         Ennis, Montana  59729

/s/ Sam Freedman                                      /s/ James C. Swain
--------------------------------
--------------------------------
Sam Freedman                                          James C. Swain
4975 Lakeshore Drive                                        355 Adams Street
Littleton, Colorado  80123                                  Denver, Colorado
80206

/s/ Bridget A. Macaskill                                    /s/ George C.
Bowen
---------------------------------
--------------------------------
Bridget A. Macaskill                                        George C. Bowen
160 East 81st Street                                        9224 Bauer Court
New York, New York  10028                                   Lone Tree,
Colorado  80124

/s/ F. William Marshall, Jr.
-----------------------------------
F. William Marshall, Jr.
87 Ely Road
Longmeadow, Massachusetts  01106