OPPENHEIMER GROWTH FUND

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NXgvzbDD326qptcGrn1QDI937slbZjQCpot26clVztGM1GZbEmELrA+UdhjIxwQN qNZ8xk5pZIC2SH9BozRkOA== 0000074676-02-000010.txt : 20020521 0000074676-02-000010.hdr.sgml : 20020521 20020521162145 ACCESSION NUMBER: 0000074676-02-000010 CONFORMED SUBMISSION TYPE: PRE 14A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010831 FILED AS OF DATE: 20020521 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPPENHEIMER GROWTH FUND CENTRAL INDEX KEY: 0000074676 IRS NUMBER: 132739950 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PRE 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02306 FILM NUMBER: 02658977 BUSINESS ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 BUSINESS PHONE: 2123230200 MAIL ADDRESS: STREET 1: 498 SEVENTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10018 FORMER COMPANY: FORMER CONFORMED NAME: OPPENHEIMER SPECIAL FUND INC DATE OF NAME CHANGE: 19920703 PRE 14A 1 body.htm SCHEDULE PROXY STATEMEHT NOTICE OF MEETING BALLOT OPPENHEIMER GROWTH FUND

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

                                              OPPENHEIMER GROWTH FUND



                                 (Name of Registrant as Specified in its Charter)

                                                 Kathleen T. Ives

                                    (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
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         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: Kathleen T. Ives

(4)      Date Filed:  May 21, 2002

270_Sched14A-Pre_0502.doc

6803 South Tucson Way, Englewood, CO 80112

Notice Of Special Meeting Of Shareholders To Be Held

August 5, 2002

To The Shareholders of Oppenheimer Growth Fund:

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

During the Meeting, shareholders of the Fund will vote on the following proposals and related 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 B 12b-1 Distribution and Service Plan and Agreement (only Class
B shareholders may vote on this proposal); 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 April 22, 2002 are entitled to vote at the meeting. The
proposals and sub-proposals are more fully discussed in the Proxy Statement. Please read it carefully before
telling us, through your proxy or in person, how you wish your shares to be voted. The Board of Trustees of the
Fund recommends a vote to elect each of the nominees as Trustee and in favor of each proposal. WE URGE YOU TO
MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,

Robert G. Zack, Secretary
June 10, 2002

PLEASE RETURN YOUR PROXY BALLOT PROMPTLY.
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
270

iv
i
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: To approve an Amended and Restated Class B 12b-1 Distribution and Service Plan and
Agreement (only Class B shareholders may vote on this proposal)

Information About the Fund -

Further Information About Voting and the Meeting
- -

Other Matters -

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

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

OPPENHEIMER GROWTH FUND

PROXY STATEMENT QUESTIONS AND ANSWERS

Q. Who is Asking for My Vote?

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

Q. Who is Eligible to Vote?

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

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

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

1. To elect a Board of Trustees;

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

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

4. To approve an Amended and Restated Class B 12b-1 Distribution and Service Plan and Agreement (Class B
shareholders only).

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 each sub-proposal related to the authorization of the Trustees to adopt an Amended and Restated
Declaration of Trust

4. FOR the adoption of an Amended and Restated Class B 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 policies reflect regulations that no longer apply to the Fund. In other
cases, the Fund's policies are more stringent than current regulations require. The Fund's
Trustees and the Fund's investment advisor, OppenheimerFunds, Inc., believe that the proposed
changes to the Fund's investment policies will benefit shareholders by allowing the Fund more
flexibility to adapt to future changes in the investment environment and increasing the Fund's
ability to take advantage of investment opportunities.

Q. Why is the Board of Trustees recommending the adoption of an amended and restated declaration
of trust?

A. The Trustees recommend the adoption of a more modern form of trust instrument that, 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 amended and
restated declaration of trust will result in more efficient and economical governance of the
Fund by providing the Trustees with more flexibility and broader authority to act without
shareholder approval. 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.

Q. How Can I Vote?

A. You can vote in three 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. (Eastern Time) ("ET")
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.
(ET) 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, 2001 and Semi-Annual Report dated February
28, 2002 have previously been mailed to Shareholders. If you would like to have copies of the
Fund's most recent Annual and Semi-Annual Reports sent to you free of charge, please call us
toll-free at 1.800.525.7048, write to the Fund at OppenheimerFunds Services, P.O. Box 5270,
Denver, Colorado 80217-5270 or visit the Oppenheimer funds website at www.oppenheimerfunds.com.

Q. Whom do I Call if I Have Questions?

A. Please call us at 1.800.525.7048.

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

8
OPPENHEIMER GROWTH FUND

PROXY STATEMENT

Special Meeting of Shareholders
To Be Held August 5, 2002

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

SUMMARY OF PROPOSALS

- ------- ----------------------------------------------------------------------- ------------------------------------
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. Purchasing securities of issuers in which officers or Trustees All
have an interest
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
C. Pledging, mortgaging or hypothecating assets All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
D. Investing in other investment companies All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
E. Lending All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
F. Industry concentration All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
G. Investing in real estate or in interests in real estate All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
H. Borrowing All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
3. To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust All
- ------- ----------------------------------------------------------------------- ------------------------------------
- ------- ----------------------------------------------------------------------- ------------------------------------
4. To approve an Amended and Restated Class B 12b-1 Distribution and Class B shareholders only
Service Plan and Agreement
- ------- ----------------------------------------------------------------------- ------------------------------------

PROPOSAL 1: ELECTION OF TRUSTEES

At the Meeting, eleven 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 or until their successors
are properly elected and qualified. The persons named as attorneys-in-fact in the enclosed proxy have advised
the Fund that, unless a proxy ballot instructs them to withhold authority to vote for all listed nominees or any
individual nominee, all validly executed proxies will be voted for the election of the nominees named below.

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

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

Each of the nominees 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 serves as
director or trustee of other funds in the Oppenheimer family of funds. The Oppenheimer funds which each of the
Trustees currently serves are referred to as "Board I Funds" in this proxy statement.

The Fund's Trustees and officers, their positions with the Fund and length of service in such positions
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 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 in the chart below is as of December 31,
2001 except as otherwise indicated.

Mr. Reynolds has reported he has a controlling interest in The Directorship Search Group, Inc., ("The
Directorship Search Group") a director recruiting firm that provided consulting services to Massachusetts Mutual
Life Insurance Company (which controls the Manager) for fees aggregating $________ from July 1, 1999 through
December 31, 2001, an amount representing less than 5% of the annual revenues of The Directorship Search Group,
Inc. Mr. Reynolds estimates that The Directorship Search Group will bill Massachusetts Mutual Life Insurance
Company $________ for services to be provided during the calendar year 2002. 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 or professional relationship with the Manager or
its affiliates within the past two fiscal 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 as Independent Trustee

- ------------------------- --------------------------------------------------------- --------------- ------------------
Name, Address,1 Age, Principal Occupation(s) During Past 5 Years / Other Dollar Range Aggregate Dollar
Range of Shares
of Shares Beneficially
Position(s) Held with Owned in the Owned in the
Fund and Length of Trusteeships/Directorships Held by Nominee / Number of Fund Board I Funds
Service (as applicable)2 Portfolios in Fund Complex Overseen by Nominee (as of 5/3/02) (as of 5/3/02)
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Leon Levy, Chairman of General Partner of Odyssey Partners, L.P. (investment None None
the Board of Trustees partnership) (since 1982) and Chairman of the Board of
Trustee since 1973 Avatar Holdings, Inc. (real estate development) (since
Age: 76 1981). Oversees 31 portfolios in the OppenheimerFunds
complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Robert G. Galli, A Trustee or Director of other Oppenheimer funds. None Over $100,000
Trustee since 1993 Formerly Vice Chairman of the Manager (October 1995 -
Age: 68 December 1997). Oversees 41 portfolios in the
OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Phillip A. Griffiths, The Director of the Institute for Advanced Study, None Over $100,000
Trustee since 1999 Princeton, N.J. (since 1991), director of GSI Lumonics
Age: 63 (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 School $10,001-$50,000 Over $100,000
Trustee since 1974 of Business Administration, New York University.
Age: 78 Oversees 31 portfolios in the OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Elizabeth B. Moynihan, Author and architectural historian; a trustee of the $10,001-$50,000 $50,001 -
Trustee since 1992 Freer Gallery of Art and Arthur M. Sackler Gallery
Age: 72 (Smithsonian Institute), Trustees Council of the
National Building Museum; a member of the Trustees $100,000
Council, Preservation League of New York State.
Oversees 31 portfolios in the OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Kenneth A. Randall, A director of Dominion Resources, Inc. (electric $1-$10,000 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 RBAsset
Trustee since 1993 (real estate manager); a director of OffitBank;
Age: 71 formerly Trustee, Financial Accounting Foundation (FASB
and GASB), Senior Fellow of Jerome Levy Economics
Institute, Bard College, Chairman of Municipal $1-$10,000 $50,001 -
Assistance Corporation for the City of New York, New $100,000
York State Comptroller and Trustee of New York State
and Local Retirement Fund. Oversees 31 portfolios in
the OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Russell S. Reynolds, Chairman of The Directorship Search Group, Inc.
Jr., (corporate governance consulting and executive
Trustee since 1989 recruiting) (since 1993); a life trustee of
Age: 70 International House (non-profit educational $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 Chairman Emeritus (since January 1991) of the Manager.
Chairman of the Board Formerly he held the following positions: Chairman
of Trustees, (November 1987 - January 1991) and a director (January
Trustee since 1985 1969 - August 1999) of the Manager; President and
Age: 76 Director of OppenheimerFunds Distributor, Inc., a None Over $100,000
subsidiary of the Manager and the Fund's Distributor
(July 1978 - January 1992). Oversees 31 portfolios in
the OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------
- ------------------------- --------------------------------------------------------- --------------- ------------------
Clayton K. Yeutter, Of Counsel, Hogan & Hartson (a law firm) (since 1993). $50,001 - $50,001 -
Trustee since 1991 Other directorships: Caterpillar, Inc. (since 1993) and
Age: 71 Weyerhaeuser Co. (since 1999). Oversees 31 portfolios $100,000 $100,000
in the OppenheimerFunds complex.
- ------------------------- --------------------------------------------------------- --------------- ------------------

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.

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 5/3/02) 5/3/02)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: OAM
Institutional, Inc. and Centennial Asset Management
Corporation (since November 2001), HarbourView Asset
Management Corporation and OFI Private Investments, Inc.
(since July 2001); President (since November 1, 2001) and a
director (since July 2001) of Oppenheimer Real Asset
Management, Inc., an investment advisor subsidiary of the
Manager; a director (since November 2001) of Trinity
Investment Management Corp. and Tremont Advisers, Inc.,
investment advisory affiliates of the Manager; Executive
Vice President (since February 1997) of Massachusetts Mutual
Life Insurance Company, the Manager's parent company; a
director (since June 1995) of DBL Acquisition Corporation;
formerly Chief Operating Officer (from September 2000 to
June 2001) of the Manager; President and trustee (from
November 1999 to November 2001) of MML Series Investment
Fund and MassMutual Institutional Funds, open-end investment
companies; a director (from September 1999 to August 2000)
of C.M. Life Insurance Company; President, Chief Executive
Officer and director (from September 1999 to August 2000) of
MML Bay State Life Insurance Company; a director (from June
1989 to June 1998) of Emerald Isle Bancorp and Hibernia
Savings Bank, wholly-owned subsidiary of Emerald Isle
Bancorp. 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. Six
regular meetings of the Trustees were held during the fiscal year ended August 31, 2001. Each of the incumbent
Trustees was present for at least 75% of the aggregate number of Board of Trustees meetings and 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 Audit, Study and Proxy Committees comprised of Independent
Trustees only. The members of the Audit Committee are Kenneth Randall (Chairman), Benjamin Lipstein and Edward
Regan.

The Audit Committee held five meetings during the Fund's fiscal year ended August 31, 2001. 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.

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, 2001. Among
other functions, the Study Committee evaluates and reports to the Board on the Fund's contractual arrangements,
including the investment advisory and distribution agreements, transfer and shareholder service agreements and
custodian agreements as well as the policies and procedures adopted by the Fund to comply with the 1940 Act and
other applicable law.

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

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

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

1. Audit Fees.

The aggregate fees billed by KPMG for professional services rendered for the audit of the Fund's annual
financial statements for the fiscal year ended August 31, 2001 were $34,000.

2. All Other Fees.

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

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

C. Additional Information Regarding Trustees and Officers.

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 Independent Trustees of the Fund received the compensation shown below from the Fund
with respect to the Fund's fiscal year ended August 31, 2001.

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.

- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Name of Trustee or Nominee and Other Aggregate Retirement Number of Funds Total
Benefits Compensation
Accrued as Part which Trustee or From All
Compensation of Fund Nominee Oversees Board I Funds
Fund Position(s) (as applicable) from Fund1 Expenses1 as of 12/31/01 (33 Funds)2
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Leon Levy $48,485 $28,363 31 $173,700
Chairman
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Robert G. Galli3 $13,735 $1,484 41 $202,886
Study Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Phillip Griffiths $7,1454 $404 30 $54,889
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Benjamin Lipstein $27,468 $10,074 31 $150,152
Study Committee Chairman,
Audit Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Elizabeth B. Moynihan $23,657 $11,406 31 $105,760
Study Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Kenneth A. Randall $25,117 $13,879 31 $97,012
Audit Committee Chairman
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Edward V. Regan $26,741 $15,625 31 $95,960
Proxy Committee Chairman, Audit
Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Russell S. Reynolds, Jr. $14,827 $6,510 31 $71,792
Proxy Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Donald Spiro $7,897 $474 31 $64,080
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
Clayton K. Yeutter $21,0355 $12,718 31 $71,792
Proxy Committee Member
- --------------------------------------- ------------------- ------------------ ------------------- -------------------
1. For the fiscal year ended August 31, 2001. Aggregate compensation includes fees, deferred compensation,
if any, and retirement plan benefits accrued for a Trustee.
2. For the 2001 calendar year.
3. Total compensation for the 2001 calendar year includes compensation received for serving as a
Trustee/Director of 10 other Oppenheimer funds in addition to the than Board I Funds.
4. Aggregate compensation from the Fund includes $8,316 deferred under Deferred Compensation Plan described
below.
5. Aggregate compensation from the Fund includes $1,686 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 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 compensation received by the Trustee for service in future fiscal years as well as the Trustee' length of
service. The Fund cannot estimate the number of years of credited service that will be used to determine those
benefits at this time. Therefore, the amount of the retirement benefits cannot be determined at this time.

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

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

Information is given below about the executive officers who are not Trustees or nominees for Trustee of
the Fund, including their business experience during the past five years. Messrs. Murphy, Zack, Wixted, Molleur
and Bartlett, and Mses. Feld and Ives, respectively, hold the same offices with one or more of the other funds in
the OppenheimerFunds complex. In light of Mr. Murphy's nomination as a trustee, his biographical information is
provided above.

- ----------------------------------------------- ----------------------------------------------------------------------
Name, Address,6 Age, Position(s) Held with Principal Occupation(s) During Past 5 Years
Fund and Length of Service7
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Bruce L. Bartlett, Senior Vice President (since January 1999) of the Manager; an
Vice President and Portfolio Manager,
(since December 22, 1998) officer and portfolio manager of other Oppenheimer funds. Prior to
Age: 51 joining the Manager in April, 1995, he was a Vice President and
Senior Portfolio Manager at First of America Investment Corp.
(September 1986 - April 1995).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Brian W. Wixted, Senior Vice President and Treasurer of the Advisor (since March
Treasurer, Principal Financial and Accounting 1999); Treasurer (since March 1999) of HarbourView Asset Management
Officer Corporation, Shareholder Services, Inc., Oppenheimer Real Asset
(since April 1999) Management Corporation, Shareholder Financial Services, Inc.,
Age: 42 Oppenheimer Partnership Holdings, Inc., OFI Private Investments,
Inc. (since March 2000), OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since May 2000), and OAM
Institutional, 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 February 2002) of the Manager; Assistant Secretary of Shareholder
(since November 1, 2001) Services, Inc. (since May 1985), Shareholder Financial Services,
Age: 53 Inc. (since November 1989); OppenheimerFunds International Ltd. and
Oppenheimer Millennium Funds plc (since October 1997); an officer of
other Oppenheimer funds; formerly Acting General Counsel (November
2001 - February 2002) and Associate General Counsel (1984 - October
2001).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Denis R. Molleur, Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary
(since November 1, 2001) an officer of other Oppenheimer funds; formerly a Vice President and
Age: 44 Associate Counsel of the Manager (September 1995 - July 1999).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Katherine P. Feld, Vice President and Senior Counsel of the Manager (since July 1999);
Assistant Secretary
(since November 1, 2001) an officer of other Oppenheimer funds; formerly a Vice President and
Age: 43 Associate Counsel of the Manager (June 1990 - July 1999).
- ----------------------------------------------- ----------------------------------------------------------------------
- ----------------------------------------------- ----------------------------------------------------------------------
Kathleen T. Ives, Vice President and Assistant Counsel of the Manager (since June
Assistant Secretary 1998); an officer of other Oppenheimer funds; formerly an Assistant
(since November 1, 2001) Vice President and Assistant Counsel of the Manager (August 1997 -
Age: 36 June 1998); and Assistant Counsel of the Manager (August 1994-August
1997).
- ----------------------------------------------- ----------------------------------------------------------------------

All officers serve at the pleasure of the Board.

As of April 22, 2002, the Trustees, nominees for Trustee and officers, individually and as a group
beneficially owned less than 1% of the outstanding Class A shares and no Class B, Class C, Class N 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 RECOMMENDS
A VOTE FOR THE ELECTION OF EACH NOMINEE AS TRUSTEE

Introduction to Proposal 2

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

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

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

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

With the passage of time, the development of new industry practices and changes in regulatory standards,
several of the Fund's fundamental policies are considered by the Trustees and the Manager to be unnecessary or
unwarranted. The standardized policies proposed below would satisfy current federal regulatory requirements and
are written to provide the Fund with flexibility to respond to future legal, regulatory, market and industry
developments.

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.C. and 2.H. ("Pledging, Mortgaging or
Hypothecating Assets," and "Borrowing," 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 and is not expected to materially increase the risk of an investment 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. 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 the securities of that issuer and together own more than 5% of the
securities of that issuer. 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, and is not expected
to materially increase the risk of an investment in 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.

C. Pledging, Mortgaging or Hypothecating Assets.

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

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

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

The existing policy concerning pledging, mortgaging or hypothecating of the Fund's assets is not
required to be fundamental under the 1940 Act, and the Trustees believe that the Fund should be provided with the
maximum flexibility permitted by law to pursue its investment objective. The Trustees recommend that the policy
regarding pledging, mortgaging or hypothecating be eliminated so that the Fund may enter into collateral
arrangements in connection with its borrowing requirements consistent with its other investment policies,
including its policies regarding borrowing and issuing senior securities. The risks associated with borrowing
securities are discussed in detail under Proposal 2.H. ("Borrowing").

D. Investing in Other Investment Companies.

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

Current Fundamental Policy Proposed Non-Fundamental Policy
-------------------------- -------------------------------
The Fund cannot invest in other open-end investment The Fund cannot invest in securities of other investment
companies or invest more than 5% of its net assets in companies, except to the extent permitted under the 1940
closed-end investment companies, including small business Act, the rules or regulations thereunder or any exemption
investment companies. The Fund cannot make any such therefrom, as such statute, rules or regulations may be
investment at commission rates in excess of normal amended or interpreted from time to time.
brokerage commissions.

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.

E. Lending.

Under the 1940 Act, a fund's policy regarding lending must be fundamental. It is proposed that the
current fundamental policy be replaced by a revised fundamental policy that permits the Fund to engage in lending
to the extent the Fund's lending is consistent with the 1940 Act, the rules thereunder or any exemption from the
1940 Act that is applicable to the Fund.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot lend money. However, it can invest in The Fund cannot make loans, except to the extent
all or a portion of an issue of bonds, debentures, permitted under the 1940 Act, the rules or regulations
commercial paper or other similar corporate thereunder or any exemption therefrom that is applicable
obligations. The Fund may also lend its portfolio to the Fund, as such statute, rules or regulations may be
securities subject to the percentage restrictions amended or interpreted from time to time.
stated in "Loans of Portfolio Securities."

Currently, the 1940 Act permits (a) lending of securities, (b) purchasing debt instruments or similar evidences
of indebtedness, and (c) investing in repurchase agreements. If shareholders approve this sub-proposal, the
Fund's current fundamental policy will be replaced by the proposed fundamental policy and the Fund's prospectus
will be updated to reflect the 1940 Act's current restrictions regarding lending. Lending securities would
subject the Fund to the risk that the borrower may fail to pay interest due under the terms of the loan or repay
the principal amount loaned. However, the Fund, however, currently does not anticipate making loans. Therefore
this change is not expected to materially effect the manner in which the Fund is managed or materially increase
the level of risk associated with an investment in the Fund.

If this sub-proposal and the borrowing sub-proposal described below in Paragraph 2.H. ("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.

F. Industry Concentration.

The Fund currently has a fundamental investment policy prohibiting it from "concentrating" its
investments, that is, investing "25% or more" of its total assets in any one industry. The Fund's Trustees
propose that the Fund's industry concentration policy remain fundamental, but be amended to clarify that this
limit does not apply to securities issued or guaranteed by the U.S. government or its agencies and
instrumentalities or securities issued by investment companies. The Trustees believe that amending this policy
as proposed will not affect management of the Fund. The current and proposed policies are stated below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot concentrate investments. That means it The Fund cannot invest 25% or more of its total assets in
cannot invest 25% or more of its total assets in any any one industry. That limit does not apply to
industry. securities issued or guaranteed by the U.S. government or
its agencies and instrumentalities or securities issued
by investment companies.

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

G. Investing in Real Estate or in Interests in Real Estate.

The Fund is currently subject to a fundamental investment restriction prohibiting it from investing 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. It is proposed that the current fundamental
restriction be amended to eliminate the restriction against investing in interests in real estate while retaining
the restriction against investing in real estate. The current and proposed fundamental investment restrictions
are set forth below.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund cannot invest in real estate or in interests The Fund cannot invest in real estate. However, the Fund
in real estate. However, the Fund can purchase can purchase readily-marketable securities of companies
readily-marketable securities of companies holding holding real estate or interests in real estate.
real estate or interests in real estate.

The prohibitions against investing in interests in real estate were originally adopted to address state
or "Blue Sky" requirements in connection with the registration of shares of the Fund for sale in a particular
state or states. The Board recommends that shareholders amend this fundamental investment restriction in order
to conform the Fund's policy in this area to one that is expected to be standard for all Oppenheimer funds. In
addition, the Board believes that eliminating the prohibition against investing in interests in real estate could
increase the Fund's flexibility when choosing investments in the future. However, this change is not expected to
materially effect the manner in which the Fund is managed or materially increase the level of risk associated
with an investment in the Fund. As amended, the Fund's restriction against investing in real estate would remain
a fundamental restriction, changeable only by the vote of a majority of the outstanding voting securities of the
Fund as defined in the 1940 Act.

H. Borrowing.

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

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

A mutual fund may borrow money to meet redemptions in order to avoid forced, unplanned sales of
portfolio securities. This technique allows a fund greater flexibility to buy and sell portfolio securities for
investment or tax considerations rather than for cash flow considerations. Some mutual funds also borrow for
investment purposes. The Fund currently does not contemplate borrowing for investment purposes, which may cause
the value of its shares to be more volatile that a fund that does not borrow for investment purposes. If the
Fund does borrow for investment purposes, it will not likely do so to a substantial degree.

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 5% of its net assets.

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

The current and proposed fundamental investment policies are set forth below. The current policy on
borrowing requires the Fund to borrow only from banks 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). The Trustees propose that the current policy be amended to permit the Fund to borrow as permitted
under the 1940 Act.

Current Fundamental Policy Proposed Fundamental Policy
-------------------------- ---------------------------
The Fund has the ability to borrow from banks on an The Fund may not borrow money, except to the extent
unsecured basis to invest the borrowed funds in portfolio permitted under the 1940 Act, the rules or regulations
securities. Under current regulatory requirements, thereunder or any exemption therefrom that is applicable
borrowings can be made only to the extent that the value of to the Fund, as such statute, rules or regulations may be
the Fund's assets, less its liabilities other than amended or interpreted from time to time.
borrowings, is equal to at least 300% of all borrowings
(including the proposed borrowing).

Currently, under the 1940 Act, a mutual fund may borrow only from banks and the maximum amount it may borrow 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 above in Paragraph 2.E. ("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.

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.

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 of 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, 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.

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.

A vote in favor of this proposal will authorize the Trustees to adopt all of the other changes to the
New Declaration of Trust, except those specifically set forth in Proposals 3.A-3.C. upon which shareholders are
voting separately.

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

PROPOSAL 4: APPROVAL OF AN AMENDED AND RESTATED CLASS B 12b-1
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
(Class B Shareholders only)

Class B shares were first offered to the public on August 17, 1993. At that time, the Fund had adopted a
Distribution and Service Plan and Agreement for Class B shares. On February 10, 1994, the Board of Trustees
approved an amendment to the Fund's Class B 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 a
termination of the Distribution and Service Plan and Agreement.

At a meeting of the Board of Trustees held December 13, 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 B 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. The Fund's Board of Trustees most recently approved the Current Plan on October
11, 2001.

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 B Shares and the
personal service and maintenance of accounts that hold Class B shares. The Fund pays the Distributor an
asset-based sales charge of 0.75% per year of Class B 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 B 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 B
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 B 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 B 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 B 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 B 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 B Shares outstanding to reimburse the Distributor for its expenses in rendering services in connection with
the distribution of the Fund's Class B shares. Under the Current Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection with the sales of Class B shares may
include: (i) paying sales commissions to any broker, dealer, bank or other institution that sells the Fund's
Class B shares; (ii) paying compensation to and expenses of personnel of the Distributor who support distribution
of Class B 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 B Shares
outstanding to compensate the Distributor for providing distribution assistance in connection with the
distribution of the Fund's Class B Shares. Under the Proposed Plan, the distribution assistance and
administrative support services rendered by the Distributor in connection with the distribution of Class B 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 B Shares; (ii) paying compensation to and expenses of personnel of the Distributor who
support distribution of Class B 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 B 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 B shareholders, providing compensation to and paying expenses of personnel of the Recipient who support the
distribution of Class B shares by the Recipient, and providing such other information and services in connection
with the distribution of Class B shares as the Distributor or the Fund may reasonably request.

The Proposed Plan provides that payments may be made in connection with Class B 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 B
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 B 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 B Plan, and from the
contingent deferred sales charge deducted from redemption proceeds for Class B 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 B 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 B 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, 2001 were $6,915,642
(1.00% of the Fund's average net assets represented by Class B Shares during that period) of which the
Distributor paid $99,918 to an affiliate of the Distributor and retained $5,577,806 as reimbursement for Class B
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 B 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 December 31, 2002 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 B 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 B shareholders. All material amendments to either plan must be approved by a majority of the Independent
Trustees. If the Class B 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 B
shareholders by providing financial incentives to financial intermediaries to attract new Class B 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 may 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 B
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 also recognized that Class B shares convert to Class A shares at the end of six years after their
purchase.

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 a means of acquiring Fund shares without the payment of a front-end sales charge, 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 B 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 B 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 CLASS B SHAREHOLDERS APPROVE THIS PROPOSAL

INFORMATION ABOUT THE FUND

Fund Information. As of the close of business on April 22, 2002, the Fund had 73,424,552.683 shares outstanding,
consisting of 51,432,113.484 Class A, 15,502,964.009 Class B, 3,509,510.331 Class C, 67,787.979 Class N and
2,912,176.800 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 April 22, 2002, the only persons who owned of record
or were known by the Fund to own beneficially 5% or more of any class of the Fund's outstanding shares were:

RPSS TR Empress International LTD 401 (K) Plan, Attn: Linda Levy, 10 Harbor Park Dr., Port Washington NY
11050-4648, which owned 6,191.811 Class N shares (9.13% of the outstanding Class N shares).

Wayne Casteen TR Murphy Brown Deferred Compensation Plan, 2822 W NC Highway 24, Warsaw NC 28398-7952,
which owned 6,041.445 Class N shares (8.91% of the outstanding Class N shares).

RPSS TR IRA FBO Dennis B. Baskin, PO Box 1935, San Andreas CA 95249-1935, which owned 5,065.127 Class N
shares (7.47% of the outstanding Class N shares).

LN Thompson & R E Robinson TR T & S Hardwoods Inc. 401K Plan, PO Box 1233, Milledgeville GA 31059-1233,
which owned 4,386.636 Class N shares (6.47% of the outstanding Class N shares).

Jonathan Flicker or Howard Zuckerman Trustees, Arbros Communications Inc. Employees Savings Trust, 1100
Wayne Ave., FL 8, Silver Spring, MD. 20910-5642, which owned 3,782.781 Class N shares (5.58% of the outstanding
Class N shares).

Mass Mutual Life Insurance Co., 1295 State Street, Springfield, MA 01111, which owned 2,766,229.727
Class Y shares (representing 94.98% of the Fund's then outstanding Class Y shares) and advised the Fund that such
ownership was for the sole benefit of its clients.

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 $5,908,256 by the Fund during the fiscal year
ended August 31, 2001.

The Manager (including affiliates and subsidiaries) managed assets of more than $130 billion at March 31, 2002,
including more than 65 funds having 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; Jeremy Griffiths, Executive Vice President,
Chief Financial Officer and a director; O. Leonard Darling, Vice Chairman, Executive Vice President, Chief
Investment Officer and a director; George Batejan, Executive Vice President and Chief Information Officer; Robert
G. Zack, Senior Vice President and General Counsel; Craig Dinsell, James Ruff and Andrew Ruotolo, Executive Vice
Presidents; Brian W. Wixted, Senior Vice President and Treasurer; and Charles Albers, Victor Babin, Bruce
Bartlett, Robert A. Densen, Ronald H. Fielding, P. Lyman Foster, Robert B. Grill, Robert Guy, Steve Ilnitzki,
Lynn Oberist Keeshan, Thomas W. Keffer, Avram Kornberg, Chris 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 Bank of New York, One Wall Street, New York, New York 10015, acts as custodian of the Fund's
securities and other assets.

Reports to Shareholders and Financial Statements. The Annual Report to Shareholders of the Fund, including
financial statements of the Fund for the fiscal year ended August 31, 2001, has previously been sent to
shareholders. The Semi-Annual Report to Shareholders of the Fund as of February 28, 2002 also has previously been
sent to shareholders. Upon request, shareholders may obtain without charge a copy of the Annual Report and
Semi-Annual Report by writing the Fund at the address above, or calling the Fund at 1.800.525.7048 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 1.800.525.7048. You may also notify the Transfer Agent in writing. Individual copies of
prospectuses and reports will be sent to you within 30 days after the Transfer Agent receives your request to
stop householding.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

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

Proxies also may be solicited by a proxy solicitation firm hired at the Fund's expense to assist in the
solicitation of proxies. Currently, if the Fund determines to retain the services of a proxy solicitation firm,
the Fund anticipates retaining Alamo Direct Mail Services, Inc. Any proxy solicitation firm engaged by the Fund,
among other things, will be: (i) required to maintain the confidentiality of all shareholder information; (ii)
prohibited from selling or otherwise disclosing to any third party shareholder information, and (iii) required to
comply with applicable state telemarketing laws. If the Fund does engage a proxy solicitation firm, 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 confirmation of his or her vote 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 $7,500 plus the additional
----
out-of-pocket 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 1.800.525.7048. Any proxy given
by a shareholder, whether in writing or by telephone, is revocable as described below under the paragraph
entitled "Revoking a Proxy."

Please take a few moments to complete your proxy 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
eleven (11) nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as
long as the votes FOR a nominee exceed the votes AGAINST that nominee. Approval of Proposals 2 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. Proposal 4 requires the affirmative vote of a majority of the
outstanding Class B shares. As defined in the 1940 Act, the vote of a majority of the outstanding shares means
the vote of (1) 67% or more of the Fund's outstanding shares present at a meeting, if the holders of more than
50% of the outstanding shares of the Fund are present or represented by proxy; or (2) more than 50% of the Fund's
outstanding shares, whichever is less.

How are votes counted? The individuals named as proxies on the proxy ballots (or their substitutes) will vote
according to your directions if your proxy 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 if you are a record owner. 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. (ET) on the last business day before
the Meeting.

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

OTHER MATTERS

The Trustees do not intend to bring any matters before the Meeting other than Proposals 1 through 4. The
Trustees and the Manager are not aware of any other matters to be brought before the Meeting by others. Because
matters not known at the time of the solicitation may come before the Meeting, the proxy as solicited confers
discretionary authority with respect to such matters as properly come before the Meeting, including any
adjournment or adjournments thereof, and it is the intention of the persons named as attorneys-in-fact in the
proxy (or their substitutes) to vote the proxy in accordance with their judgment on such matters.

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

By Order of the Board of Trustees,

Robert G. Zack, Secretary
June 10, 2002

270_Proxy_def(May02).doc

PROXY CARD                                  OPPENHEIMER GROWTH FUND                              PROXY CARD


                       PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON AUGUST 5, 2002

The  undersigned,  revoking prior proxies,  hereby appoints Robert Zack,  Brian Wixted,  and Kathleen Ives, 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  Growth Fund (the
"Fund") to be held at 6803 South Tucson Way,  Englewood,  Colorado,  80112,  on August 5, 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             AGAINST              FOR  ALL
   ALL                     ALL                    EXCEPT

   [  ]          [  ]          [  ]   1.




  FOR             AGAINST     ABSTAIN



   [  ]         [  ]           [  ]   2. A
   [  ]         [  ]           [  ]   2. B
   [  ]         [  ]           [  ]   2. C
   [  ]         [  ]           [  ]   2. D
   [  ]         [  ]           [  ]   2. E
   [  ]         [  ]           [  ]   2. F
   [  ]         [  ]           [  ]   2. G
   [  ]         [  ]           [  ]   2. H


   [  ]         [  ]           [  ]   3.A
   [  ]         [  ]           [  ]   3.B
   [  ]         [  ]           [  ]   3.C
   [  ]         [  ]           [  ]   3.D

   [  ]         [  ]           [  ]   4

1.  To elect a Board of Trustees:


     01  Leon Levy                  02  Donald W. Spiro                03  John V. Murphy
     04  Robert G. Galli            05  Phillip A. Griffiths           06  Benjamin Lipstein
     07  Elizabeth B. Moynihan              08  Kenneth A. Randall              09  Edward V. Regan
     10  Russell S. Reynolds, Jr.           11  Clayton K. Yeutter


     If you do not wish your shares  voted "FOR" a  particular  nominee,  mark the "For All Except" box and write the
     nominee's number on the line provided below.  Your shares will be voted for the remaining nominee(s).



2.       To approve the elimination or amendment of certain fundamental investment policies of the Fund:
A.       Purchasing Securities on Margin
B.       Purchasing Securities of Issuers in which Officers or Trustees have an Interest
C.       Pledging, Mortgaging or Hypothecating of Assets
D.       Investing in Other Investment Companies
E.       Lending
F.       Industry Concentration
G.       Investing in Real Estate or Interests in Real Estate
H.       Borrowing

3.       To Authorize the Trustees to adopt an Amended and Restated Declaration of Trust.
A.       Future Amendments of the Declaration of Trust.
B.       Reorganization of the Trust or Its Series or Classes.
C.       Involuntary Redemptions.
D.       Other Changes Under the New Declaration of Trust.

  4.     To Approve an Amended and Restated Class B 12b-1 Distribution and Service Plan and Agreement
          (Class B shareholders only)

EX-3.(I) 4 dot.htm DECLARATION OF TRUST OPPENHEIMER GROWTH FUND

                                     AMENDED AND RESTATED DECLARATION OF TRUST
                                                        OF
                                              OPPENHEIMER GROWTH FUND


         This DECLARATION OF TRUST, made as of the ____th day of ___________, _________, by and among the
individuals executing this Declaration of Trust as the Trustees, and amended and restated this ___ day of
___________, 2002.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

         3.       Without limiting the authority of the Trustees set forth in parts 1 and 2 of this Article
FOURTH to establish and designate any further Series or Classes of Series, the Trustees hereby establish one
Series of Shares having the same name as the Trust, and said Shares shall be divided into four Classes, which
shall be designated Class A, Class B, Class C, 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 10% 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 ____ day of _________, 2002.

                                             [SIGNATURE LINES OMITTED]

EX-99 5 telephone.htm TELEPHONE VOTING INSTRUCTIONS OPPENHEIMER GROWTH FUND

1.800.597.7836



Vote your OppenheimerFunds proxy over the phone
Voting your proxy is important. And now OppenheimerFunds
Has made it easy.  Vote at your convenience, 24 hours a day,
And save postage costs, ultimately reducing fund expenses.
Just follow these three simple steps:

1.       Call the toll free number:  1.800.597.7836.
2.       Enter the 14-digit Control Number, located on your Proxy Card.
3.       Follow the voice instructions.

If you vote by phone please do not mail your Proxy Card

EX-1 6 dist12b1.htm DISTRIBUTION AND SERVICE PLAN AND AGREEMENT OPPENHEIMER GROWTH FUND

                                                         AMENDED AND RESTATED
                                              DISTRIBUTION AND SERVICE PLAN AND AGREEMENT

                                                                 With

                                                  OppenheimerFunds Distributor, Inc.

                                                         For Class B Shares of

                                                        Oppenheimer Growth Fund

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the __ day of _______, 2002, by and between Oppenheimer
Growth 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 B shares of the Fund (the "Shares"),
         ---------
contemplated by 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 which 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 1940 Act, (ii)
the Rule, (iii) Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc., or any amendment or successor
to such rule (the "NASD Conduct Rules") and (iv) 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 assistance 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 Services Fees. Within forty-five (45) days of the end of each calendar quarter, the Fund
                       -------------------------------------
will make payments in the aggregate amount of 0.0625% (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 0.0625% (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 (the "Asset-Based Sales Charge") outstanding until
such Shares are redeemed or converted to another class of shares of the Fund, provided however, that a majority of the Independent
Trustees may, but are not obligated to, set a time period (the "Fund Maximum Holding Period") from time to time for making such
payments. 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 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 such 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.

                  (i) Service Fee. In consideration of the 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 0.0625% (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: (i) "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 (ii) service fee payments at a rate not to exceed 0.0625% (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, the 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 Fees (Asset-Based Sales Charge) Payments. In its sole discretion and irrespective
                           ----------------------------------------------------------------
of whichever alternative method of making service fee payments to Recipients is selected by the Distributor, in addition the
Distributor may make distribution assistance fee payments to a Recipient quarterly, within forty-five (45) days after the end of each
calendar quarter, at a rate not to exceed 0.1875% (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 until such Shares are redeemed or converted to another class of shares of the Fund,
provided however, that a majority of the Independent Trustees may, but are not obligated, to set a time period (the "Recipient
Maximum Holding Period") for making such payments. 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 increase or decrease the rate of fees to
be paid to the Distributor or to any Recipient, but not to exceed the rates set forth above, and/or direct the Distributor to set,
eliminate or modify any Minimum Holding Period, Minimum Qualified Holdings, Fund Maximum Holding Period and/or Recipient Maximum
Holding Period, and/or to provide for split requirements so that different time periods apply to shares afforded different
shareholder privileges or other features, including without limitation, different Minimum Holding Periods, Fund Maximum Holding
Periods and/or Recipient Maximum Holding Periods for shares held subject to systematic withdrawal plans. The Distributor shall notify
all Recipients of any Minimum Holding Period, Minimum Qualified Holdings, Fund Maximum Holding Periods and/or Recipient Maximum
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 revised current prospectus, statement of additional information or supplement to current prospectus or statement of
additional information 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 to which the Distributor is, or may become, subject under the NASD Conduct Rules.

         (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. In the event that either the Distributor or the Board should have reason to 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
such 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, where upon 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 nominations 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 Class B voting 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 February 29, 2000, for the purpose of voting on this Plan, and shall take
effect as of the date first set forth above. 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 B 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 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 B 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 shareholder and
Trustee liability for acts or obligations of the Fund.

                                                              Oppenheimer Growth Fund


                                                              By: ___________________
                                                                  Robert G. Zack,
                                                                  Secretary


                                                              OppenheimerFunds Distributor, Inc.


                                                              By: __________________________
                                                                  Katherine P. Feld,
                                                                  Vice President and Secretary

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