EX-23

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             Report of Independent Registered Public Accounting Firm



The Board of Trustees and Shareholders
Rochester Fund Municipals:


In planning and performing our audit of the financial statements of Rochester
Fund Municipals (the Fund) as of and for the year ended December 31, 2009, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), we considered the Fund's internal control over financial
reporting, including controls over safeguarding securities, as a basis for
designing our auditing procedures for the purpose of expressing our opinion on
the financial statements and to comply with the requirements of Form N-SAR, but
not for the purpose of expressing an opinion on the effectiveness of the Fund's
internal control over financial reporting. Accordingly, we express no such
opinion.

Management of the Fund is responsible for establishing and maintaining effective
internal control over financial reporting. In fulfilling this responsibility,
estimates and judgments by management are required to assess the expected
benefits and related costs of controls. A company's internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company's internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Fund's annual or interim financial statements will not be prevented or detected
on a timely basis.

Our consideration of the Fund's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be material
weaknesses under standards established by the Public Company Accounting
Oversight Board (United States). However, we noted no deficiencies in the Fund's
internal control over financial reporting and its operation, including controls
over safeguarding securities, that we consider to be a material weakness as
defined above as of December 31, 2009.

This report is intended solely for the information and use of management and the
Board of Trustees and Shareholders of Rochester Fund Municipals and the
Securities and Exchange Commission, and is not intended to be and should not be
used by anyone other than these specified parties.





                                    KPMG LLP



Denver, Colorado
February 18, 2010

EX-99.B BYLAWS

1

                                        7
                                        1
                            ROCHESTER FUND MUNICIPALS
                                  (the "Fund")

                              AMENDED AND RESTATED

                                     BY-LAWS
                              (dated June 26, 2009)


All terms used herein shall have the same meaning as set forth in the
Declaration of Trust of the Fund unless otherwise defined herein.

                                    ARTICLE I

                                  SHAREHOLDERS

         Section 1. Shareholder Meetings. Meetings of the Shareholders for any
purpose or purposes may be called by the Chairperson of the Board of Trustees,
if any, or by the President or by the Board of Trustees and shall be called by
the Secretary upon receipt of the request in writing signed by Shareholders
holding not less than one third in amount of the entire number of Shares issued
and outstanding and entitled to vote thereat. Such request shall state the
purpose or purposes of the proposed meeting. In addition, meetings of the
Shareholders shall be called by the Board of Trustees upon receipt of the
request in writing signed by Shareholders that hold in the aggregate not less
than ten percent in amount of the entire number of Shares issued and outstanding
and entitled to vote thereat, stating that the purpose of the proposed meeting
is the removal of a Trustee.

         Section 2. Place of Meeting. All meetings of the Shareholders shall be
held at the principal office of the Fund or at such other place as may from time
to time be designated by the Board of Trustees and stated in the notice of
meeting.

         Section 3. Notice of Meetings of Shareholders. Consistent with
applicable law, written or printed notice of every meeting of Shareholders,
stating the time and place thereof (and the general nature of the business
proposed to be transacted at any special or extraordinary meeting), shall be
given to each Shareholder entitled to vote at such meeting by leaving the same
with each Shareholder at the Shareholder's residence or usual place of business
or by mailing it, postage prepaid and addressed to the Shareholder's address as
it appears upon the books of the Fund. Such notice also may be delivered by such
other means, for example electronic delivery, as consistent with applicable
laws.

         No notice of the time, place or purpose of any meeting of Shareholders
need be given to any Shareholder who attends in person or by proxy or to any
Shareholder who, in writing executed and filed with the records of the meeting,
either before or after the holding thereof, waives such notice.

         Section 4. Record Dates. Consistent with applicable law, the Board of
Trustees may fix, in advance, a record date for the determination of
Shareholders entitled to notice of and to vote at any meeting of Shareholders
and Shareholders entitled to receive any dividend payment or allotment of
rights, as the case may be. Only Shareholders of record on such date shall be
entitled to notice of and to vote at such meeting or to receive such dividends
or rights, as the case may be.

         Section 5. Access to Shareholder List. The Board of Trustees shall make
available a list of the names and addresses of all shareholders as recorded on
the books of the Fund, upon receipt of the request in writing signed by not less
than ten Shareholders of the Fund (who have been such for at least six months)
holding in the aggregate the lesser of (i) Shares valued at $25,000 or more at
current offering price (as defined in the Fund's Prospectus), or (ii) one
percent in amount of the entire number of shares of the Fund 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 pursuant to Section 2 of Article I of these By-Laws and accompanied by a
form of communication to the Shareholders. The Board of Trustees may, in its
discretion, satisfy its obligation under this Section 5 by either making
available the Shareholder List to such Shareholders at the principal offices of
the Fund, or at the offices of the Fund's transfer agent, during regular
business hours, or by mailing a copy of such Shareholders' proposed
communication and form of request, at their expense, to all other Shareholders.

         Section 6. Quorum, Adjournment of Meetings. Except as otherwise
required by the Declaration of Trust, the Investment Company 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.

         If at any meeting of the Shareholders there shall be less than a quorum
present, the Shareholders present at such meeting may, without further notice,
adjourn the same from time to time until a quorum shall attend, but no business
shall be transacted at any such adjourned meeting except such as might have been
lawfully transacted had the meeting not been adjourned.

         Section 7. Adjournment of Meetings When Quorum Present. If a quorum is
present but sufficient votes in favor of one or more proposals have not been
received, any of the persons named as proxies or attorneys-in-fact may propose
one or more adjournments of the meeting to permit further solicitation of
proxies with respect to any proposal. 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. A vote may be taken on one or more
of the proposals prior to any such adjournment if sufficient votes for its
approval have been received and it is otherwise appropriate.

         Section 8. Voting and Inspectors. Consistent with applicable law, at
all meetings of shareholders, 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.

         All elections of Trustees shall be had by a plurality of the votes cast
and all questions shall be decided by a majority of the votes cast, in each case
at a duly constituted meeting, except as otherwise provided in the Declaration
of Trust or in these By-Laws or by specific statutory provision superseding the
restrictions and limitations contained in the Declaration of Trust.

         At any election of Trustees, the Board of Trustees prior thereto may,
or, if they have not so acted, the Chairman of the meeting may, and upon the
request of the holders of ten percent (10%) of the Shares entitled to vote at
such election shall, appoint two inspectors of election who shall first
subscribe an oath or affirmation to execute faithfully the duties of inspectors
at such election with strict impartiality and according to the best of their
ability, and shall after the election make a certificate of the result of the
vote taken. No candidate for the office of Trustee shall be appointed such
Inspector.

         The Chairman of the meeting may cause a vote by ballot to be taken upon
any election or matter, and such vote shall be taken upon the request of the
holders of ten percent (10%) of the Shares entitled to vote on such election or
matter.

         Section 9. Conduct of Shareholders' Meetings. The meetings of the
Shareholders shall be presided over by the Chairperson of the Board of Trustees,
if any, or if he or she shall not be present, by the President, or if he shall
not be present, by a Vice-President, or if none of them is present, by a
chairperson to be elected at the meeting. The Secretary of the Fund, if present,
shall act as Secretary of such meetings, or if he or she is not present, an
Assistant Secretary shall so act; if neither the Secretary nor an Assistant
Secretary is present, then the meeting shall elect its secretary.

         Section 10. Concerning Validity of Proxies, Ballots, Etc. At every
meeting of the Shareholders, all proxies shall be received and taken in charge
of and all ballots shall be received and canvassed by the secretary of the
meeting, who shall decide all questions touching the qualification of voters,
the validity of the proxies, and the acceptance or rejection of votes, unless
inspectors of election shall have been appointed as provided in Section 7, in
which event such inspectors of election shall decide all such questions.

                                   ARTICLE II

                                BOARD OF TRUSTEES

         Section 1. Number and Tenure of Office. The business and property of
the Fund shall be conducted and managed by a Board of Trustees consisting of the
number of initial Trustees, which number may be increased or decreased as
provided in Section 2 of this Article. Each Trustee shall, except as otherwise
provided herein, hold office until the meeting of Shareholders of the Fund next
succeeding his election or until his successor is duly elected and qualifies.
Trustees need not be Shareholders.

         Section 2. Increase or Decrease in Number of Trustees. The Board of
Trustees, by the vote of a majority of the entire Board, may increase the number
of Trustees to a number not exceeding fifteen, and may elect Trustees to fill
the vacancies occurring for any reason, including vacancies created by any such
increase in the number of Trustees until the next annual meeting or until their
successors are duly elected and qualify; the Board of Trustees, by the vote of a
majority of the entire Board, may likewise decrease the number of Trustees to a
number not less than three but the tenure of office of any Trustee shall not be
affected by any such decrease. In the event that after the proxy material has
been printed for a meeting of Shareholders at which Trustees are to be elected
any one or more nominees named in such proxy material dies or become
incapacitated, the authorized number of Trustees shall be automatically reduced
by the number of such nominees, unless the Board of Trustees prior to the
meeting shall otherwise determine.

         Section 3. Resignation and Retirement. Any Trustee may resign or retire
as Trustee by written instrument signed by him and delivered to the other
Trustees or to any officer of the Fund, and such resignation or retirement shall
take effect upon such delivery or upon such later date as is specified in such
instrument and shall be effective as to the Fund hereunder.

         Section 4. Place of Meeting. The Trustees may hold their meetings, have
one or more offices, and keep the books of the Fund outside Massachusetts, at
any office or offices of the Fund or at any other place as they may from time to
time by resolution determine, or, in the case of meetings, as shall be specified
or fixed in the respective notices or waivers of notice thereof.

         Section 5. Regular Meetings. Regular meetings of the Board of Trustees
shall be held at such time and on such notice, if any, as the Trustees may from
time to time determine. One such regular meeting during each fiscal year of the
Fund shall be designated an annual meeting of the Board of Trustees.

         Section 6. Special Meetings. Special meetings of the Board of Trustees
may be held from time to time upon call of the Chairperson of the Board of
Trustees, if any, the President or two or more of the Trustees, by oral or
written notice duly served on or sent via mail or electronic delivery to each
Trustee not less than one day before such meeting. No notice need be given to
any Trustee who attends in person, or to any Trustee who in writing executed and
filed with the records of the meeting either before or after the holding thereof
waives such notice. Such notice or waiver of notice need not state the purpose
or purposes of such meeting.

         Section 7. Quorum. One-third of the Trustees then in office shall
constitute a quorum for the transaction of business, provided that a quorum
shall in no case be less than two Trustees. If at any meeting of the Board there
shall be less than a quorum present (in person or by open telephone line, to the
extent permitted by the Investment Company Act of 1940 (the "Investment Company
Act")), a majority of those present may adjourn the meeting from time to time
until a quorum shall have been obtained. The act of the majority of the Trustees
present at any meeting at which there is a quorum shall be the act of the Board,
except as may be otherwise specifically provided by statute, by the Declaration
of Trust, by these By-Laws or by any contract or agreement to which the Fund is
a party.

         Section 8. Executive Committee. The Board of Trustees may, by the
affirmative vote of a majority of the entire Board, elect from the Trustees an
Executive Committee to consist of such number of Trustees (not less than three)
as the Board may from time to time determine. The Board of Trustees by such
affirmative vote shall have power at any time to change the members of such
Committee and may fill vacancies in the Committee by election from the Trustees.
When the Board of Trustees is not in session, the Executive Committee shall have
and may exercise any or all of the powers of the Board of Trustees in the
management of the business and affairs of the Fund (including the power to
authorize the seal of the Fund to be affixed to all papers which may require it)
except as provided by law or by any contract or agreement to which the Fund is a
party and except the power to increase or decrease the size of, or fill
vacancies on, the Board, to remove or appoint executive officers or to dissolve
or change the permanent membership of the Executive Committee, and the power to
make or amend the By-Laws of the Fund. The Executive Committee may fix its own
rules of procedure, and may meet when and as provided by such rules or by
resolution of the Board of Trustees, but in every case the presence of a
majority shall be necessary to constitute a quorum. In the absence of any member
of the Executive Committee, the members thereof present at any meeting, whether
or not they constitute a quorum, may appoint a member of the Board of Trustees
to act in the place of such absent member.

         Section 9. Other Committees. The Board of Trustees, by the affirmative
vote of a majority of the entire Board, may appoint other committees which shall
in each case consist of such number of members (not less than two) and shall
have and may exercise, to the extent permitted by law, such powers as the Board
may determine in the resolution appointing them. A majority of all members of
any such committee may determine its action, and fix the time and place of its
meetings, unless the Board of Trustees shall otherwise provide. The Board of
Trustees shall have power at any time to change the members and, to the extent
permitted by law, powers of any such committee, to fill vacancies, and to
discharge any such committee.

         Section 10. Informal Action by and Telephone Meetings of Trustees and
Committees. Any action required or permitted to be taken at any meeting of the
Board of Trustees or any committee thereof may be taken without a meeting, if a
written consent to such action is signed by all members of the Board, or of such
committee, as the case may be. Trustees or members of the Board of Trustees may
participate in a meeting by means of a conference telephone or similar
communications equipment; such participation shall, except as otherwise required
by the Investment Company Act, have the same effect as presence in person.

         Section 11. Compensation of Trustees. Trustees shall be entitled to
receive such compensation from the Fund for their services as may from time to
time be voted by the Board of Trustees.

         Section 12. Dividends. Dividends or distributions payable on the Shares
may, but need not be, declared by specific resolution of the Board as to each
dividend or distribution; in lieu of such specific resolutions, the Board may,
by general resolution, determine the method of computation thereof, the method
of determining the Shareholders to which they are payable and the methods of
determining whether and to which Shareholders they are to be paid in cash or in
additional Shares.


                                   ARTICLE III

                                    OFFICERS

         Section 1. Executive Officers. The executive officers of the Fund may
include a Chairperson of the Board of Trustees, and shall include a President,
one or more Vice Presidents (the number thereof to be determined by the Board of
Trustees), a Secretary and a Treasurer. The Chairman of the Board of Trustees,
if any, shall be selected from among the Trustees. The Board of Trustees or the
Executive Committee may also in its discretion appoint Assistant Secretaries,
Assistant Treasurers, and other officers, agents and employees, who shall have
such authority and perform such duties as the Board or the Executive Committee
may determine. The Board of Trustees may fill any vacancy which may occur in any
office. Any two offices, except those of President and Vice President, may be
held by the same person, but no officer shall execute, acknowledge or verify any
instrument in more than one capacity, if such instrument is required by law or
these By-Laws to be executed, acknowledged or verified by two or more officers.

         Section 2. Term of Office. The term of office of all officers shall be
until their respective successors are chosen and qualify; however, any officer
may be removed from office at any time with or without cause by the vote of a
majority of the entire Board of Trustees.

         Section 3. Powers and Duties. The officers of the Fund shall have such
powers and duties as generally pertain to their respective offices, as well as
such powers and duties as may from time to time be conferred by the Board of
Trustees or the Executive Committee.

                                   ARTICLE IV

                                     SHARES

Section 1.  Certificates of Shares. Certificates for Shares of the Fund will
not be issued.
- ---------   ----------------------

         Section 2. Transfer of Shares. Shares shall be transferable on the
books of the Fund by the holder thereof in person or by his duly authorized
attorney or legal representative, upon surrender and cancellation of
certificates, if any, for the same number of Shares, duly endorsed or
accompanied by proper instruments of assignment and transfer, with such proof of
the authenticity of the signature as the Fund or its agent may reasonably
require; in the case of shares not represented by certificates, the same or
similar requirements may be imposed by the Board of Trustees.

         Section 3. Share Ledgers. The share ledgers of the Fund, containing the
name and address of the Shareholders and the number of shares, held by them
respectively, shall be kept at the principal offices of the Fund or, if the Fund
employs a transfer agent, at the offices of the transfer agent of the Fund.

                                    ARTICLE V

                                      SEAL

         The Board of Trustees shall provide a suitable seal of the Fund, in
such form and bearing such inscriptions as it may determine.

                                   ARTICLE VI

                                   FISCAL YEAR

         The fiscal year of the Fund shall be fixed by the Board of Trustees.

                                   ARTICLE VII

                              AMENDMENT OF BY-LAWS

         The By-Laws of the Fund may be altered, amended, added to or repealed
by the Shareholders or by majority vote of the entire Board of Trustees, but any
such alteration, amendment, addition or repeal of the By-Laws by action of the
Board of Trustees may be altered or repealed by the Shareholders.

EX-99.77C VOTES

                    AMENDED AND RESTATED DECLARATION OF TRUST
                                       OF
                            ROCHESTER FUND MUNICIPALS

         THIS AMENDED AND RESTATED DECLARATION OF TRUST is made as of this 26th
day of June, 2009 by the Trustees hereunder;

         WHEREAS, the Trustees established Rochester Fund Municipals, under the
laws of the Commonwealth of Massachusetts under an Agreement and Declaration of
Trust dated February 15, 1991 as amended and restated on January 26, 1995, as
further amended from time to time thereafter (collectively, the "Declaration of
Trust"); and

WHEREAS, the Trustees desire to amend and restate the Declaration of Trust as
set forth herein;

         NOW, THEREFORE, the Trustees hereby declare that they will hold all
cash, securities and other assets and properties, which the Trust may from time
to time acquire in any manner, IN TRUST, and that they will manage and dispose
of the same and manage the affairs and business of the Trust upon the following
terms and conditions for the benefit of the holders from time to time of shares
of beneficial interest in this Trust as hereinafter set forth.

                                    ARTICLE I

                              NAME AND DEFINITIONS

         Section 1. Name. This Trust shall be known as "Rochester Fund
Municipals" and the Trustees shall conduct the business of the Trust under that
name or any other name as they may from time to time determine.

         Section 2. Definitions. Whenever used herein, unless otherwise required
by the context or specifically provided, the following terms have the following
respective meanings:

         (a) "By-Laws" means the By-Laws of the Trust referred to in Section 6.8
hereof, as from time to time amended.

         (b) "Class" means the one or more Shares (as defined below) of the
Trust or of a Series as may be established and designated as a Class from time
to time by the Trustees pursuant to Section 4.9 hereof.

         (c) "Code" means the Internal Revenue Code of 1986 (or any successor
statute), as amended from time to time, and the rules and regulations
thereunder, as adopted or amended from time to time.

         (d) "Commission" shall have the same meaning given to such term in the
1940 Act (as defined below).

         (e) "Declaration" means this Declaration of Trust as amended,
supplemented or amended and restated from time to time. Reference in this
Declaration of Trust to "Declaration," "hereof," "herein," and "hereunder" shall
be deemed to refer to this Declaration rather than exclusively to the article or
section in which such words appear.

         (f) "He," "Him" and "His" shall include the feminine and neuter, as
well as the masculine, genders.

         (g) "Interested Person" shall have the same meaning given to such term
in the 1940 Act (as defined below).

         (h) "1940 Act" refers to the Investment Company Act of 1940 (and any
successor statute) and the rules thereunder, all as amended from time to time,
as may apply to the Trust or a Class thereof, including pursuant to any
exemptive, interpretive or other relief or guidance issued by applicable
regulatory authorities.

         (i) "Outstanding Shares" means those Shares (as defined below) shown
from time to time on the books of the Trust or its transfer agent as then issued
and outstanding, but shall not include Shares which have been redeemed,
repurchased, cancelled or terminated by the Trust.

         (j) "Person" means and includes natural persons, corporations,
partnerships, limited partnerships, business trusts, limited liability
partnerships, statutory trusts, limited liability companies, trusts,
associations, joint ventures, estates, nominees and any other entity in its own
or any representative capacity, whether or not legal entities, and governments
and agencies and political subdivisions thereof, in each case whether domestic
or foreign.

         (k) "Prospectus" means the prospectus and statement of additional
information with respect to the Trust, one or more Series thereof or one or more
Classes thereof as the context shall require, as contained in the most recent
effective registration statement filed with the Commission with respect to the
Trust, one or more Series thereof or one or more Classes thereof, as the same
may be supplemented or modified from time to time in accordance with the
requirements of the federal securities laws.

         (l) "Series" means one or more subtrusts of the trust as may be
established and designated as a Series from time by the Trustees pursuant to
Section 4.9 hereof.

         (m) "Shareholder" means a record owner of Outstanding Shares.

         (n) "Shares" means the units of interest into which the beneficial
interest in the Trust shall be divided from time to time, including the Shares
of any and all Series and any and all Classes which may be established and
designated by the Trustees, and includes fractions of Shares as well as whole
Shares.

         (o) "Trust" refers to the voluntary association with transferable
shares established by this Declaration, as the same may be amended from time to
time.

         (p) "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust.

         (q) "Trustees" means, at any time, the person or persons who have
signed this Declaration and all other persons who may from time to time be duly
qualified and serving as Trustees in accordance with the provisions of Article V
hereof, in each case if they shall at that time continue in office in accordance
with the terms hereof, and reference herein to a Trustee or the Trustees shall
refer to such person or persons in his capacity or their capacities as Trustees
hereunder.

                                   ARTICLE II

                           NATURE AND PURPOSE OF TRUST

         The Trust set forth in this instrument shall be deemed made in the
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth as a
trust with transferable shares (commonly known as a business trust) of the type
referred to in Chapter 182 of the General Laws of the Commonwealth of
Massachusetts. The Trust is not intended to be, shall not be deemed to be, and
shall not be treated as, a general or a limited partnership, joint venture,
corporation or joint stock company, nor shall the Trustees or Shareholders or
any of them for any purpose be deemed to be, or be treated in any way whatsoever
as though they were, liable or responsible hereunder as partners or joint
venturers. The purpose of the Trust is to engage in, operate and carry on the
business of an open-end management investment company and to do any and all acts
or things as are necessary, convenient, appropriate, incidental or customary in
connection therewith and without limiting the foregoing or the other provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by a
Massachusetts business trust.

                                   ARTICLE III

                  REGISTERED AGENT; PRINCIPAL PLACE OF BUSINESS

         The name of the registered agent of the Trust is CT Corporation System,
at its office at 155 Federal Street in Boston, Massachusetts 02110. The
principal place of business of the Trust is 6803 South Tucson Way, Centennial,
Colorado 80112. The Trustees may, without the approval of Shareholders, change
the registered agent of the Trust and the principal place of business of the
Trust. Any other places of business of the Trust shall be designated and may be
changed from time to time by the Trustees without approval of the Shareholders.

                                   ARTICLE IV

                       BENEFICIAL INTERESTS; SHAREHOLDERS

         Section 4.1. Shares of Beneficial Interest. The beneficial interest in
the Trust shall be divided into such Shares of beneficial interest, of such
Series, of such Classes, and of such designations, with par values of $.001 per
share, and with such rights, preferences, privileges, limitations, restrictions
and such other relative terms as shall be determined by the Trustees, from time
to time. The number of Shares is unlimited. The Trustees shall have full power
and authority to take such action with respect to the Shares as the Trustees may
deem desirable.

         Section 4.2. Issuance of Shares. (a) Shares may be issued from time to
time to such Persons (including, without limitation, any Trustee, officer, or
agent of the Trust or any Person in which a Trustee, officer or agent of the
Trust has an interest) either for cash or for such other consideration (which
may be in any one or more instances a certain specified consideration or certain
specified considerations) and on such terms as the Trustees, from time to time,
may deem advisable, and the Trust may, in connection with an issuance of Shares,
acquire other assets (including the acquisition of assets subject to, and in
connection with, the assumption of liabilities), and all Shares so issued
hereunder, including without limitation Shares issued in connection with a
dividend in Shares or a split or reverse split of Shares, shall be fully paid
and non-assessable. Notwithstanding the foregoing, the Trust shall have the
right to refuse to issue Shares to any Person at any time and without any reason
therefor whatsoever.

         (b) The Trust may issue Shares in fractional denominations to the same
extent as its whole Shares, and Shares in fractional denominations shall be
Shares having, proportionately to the respective fractions represented thereby,
all the rights of whole Shares, including, without limitation, the right to
vote, the right to receive dividends and distributions and the right to
participate upon termination of the Trust.

         (c) Any Shares issued by the Trust which have been purchased, redeemed
or otherwise reacquired by the Trust shall be retired automatically and shall
have the status of unissued Shares.

         Section 4.3 Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business herein described is
vested exclusively in the Trustees. The Shareholders shall have no right or
title in or to the Trust Property. The Shareholders shall have no right to call
for any partition or division of any property, profits, rights or interests or
any of the Trust Property of the Trust and the Shareholders shall have no
interest therein other than the beneficial interest in the Trust Property
conferred by their Shares. The death, incapacity, dissolution, termination, or
bankruptcy of a Shareholder during the continuance of the Trust shall neither
operate to terminate the Trust nor entitle the representative of any such
Shareholder to an accounting or to take any action in court or elsewhere against
the Trust or the Trustees, but shall entitle such representative only to the
rights of such Shareholder under this Declaration. Neither the Trust nor the
Trustees, nor any officer, employee nor agent of the Trust shall have any power
to bind personally any Shareholder, 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. The Shares shall be
personal property giving only the rights specifically set forth in this
Declaration. The holders of Shares shall not, as such holders, have any right to
acquire, purchase or subscribe for any Shares or securities of the Trust that
the Trust may hereafter issue or sell, or have any preference, preemptive,
appraisal, conversion or exchange rights, except as the Trustees may determine
from time to time. Every Shareholder, by virtue of purchasing Shares and
becoming a Shareholder, shall be held to have expressly assented and agreed to
the terms of this Declaration and shall be bound thereby.

         Section 4.4. Ownership and Transfer of Shares; Small Accounts. (a) The
ownership and transfer of Shares shall be recorded on the books of the Trust or,
if there is a transfer or similar agent with respect to such Shares, on the
books and records of such transfer or similar agent with respect to such Shares,
which records shall be maintained separately for each Series and Class of the
Trust. No certificates representing the ownership of Shares shall be issued
except as the Trustees may otherwise determine from time to time. The Trustees
may make such rules or impose such restrictions as they consider necessary or
appropriate for the issuance of Share certificates, transfer of Shares and
similar matters. The record books of the Trust, as kept by the Trust or any
transfer or similar agent of the Trust, shall be conclusive as to the identities
of the holders of Shares and as to the number of Shares held from time to time
by each Shareholder. No Shareholder shall be entitled to receive any payment of
a dividend or distribution, or to have notice given to such Shareholder as
provided herein or in the By-Laws, until the Shareholder has provided such
information as shall be required to the Trust or, as applicable, the Trust's
transfer or similar agent with respect to the Shareholder's Shares.

         (b) In the event any certificates representing Outstanding Shares are
at any time outstanding, the Trustees may at any time or from time to time
determine that Shares shall no longer be represented by certificates, and in
connection therewith, upon written notice to any Shareholder holding
certificates representing Outstanding Shares, such certificates shall be
cancelled, provided that such cancellation shall not affect the ownership by
such Shareholder of such Shares, and following such cancellation, ownership and
transfer of such Shares shall be recorded by book entry on the books of the
Trust or its transfer or similar agent.

         (c) The Trustees may establish, from time to time, one or more minimum
investment amounts for Shareholder accounts, which may differ within and among
any Class or any Series, and may impose account fees on (which may be satisfied
by involuntarily redeeming the requisite number of Shares in any such account in
the amount of such fee), and/or require the involuntary redemption of Shares
held in, those accounts the net asset value of which for any reason falls below
such established minimum investment amounts, or may authorize the Trust to
convert any such Shares in such account to Shares of another Class of the same
or a different Series, or take any other such action with respect to minimum
investment amounts as may be deemed necessary or appropriate by the Trustees, in
each case upon such terms as shall be established by the Trustees.

         Section 4.5. Voting by Shareholders. (a) Shareholders shall not have
the power to vote on any matter except: (i) for the election or removal of
Trustees to the extent and as provided in Article V hereof, and (ii) with
respect to such additional matters relating to the Trust as may be required by
law or as the Trustees may consider and determine necessary or desirable. All
other matters shall be reserved to the Trustees, except as otherwise prohibited
or required by the 1940 Act.

         (b) Each whole Share shall entitle the holder thereof to one vote as to
any matter in which the holder in entitled to vote, and each fractional Share
shall entitle the holder thereof to a proportionate fractional vote as to any
matter in which the holder is entitled to vote. There shall be no cumulative
voting in the election of Trustees or on any other matter submitted to a vote of
the Shareholders. Shares may be voted in person or by proxy. Until Shares of the
Trust, any Series or any Class are issued, the Trustees may exercise all rights
of Shareholders of the Trust, such Series or such Class and may take any action
required or permitted by law, this Declaration or the By-Laws of the Trust to be
taken by Shareholders of the Trust, such Series or such Class.

         (c) On any matter submitted to a vote of the Shareholders of the Trust,
all Shares of all Series or all Classes then entitled to vote shall be voted
together, except that (i) when required by the 1940 Act to be voted by an
individual Series or Class, Shares shall be voted by an individual Series or
Class, and (ii) when the Trustees have determined that the matter affects only
the interests of Shareholders of one or more Series, Classes, only Shareholders
of such one or more Series or Classes shall be entitled to vote thereon.

         Section 4.6. Meetings. Meetings of the Shareholders of the Trust or of
any one or more Series or Classes may be called and held from time to time for
the purpose of taking action upon any matter requiring the vote or authority of
the Shareholders as herein provided or upon any other matter deemed by the
Trustees to be necessary or desirable. The Trustees may set in the By-Laws
provisions relating to the calling and holding of meetings (including the
holding of meetings by electronic or other similar means), notice of meetings,
record dates, place of meetings, conduct of meetings, voting by proxy,
postponement or adjournment of meetings and related matters.

         Section 4.7. Quorum and Action. (a) The Trustees shall set forth in the
By-Laws the quorum required for the transaction of business by the Shareholders
at a meeting, which quorum shall in no event be less than the holders of thirty
percent (30%) of the Shares entitled to vote at such meeting. If a quorum is
present when a duly called and held meeting is convened, the Shareholders
present may continue to transact business until adjournment, even if the
subsequent withdrawal of Shareholders initially present leaves less than the
proportion or number otherwise required for a quorum.

         (b) The Shareholders shall take action by the affirmative vote of the
holders of Shares representing a majority, except in the case of the election of
Trustees which shall only require a plurality, of votes cast at a meeting of
Shareholders at which a quorum is present, except as may be otherwise required
by applicable law or any provision of this Declaration or the By-Laws.

         Section 4.8. Action by Written Consent in Lieu of Meeting of
Shareholders. Any action required or permitted to be taken at a meeting of the
Shareholders may be taken, if so directed by the Trustees, without a meeting by
written action executed by Shareholders, as of a record date specified in
accordance with the By-Laws, holding not less than the minimum number of Shares
that would have been necessary to take the action at a meeting, assuming that
all of the Shareholders entitled to vote on that action were present and voting
at that meeting. The written action shall be effective when it has been executed
by the requisite number of Shareholders and delivered to the Secretary of the
Trust, unless a different effective time is provided in the written action. Such
a consent may be executed and delivered by electronic means in accordance with
any procedures that may be adopted by the Trustees from time to time.

         Section 4.9.  Classes of Shares and Series.
         (a) The Trustees may, without Shareholder approval, from time to time
authorize the division of Shares of the Trust or of a Series into two or more
additional Classes. The relative rights, preferences, privileges, limitations,
restrictions and other relative terms of a Class shall be established and
designated by the Trustees and may be modified by the Trustees from time to
time. All Shares of a Class shall be identical with each other and with the
Shares of each other Class except for such variations between Classes as may be
authorized by the Trustees from time to time, and as are not prohibited by the
1940 Act, including, without limitation, variations as to qualifications for
ownership, minimum purchase amounts, minimum account size, purchase price, fees
and expenses, right of redemption, and the price, terms and manner of
redemption, conversion and exchange rights and special and relative rights,
including, without limitation, those pertaining to dividends and liquidation
preferences. The number of authorized Shares of each Class and the number of
Shares of each Class that may be issued shall be unlimited. The Trustees may
divide or combine the issued Shares of any Class into a greater or lesser
number; classify or reclassify any issued Shares of any Class [of a Series] into
one or more Classes; combine two or more Classes [of a Series] into a single
Class; terminate any one or more Classes of Shares; change the name or other
designation of a Class; and take such other action with respect to the Classes
as the Trustees may deem desirable. To the extent necessary or appropriate to
give effect to the preferences and special or relative rights and privileges or
expenses or liabilities of any Classes, the Trustees may allocate assets,
liabilities, income and expenses of the Trust to a particular Class or apportion
the same among two or more Classes. All references to Shares in this Declaration
shall be deemed to include references to Shares of any or all Classes as the
context may require.

         The establishment and designation of any Class of Shares shall be made
either by the vote of a majority of the Trustees or upon the execution by a
majority of the Trustees of an instrument, in each case setting forth such
establishment and designation, the effective date of such establishment and
establishment and designation and the relative rights, preferences, privileges,
limitations, restrictions and other relative terms of such Class, whether
directly in such resolution or instrument or by reference to one or more
documents or instruments outside this Declaration and outside the resolutions,
as the same may be in effect from time to time, including any Prospectus
relating to such Class. Consistent with the foregoing, any addition,
modification, division, combination, classification, reclassification,
combination, termination, change of name or such other action with respect to
any Class shall be made in the same manner as any such establishment and
designation of any Class shall be made. Any such instrument executed by a
majority of the Trustees, or, with respect to an establishment and designation
made by vote of the Trustees, an instrument setting forth such resolutions and
certified by either the Secretary or an Assistant Secretary of the Trust (in
each case, a "Designation"), shall further be filed in accordance with the
provisions of Section 11.2 hereof. Additions or modifications to a Designation,
including, without limitation any termination of an existing Class, shall made
in the same manner as is permitted for the establishment and designation of such
Class.

         (b) The Trustees may, without Shareholder approval, from time to time
authorize the division of Shares of the Trust into two or more additional Series
or the establishment of one or more Series of this Trust by amending this
Declaration. The Trustees may, without Shareholder approval, from time to time
authorize the division of Shares of a Series into two or more Classes, with such
Classes being subject to and with the benefit of Section 4.9(a) of this
Declaration. The relative rights, preferences, privileges, limitations,
restrictions and other relative terms of a Series shall be established and
designated by the Trustees and may be modified by the Trustees from time to
time. All Shares of a Series shall be identical with each other and with the
Shares of each other Series, except for such variations between Series as may be
authorized by the Trustees from time to time, as are not prohibited by the 1940
Act, including, without limitation, as to qualifications for ownership, minimum
purchase amounts, minimum account size, purchase price, fees and expenses, right
of redemption, and the price, terms and manner of redemption, conversion and
exchange rights and special and relative rights, including, without limitation,
those pertaining to dividends and liquidation preferences. The number of
authorized Shares of each Series and the number of Shares of each Series that
may be issued shall be unlimited. The Trustees may divide or combine the issued
Shares of any Series into a greater or lesser number; classify or reclassify any
issued Shares of any Series into one or more Series; combine two or more Series
into a single Series; terminate any one or more Series of Shares; change the
name or other designation of a Series; and take such other action with respect
to the Series as the Trustees may deem desirable; the foregoing may be
accomplished without the consent of the Shareholders, by amending this
Declaration. To the extent necessary or appropriate to give effect to the
preferences and special or relative rights and privileges or expenses or
liabilities of any Series, the Trustees may allocate assets, liabilities, income
and expenses of the Trust to a particular Series or apportion the same among two
or more Series. All references to Shares in this Declaration shall be deemed to
include references to Shares of any or all Series or Classes as the context may
require.

         The establishment and designation of any Series of Shares shall be made
either by the vote of a majority of the Trustees or upon the execution by a
majority of the Trustees of an instrument, in each case setting forth such
establishment and designation, the effective date of such establishment and
establishment and designation and the relative rights, preferences, privileges,
limitations, restrictions and other relative terms of such Series, whether
directly in such resolution or instrument or by reference to one or more
documents or instruments outside this Declaration and outside the resolutions,
as the same may be in effect from time to time, including any Prospectus
relating to such Series. Consistent with the foregoing, any addition,
modification, division, combination, classification, reclassification,
combination, termination, change of name or such other action shall be made in
the same manner as any such establishment and designation shall be made. Any
such instrument executed by a majority of the Trustees, or, with respect to an
establishment and designation made by vote of the Trustees, an instrument
setting forth such resolutions and certified by either the Secretary or an
Assistant Secretary of the Trust (in each case, a "Designation"), shall further
be filed in accordance with the provisions of Section 11.2 hereof. Additions or
modifications to a Designation, including, without limitation any termination of
an existing Series, shall be made in the same manner as is permitted for the
establishment and designation of such Series.

         Section 4.10. Disclosure of Shareholder Holdings. The holders of Shares
or other securities of the Trust shall upon demand disclose to the Trust in
writing such information with respect to direct and indirect ownership of Shares
or other securities of the Trust as the Trustees deem necessary to comply with
the provisions of the Code; to comply with the requirements of any other law or
regulation; or as the Trustees may otherwise decide, and ownership of Shares may
be disclosed by the Trust if so required by applicable law or as the Trustees
may otherwise decide.

         Section 4.11. Access to Trust Records. Except to the extent otherwise
required by law, Shareholders shall only have such right to inspect the records,
documents, accounts and books of the Trust as may be granted from time to time
by the Trustees.

         Section 4.12. Communications with Shareholders. Any notices, reports,
statements, or communications with Shareholders of any kind required under this
Declaration, including any such communications with Shareholders or their
counsel or other representatives required under Section 9.8 hereof or otherwise
made by the Trust or its agents on behalf of the Trust shall be governed by the
provisions pertaining thereto in the By-Laws.

                                    ARTICLE V

                                  THE TRUSTEES

         Section 5.1. Management of the Trust. The business and affairs of the
Trust shall be managed under the direction of the Trustees, and they shall have
all powers necessary and desirable to carry out that responsibility, including,
without limitation, those powers described more fully in Article VI hereof.
Except as specifically provided by law, including, without limitation, the 1940
Act, or as provided in this Declaration to the contrary, all powers are reserved
to the Trustees.

         Section 5.2. Qualification and Number. Each Trustee shall be a natural
person. A Trustee need not be a citizen of the United States or a resident of
the Commonwealth of Massachusetts. By a majority vote or consent of the Trustees
as may then be in office, the Trustees may from time to time establish the
number of Trustees. No decrease in the number of Trustees shall have the effect
of removing any Trustee from office prior to the expiration of his term, but the
number of Trustees may be decreased in conjunction with the removal of a Trustee
pursuant to Section 5.4 hereof.

         Section 5.3. Term and Election. Except as provided in Section 5.4
below, each Trustee shall hold office until the next meeting of Shareholders
called for the purpose of considering the election or re-election of such
Trustee or of a successor to such Trustee, and until his successor, if any, is
elected, qualified and serving as a Trustee hereunder. Any Trustee vacancy may
be filled by the affirmative vote or consent of a majority of the Trustees then
in office, except as prohibited by the 1940 Act, and in any event shall be
filled in accordance with the 1940 Act. If for any reason there are no Trustees
then in office, vacancies may be filled by the officers of the Trust elected
pursuant to Section 6.2(b)(iii) hereof, or may be filled in any other manner
permitted by the 1940 Act.

         Section 5.4. Resignation, Retirement and Removal. Any Trustee may
resign or retire as a Trustee by an instrument in writing signed by him and
delivered or mailed to the Chair, if any, the President or the Secretary, and
such resignation or retirement shall be effective upon such delivery, or at a
later date according to the terms of the instrument. The Trustees may adopt
policies from time to time relating to the terms of office and or retirement of
the Trustees. Any Trustee who has who has become incapacitated by illness or
injury as determined by a majority of the other Trustees or declared incompetent
by a court of appropriate jurisdiction, may be retired by written instrument
signed by a majority of the other Trustees. Except as aforesaid, any Trustee may
be removed from office, for cause or without cause, only (i) by action of at
least two-thirds (2/3) of the voting power of the Outstanding Shares, or (ii) by
the action of at least two-thirds (2/3) of the remaining Trustees, specifying
the date when such removal shall become effective. Except to the extent
expressly provided in a written agreement to which the Trust is a party or in a
written policy adopted by the Trustees, no resigning or removed Trustee shall
have any right to any compensation for any period following his resignation or
removal, or any right to damages on account of such resignation or removal.

         Section 5.5. Vacancies. The death, resignation, retirement, removal, or
incapacity of one or more of the Trustees, or all of them, shall not operate to
annul the Trust or to revoke any existing agency created pursuant to the terms
of this Declaration. Whenever a vacancy in the number of Trustees shall occur,
until such vacancy is filled as provided herein, or the number of Trustees as
fixed is reduced, the Trustees in office, regardless of their number, shall have
all the powers granted to the Trustees, and during the period during which any
such vacancy shall occur, only the Trustees then in office shall be counted for
the purposes of the existence of a quorum or any action to be taken by such
Trustees.

         Section 5.6. Ownership of Assets of the Trust. 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 right, title and interest in the assets of the Trust shall at all
times be considered as automatically vested in the Trustees as shall be from
time to time in office. Upon the resignation, retirement, removal, incapacity or
death of a Trustee, such Trustee shall automatically cease to have any right,
title or interest in any of the Trust property, and the right, title and
interest of such Trustee in the Trust property shall vest automatically in the
remaining Trustees. Such vesting and cessation of title shall be effective
without the execution or delivery of any conveyance or other instrument. No
Shareholder shall be deemed to have a severable ownership in any individual
asset of the Trust or any right of partition or possession thereof.

                                   ARTICLE VI

                               POWERS OF TRUSTEES

         Section 6.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust but
with full powers of delegation, except as may otherwise be expressly prohibited
by this Declaration. The Trustees shall have the power to direct the business
and affairs of the Trust and carry on the Trust's operations and maintain
offices both within and outside the Commonwealth of Massachusetts, and to do or
authorize all such other things and execute or authorize the execution of all
such instruments as they deem necessary, proper or desirable in order to promote
the interests of the Trust. With respect to any power or authority of the
Trustees hereunder, whether stated or implied, the Trustees shall have all
further powers and authority as may be necessary, incidental, relative,
conducive, appropriate or desirable for the accomplishment, carrying out or
attainment of any action authorized by the Trustees. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
power to the Trustees. Without limiting the foregoing, the Trustees shall have
power and authority to operate and carry on the business of an investment
company and the Trustees shall exercise all the powers as are necessary,
convenient, appropriate, incidental or customary in connection therewith and may
exercise all powers which are ordinarily exercised by the trustees of a business
trust. The enumeration of any specific power herein shall not be construed as
limiting the aforesaid general powers. Such powers of the Trustees may be
exercised without order of or resort to any court. Whenever in this Declaration
the Trustees are given authority to act on behalf of the Trust or to direct,
authorize or cause the Trust to take any action, such power and authority shall
apply, mutatis mutandis, to any action of the Trust on behalf of any Series or
Class, or otherwise.

         Section 6.2. Certain Specific Powers (a) Investments. The Trustees
shall not in any way be bound or limited by present or future laws, rules,
regulations, or customs in regard to investments by fiduciaries, but shall have
full authority and power to authorize the Trust to make, invest and reinvest in,
to buy or otherwise acquire, to hold, for investment or otherwise, to borrow, to
sell, terminate, exercise or otherwise dispose of, to lend or to pledge, to
write, enter into, engage, trade or deal in any and all investments or
investment strategies as they may deem proper at any time and from time to time
to accomplish the purpose of the Trust. In furtherance of, and in no way
limiting, the foregoing, the Trustees shall have power and authority to
authorize the Trust:

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

                  (ii) to hold any security or property in a form not indicating
         any trust, whether in bearer, unregistered or other negotiable form or
         either in the Trust's name or in the name of a custodian or a nominee
         or nominees;

                  (iii) to exercise all rights, powers and privileges of
         ownership or interest in all securities and other assets included in
         the Trust Property, including the right to vote thereon and otherwise
         act with respect thereto and to do all acts for the preservation,
         protection, improvement and enhancement in value of all such assets;

                  (iv) to acquire (by purchase, lease or otherwise) and to hold,
         use, maintain, develop and dispose of (by sale or otherwise) any
         property, real or personal, tangible or intangible, including cash,
         securities, currencies, any commodities, and any interest therein;

                  (v) to borrow money for any purpose and in this connection
         issue notes or other evidence of indebtedness;

                  (vi) to secure borrowings by mortgaging, pledging or otherwise
         subjecting as security all or any portion of the Trust Property;

                  (vii) to endorse, guarantee, or undertake the performance of
         any obligation or engagement of any other Person;

                  (viii) to lend money or any other Trust Property;

                  (ix) to aid by further investment any corporation, company,
         trust, association or other entity, any obligation of or interest in
         which is included in the Trust Property or in the affairs of which the
         Trustees have any direct or indirect interest;

                  (x) to do all acts and things designed to protect, preserve,
         improve or enhance the value of such obligation or interest described
         in subsection (ix) immediately above;

                  (xi) to guarantee or become surety on any or all of the
         contracts, stocks, bonds, notes, debentures and other obligations of
         any such corporation, company, trust, association or other entity;

                  (xii) to consent to or participate in any plan for the
         reorganization, consolidation or merger of any corporation or issuer,
         any security or property of which is held in the Trust;

                  (xiii) to consent to any contract, lease, mortgage, purchase,
         or sale of property by such corporation or issuer;

                  (xiv) to pay calls or subscriptions with respect to any
         security held in the Trust; and

                  (xv) to join with other security holders in acting through a
         committee, depositary, voting trustee or otherwise, and in that
         connection to deposit any security 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.

         (b) Additional Powers. The Trustees shall have the power and authority
on behalf of the Trust:

                  (i) to employ, engage or contract with, or make payments to,
         such Persons as the Trustees may deem desirable for the transaction of
         the business of the Trust, including, without limitation, any Trustee
         or officer of the Trust or any firm or entity of which any such Trustee
         or officer is a member, whether as agents or independent contractors of
         the Trust, or as delegates of the Trustees, officers, or any other
         Person who may be involved with the management of the business affairs
         of the Trust, to have such titles, and such rights, powers and duties
         as the Trustees may determine from time to time, and to terminate any
         such employment, engagement or contract or other relationship;

                  (ii) to authorize the Trust to enter into joint ventures,
         partnerships and any other combinations or associations;

                  (iii) to elect and remove such officers as they consider
         appropriate;

                  (iv) to authorize the Trust to indemnify any person with whom
         the Trust has dealings, including, without limitation, any investment
         adviser or sub-adviser, distributor, administrator or
         sub-administrator, custodian or sub-custodian, transfer agent or
         sub-transfer agent and selected dealers, to such extent as the Trustees
         shall determine;

                  (v) to authorize the Trust to purchase, and pay for out of
         Trust Property, (A) insurance policies insuring the Shareholders,
         Trustees, officers, employees and any other Persons, including, without
         limitation, any agents, investment advisers, distributors,
         administrators, selected dealers or independent contractors of the
         Trust, against any or all claims arising by reason of holding any such
         position or by reason of any action taken or omitted by any such Person
         in such capacity whether or not the Trust would have the power to
         indemnify such Person against such liability, (B) insurance for the
         protection of Trust Property, (C) insurance as may be required by
         applicable law, or (D) such other insurance as the Trustees shall deem
         advisable, in each case as the Trustees shall determine;

                  (vi) to authorize the Trust to establish pension,
         profit-sharing, share purchase, and other retirement, incentive and
         benefit plans, including the purchasing of life insurance and annuity
         contracts as a means of providing such retirement and other benefits,
         for any Trustees, officers, employees and agents of the Trust;

                  (vii) to authorize the Trust to guarantee indebtedness or
         contractual obligations of others;

                  (viii) to determine and change the fiscal year of the Trust
         and the method by which its accounts shall be kept;

                  (ix) to adopt a seal for the Trust, but the absence of such
         seal shall not impair the validity of any instrument executed on behalf
         of the Trust; and

                  (x) to engage in any other lawful act or activity in
         connection with or incidental to any of the powers enumerated in this
         Declaration, 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 herein 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.

         (c) The foregoing enumeration of the powers and authority of the
Trustees shall be read as broadly and liberally as possible, it being the intent
of the foregoing in no way to limit the Trustees' powers and authority.

         Section 6.3. Issuance and Repurchase of Shares. The Trustees shall have
the power to authorize the Trust and any Series to issue, sell, repurchase,
redeem, retire, cancel, acquire, hold, resell, reissue, dispose of, transfer,
and otherwise deal in Shares and in any options, warrants or other rights to
purchase Shares or any other interests in the Trust or any Series other than
Shares.

         Section 6.4. Delegation; Committees. The Trustees shall have power to
delegate from time to time to one or more of their number or to officers,
employees or agents of the Trust the doing of such things and the execution of
such instruments either in the name of the Trust or the names of the Trustees or
otherwise as the Trustees may deem expedient, except to the extent such
delegation is prohibited by the 1940 Act.

         Without limiting the foregoing, and notwithstanding any provisions
herein to the contrary, the Trustees may by resolution appoint committees
consisting of one or more, or the whole number of, Trustees then in office and
such other members as the Trustees shall approve, which committees may be
empowered to act for and bind the Trustees and the Trust, as if the acts of such
committees were the acts of all the Trustees then in office.

         Section 6.5. Collection and Payment. The Trustees shall have the power
to authorize the Trust or its agents to: collect all money or other property due
to the Trust; to pay all claims, including taxes, against the Trust Property; to
prosecute, defend, arbitrate, compromise or abandon any claims relating to the
Trust Property; to foreclose any security interest securing any obligations, by
virtue of which any money or other property is owed to the Trust; and to enter
into releases, agreements and other instruments; but the Trustees shall have no
liability for failing to authorize the Trust to do any of the foregoing.

         Section 6.6. Expenses. The Trustees shall have the power to authorize
the Trust to incur and pay any expenses which, in the opinion of the Trustees,
are necessary or incidental to carry out any of the purposes of this
Declaration, to pay compensation from the funds of the Trust to themselves as
Trustees and to reimburse themselves from the funds of the Trust for their
expenses and disbursements. The Trustees shall fix the compensation of all
officers, employees and Trustees.

         Section 6.7. Manner of Acting. Except as otherwise provided herein,
under applicable law or in the By-Laws, any action to be taken or determination
made by the Trustees may be taken or made by a majority of the Trustees present
at a meeting of Trustees (a quorum being present), including any meeting held by
means of a conference telephone circuit or similar or other communications
equipment by means of which all persons participating in the meeting can hear
each other, or by written consents of a majority of Trustees then in office. Any
such action or determination may be made by reference to one or more documents
or instruments or policies or procedures outside this Declaration and outside
the resolutions of the Trustees. Except as set forth specifically in this
Declaration or as provided in the 1940 Act, any action that may be taken by the
Trustees may be taken by them in their sole discretion and without the vote or
consent of Shareholders.

         Section 6.8. By-Laws. The Trustees may adopt By-Laws not inconsistent
with this Declaration to provide for the conduct of the business of the Trust
and shall have the exclusive power to amend or repeal such By-Laws.

         Section 6.9. Principal Transactions. Except in transactions not
permitted by the 1940 Act, the Trustees may authorize the Trust to buy any
securities or other assets from or sell or lend any securities or other assets
of the Trust to, any affiliate of the Trust or any account managed by an
affiliate of the Trust, any Trustee or officer of the Trust or any firm or
entity of which any such Trustee or officer is a member acting as principal, or
have any such dealings with any investment adviser (or sub-adviser),
distributor, administrator (or sub-administrator), custodian (or sub-custodian),
transfer agent or (sub-transfer agent) or affiliate of the Trust or any account
managed by an affiliate of the Trust.

         Section 6.10. Effect of Trustees' Determination. Any action taken or
determination made by or pursuant to the direction of the Trustees in good faith
and consistent with the provisions of this Declaration shall be final and
conclusive and shall be binding upon the Trust, every holder at any time of
Shares and any other Person.

                                   ARTICLE VII

                                SERVICE PROVIDERS

         Section 7.1. Investment Adviser and Administrator. The Trust may enter
into contracts with one or more Persons, to act as investment adviser,
investment sub-adviser, manager, administrator, sub-administrator or other
agent, and as such to perform such functions as the Trustees may deem reasonable
and proper, including, without limitation, investment advisory, management,
research, valuation of assets, clerical and administrative functions, under such
terms and conditions, and for such compensation, as the Trustees may deem
advisable. The Trustees may also authorize any adviser or sub-adviser to employ
one or more sub-advisers from time to time and any administrator to employ one
or more sub-administrators from time to time, upon such terms and conditions as
shall be approved by the Trustees.

         Section 7.2. Underwriter; Transfer Agent; Shareholder Servicing Agent;
Custodian. The Trust may enter into a contract or contracts with one or more
Persons to act as underwriters, distributors or placement agents whereby the
Trust may either agree to sell Shares of the Trust or any Series or Class to the
other party or parties to the contract or appoint such other party or parties
its sales agent or agents for such Shares and with such other provisions as the
Trustees may deem reasonable and proper, and the Trust may from time to time
enter into transfer agency, sub-transfer agency and/or shareholder servicing
contract(s), in each case with such terms and conditions, and providing for such
compensation, as the Trustees may deem advisable.

         All securities and cash of the Trust shall be held pursuant to a
written contract or contracts with one or more custodians and subcustodians or
shall otherwise be held in accordance with the 1940 Act.

         Section 7.3. Parties to Contract. Any contract of the character
described in this Article VII may be entered into with any Person, including,
without limitation, the investment adviser, any investment sub-adviser or an
affiliate of the investment adviser or sub-adviser, although one or more of the
Trustees, officers, or Shareholders of the Trust may be an officer, director,
trustee, shareholder, or member of such other party to the contract, or
otherwise interested in such contract, and no such contract shall be invalidated
or rendered voidable by reason of the existence of any such relationship, nor
shall any Person holding such relationship be liable merely by reason of such
relationship for any loss or expense to the Trust under or by reason of said
contract or accountable for any profit realized directly or indirectly
therefrom, provided that the contract when entered into was not inconsistent
with the provisions of this Article VII or the By-Laws. The same Person may be a
party to more than one contract entered into pursuant to this Article VII and
any individual may be financially interested or otherwise affiliated with
Persons who are parties to any or all of the contracts mentioned in this Article
VII.

         Section 7.4. Further Authority of Trustees. The authority of the
Trustees hereunder to authorize the Trust to enter into contracts or other
agreements or arrangements shall include the authority of the Trustees to
modify, amend, waive any provision of, supplement, assign all or a portion of,
novate, or terminate such contracts, agreements or arrangements. The enumeration
of any specific contracts in this Article VII shall in no way be deemed to limit
the power and authority of the Trustees as set forth in Section 6.2 hereof to
authorize the Trust to employ, contract with or make payments to such Persons as
the Trustees may deem desirable for the transaction of the business of the
Trust.

                                  ARTICLE VIII

          DISTRIBUTIONS; REDEMPTIONS; DETERMINATION OF NET ASSET VALUE

         Section 8.1. Distributions. The Trustees may from time to time declare
and authorize the payment of, or may prescribe and set forth in a duly adopted
vote or votes of the Trustees, the bases and time or frequency, which may be
monthly or otherwise, for the declaration and payment of, such dividends and
distributions on Shares of a particular Series or Class as they may deem
necessary or desirable, after providing for actual and accrued expenses and
liabilities (including such reserves as the Trustees may establish) determined
in accordance with good accounting practices. All dividends and distributions on
Shares of a particular Series or Class shall be distributed pro rata to the
Shareholders of that Series or Class in proportion to the number of Shares of
that Series or Class held by such Shareholders at the date and time of record
for the payment of such dividends or distributions, subject to any variations
with respect to Series or Classes of Shares, if any, and in a manner consistent
with the 1940 Act and about the Code. Such distributions may be paid in cash
and/or in securities or other property, and the composition of any such
distribution shall be determined by the Trustees and may be different among
Shareholders (including differences among Shareholders in the same Series or
Class).

         Section 8.2. Redemption of Shares. All shares of the Trust shall be
redeemable, at the redemption price determined in the manner set out in this
Declaration. The Trust shall redeem the Shares of the Trust or any Series or
Class thereof at the price determined as hereinafter set forth, at such offices
or agencies and in accordance with such conditions, not inconsistent with the
1940 Act, regarding the redemption of Shares as may be described in the
applicable Prospectus.

         Section 8.3. Redemption Price. Shares of each Series and Class shall be
redeemed at their net asset value determined as set forth in Section 8.7 hereof
as of such time as the Trustees shall have theretofore prescribed, less such
fees and/or charges, if any, as may be established by the Trustees from time to
time.

         Section 8.4. Payment. Payment of the redemption price of Shares of any
Series or Class shall be made in cash or in property or any combination thereof,
and the composition of any such payment may be different among Shareholders
(including differences among Shareholders in the same Series or Class), at such
time and in the manner as may be specified from time to time in the applicable
Prospectus. In no event shall the Trust be liable for any delay of any other
person in transferring securities or other property selected for delivery as all
or part of any such payment.

         Section 8.5. Redemption of Shareholder's Interest By Action of Trust.
Subject to the provisions of the 1940 Act, the Trust may redeem some or all of
the Shares of the Trust or one or more Series or Classes held by any Shareholder
for any reason and under terms set by the Trustees, including by way of
illustration, for the following reasons:

         (a) the value of such Shares held by such Shareholder being less than
         the minimum investment amount established from time to time by the
         Trustees;

         (b) the determination that direct or indirect ownership of Shares by
         any Person has become concentrated in such Shareholder to any extent
         that would disqualify the Trust as a regulated investment company under
         the Code;

         (c) the failure of a Shareholder to supply a tax identification number
         or other identification information, or if the Trust is unable to
         verify a Shareholder's identity,

         (d) the failure of a Shareholder to pay when due for the purchase of
         Shares issued to such Shareholder;

         (e) the failure of a Shareholder to meet or maintain the qualifications
         for ownership of a particular Series or Class;

         (f) the payment of account fees or other charges, expenses and/or fees
         as set by the Trustees, including without limitation any minimum
         investment account fees permitted by Section 4.4 hereof;

         (g) the determination that ownership of Shares by a particular
         Shareholder is not in the best interests of the remaining Shareholders
         of the Trust or applicable Series or Class;

         (h) the failure of a holder of Shares or other securities of the Trust
         to comply with a demand pursuant to Section 4.10 hereof;

         (i) in connection with the termination of any Series or Class; or

         (j) when the Trust is requested or compelled to do so by governmental
         authority or applicable law.

         Section 8.6. Suspension of Right of Redemption. Notwithstanding the
foregoing, the Trust may postpone payment of the redemption price and may
suspend the right of the holders of Shares to require the Trust to redeem Shares
to the extent permissible under the 1940 Act.

         Section 8.7. Determination of Net Asset Value; Valuation of Portfolio
Assets. The Trustees may from time to time prescribe such bases and times for
determining the per Share net asset value of the Shares of the Trust or any
Series or Class thereof and may prescribe or approve the procedures and methods
for determining the value of portfolio assets as they may deem necessary or
desirable.

         The Trust may suspend the determination of net asset value during any
period when it may suspend the right of the holders of Shares to require the
Trust to redeem Shares.

         Section 8.8. Constant Net Asset Value. If the Trust holds itself out as
a money market or stable value fund, the Trustees shall have the power to reduce
the number of Outstanding Shares of the Trust by reducing the number of Shares
in the account of each Shareholder on a pro rata basis, or to take such other
measures as are not prohibited by the 1940 Act, so as to maintain the net asset
value per share of the Trust at a constant dollar amount.

         Section 8.9 Reserves. The Trustees may set apart, from time to time,
out of any funds of the Trust or funds allocable to a Series or Class thereof, a
reserve or reserves for any proper purpose, and may abolish any such reserve.

         Section 8.10. Determination by Trustees. The Trustees may make any
determinations they deem necessary with respect to the provisions of this
Article VIII, including, but not limited to, the following matters: the amount
of the assets, obligations, liabilities and expenses of the Trust; the amount of
the net income of the Trust from dividends, capital gains, interest or other
sources for any period and the amount of assets at any time legally available
for the payment of dividends or distributions; which items are to be treated as
income and which as capital; the amount, purpose, time of creation, increase or
decrease, alteration or cancellation of any reserves or charges and the
propriety thereof (whether or not any obligation or liability for which such
reserves or charges were created shall have been paid or discharged); the market
value, or any other price to be applied in determining the market value, or the
fair value, of any security or other asset owned or held by the Trust; the
number of Shares of the Trust issued or issuable; the net asset value per Share;
and any of the foregoing matters as it may pertain to any Series or Class.

                                   ARTICLE IX

                   LIMITATION OF LIABILITY AND INDEMNIFICATION

         Section 9.1. No Personal Liability of and Indemnification of
Shareholders. No personal liability for any debt, liability or obligation or
expense incurred by, contracted for, or otherwise existing with respect to, the
Trust or any Series or Class shall attach to any Shareholder or former
Shareholder of the Trust. In case any Shareholder or former Shareholder of the
Trust 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 his 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 assets of the Trust to be held harmless from and indemnified against all
loss and expense arising from such liability; provided, however, there shall be
no liability or obligation of the Trust arising hereunder to reimburse any
Shareholder for taxes paid by reason of such Shareholder's ownership of any
Shares or for losses suffered by reason of any changes in value of any Trust
assets. The Trust shall, upon request by the Shareholder or former Shareholder,
assume the defense of any claim made against the Shareholder for any act or
obligation of the Trust and satisfy any judgment thereon.

         Section 9.2. Limitation of Liability of Trustees and Others. (a) No
Liability to Third Parties. No person who is or has been a Trustee, officer, or
employee of the Trust shall be subject to any personal liability whatsoever to
any person, other than the Trust or its Shareholders, in connection with the
affairs of the Trust; and all persons shall look solely to the Trust Property
for satisfaction of claims of any nature arising in connection with the affairs
of the Trust.

         Every note, bond, contract, instrument, certificate, Share or
undertaking and every other act or thing whatsoever executed or done by or on
behalf of the Trust or the Trustees or any of them in connection with the Trust
shall be conclusively deemed to have been executed or done only in or with
respect to their or his or her capacity as Trustees or Trustee and neither such
Trustee or Trustees nor the Shareholders shall be personally liable thereon.

         All persons extending credit to, contracting with or having any claim
against the Trust or a Series shall look only to the assets of the Trust or such
Series for payment under such credit, contract or claim; and neither the
Shareholders nor the Trustees, nor any of the Trust's officers, employees or
agents, whether past, present or future, shall be personally liable therefore.

         (b) Limitation of Liability to Trust and Shareholders. No person who is
or has been a Trustee, officer or employee of the Trust shall be liable to the
Trust or to any Shareholder, Trustee, officer, employee, or agent of the Trust
for any action or failure to act (including without limitation the failure to
compel in any way any former or acting Trustee to redress any breach of trust)
except for his or her own bad faith, willful misfeasance, gross negligence or
reckless disregard of his or her duties involved in the conduct of the
individual's office, and for nothing else and shall not be liable for errors of
judgment or mistakes of fact or law.

         (c) No Liability for Acts of Others. Without limiting the foregoing
limitations of liability contained in this Section 9.2, a Trustee shall not be
responsible for or liable in any event for any neglect or wrongdoing of any
officer, employee, investment adviser, sub-adviser, principal underwriter,
custodian or other agent of the Trust, nor shall any Trustee be responsible or
liable for the act or omission of any other Trustee (or for the failure to
compel in any way any former or acting Trustee to redress any breach of trust),
except in the case of such Trustee's own willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or
her office.

         (d) Notice in Instruments. Every note, bond, contract, instrument,
certificate or undertaking made or issued by the Trustees or by any officers or
officer on behalf of the Trust shall give notice that this Declaration is on
file with the Secretary of State of the Commonwealth of Massachusetts, shall
recite that the same was executed or made by or on behalf of the Trust by them
as Trustees or as officers and not individually and that the obligations of such
instrument are not binding upon any of them or the Shareholders individually but
are binding only upon the assets and property of the Trust, and may contain such
further recitals as they or he or she may deem appropriate, but the omission
thereof shall not operate to bind any Trustees or officers or Shareholders
individually.

         Section 9.3. Experts; No Bond or Surety. The Trustees may rely upon
advice of counsel or other experts with respect to the meaning and operation of
this Declaration and their duties as Trustees hereunder, and shall be under no
liability for any act or omission in accordance with such advice or for failing
to follow such advice. 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 registered public accounting firm and (with respect to the subject
matter of the contract involved) any officer, partner or responsible employee of
any other party to any contract entered into hereunder. The appointment,
designation or identification of a Trustee as chair of the Trustees, a member or
chair of a committee of the Trustees, an expert on any topic or in any area
(including an audit committee financial expert), or the lead independent
Trustee, or any other special appointment, designation or identification of a
Trustee, shall not impose on that person any standard of care or liability that
is greater than that imposed on that person as a Trustee in the absence of the
appointment, designation or identification, and no Trustee who has special
skills or expertise, or is appointed, designated or identified as aforesaid,
shall be held to a higher standard of care by virtue thereof. In addition, no
appointment, designation or identification of a Trustee as aforesaid shall
affect in any way that Trustee's rights or entitlement to indemnification or
advancement of expenses. The Trustees shall not be required to give any bond as
such, nor any surety if a bond is required.

         Section 9.4. Liability of Third Persons Dealing with the Trust or
Trustees. No person dealing with the Trust or the Trustees shall be bound to
make any inquiry concerning the validity of any transaction made or to be made
by the Trust or Trustees or to see to the application of any payments made or
property transferred to the Trust or upon its order.

         Section 9.5. Indemnification and Advancement of Expenses. Subject to
the exceptions and limitations contained in this Section 9.5, every person who
is, or has been, a Trustee, officer, or employee of the Trust, including persons
who serve at the request of the Trust as directors, trustees, officers,
employees or agents of another organization in which the Trust has an interest
as a shareholder, creditor or otherwise (hereinafter referred to as a "Covered
Person"), shall be indemnified by the Trust to the fullest extent permitted by
law against liability and against all expenses reasonably incurred or paid by
him or in connection with any claim, action, suit or proceeding in which he
becomes involved as a party or otherwise by virtue of his being or having been
such a Trustee, director, officer, employee or agent and against amounts paid or
incurred by him in settlement thereof.

         No indemnification shall be provided hereunder to a Covered Person to
the extent such indemnification is prohibited by applicable federal law, as such
rights.

         The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Covered Person may now or hereafter be entitled, shall
continue in favor of a person who has ceased to be such a Covered Person and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

         Subject to applicable federal law, expenses of preparation and
presentation of a defense to any claim, action, suit or proceeding subject to a
claim for indemnification under this Section 9.5 shall be advanced by the Trust
prior to final disposition thereof upon receipt of an undertaking by or on
behalf of the recipient to repay such amount if it is ultimately determined that
he is not entitled to indemnification under this Section 9.5.

         In the event that a determination must be made regarding
indemnification of a Covered Person for conduct not specifically addressed in
this Declaration, or for reasonable basis for anticipating that a Covered Person
will be entitled to indemnification, there shall be a rebuttable presumption
made that the Covered Person shall be entitled to indemnification and has not
engaged in conduct which would disqualify him from indemnification hereunder.

         As used in this Section 9.5, the words "claim," "action," "suit" or
"proceeding" shall apply to all claims, demands, actions, suits, investigations,
regulatory inquiries, proceedings or any other occurrence of a similar nature,
whether actual or threatened and whether civil, criminal, administrative or
other, including appeals, and the words "liability" and "expenses" shall include
without limitation, attorneys' fees, costs, including court costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.

         Section 9.6. Further Indemnification. Nothing contained herein shall
affect any rights to indemnification to which any Covered Person or other Person
may be entitled by contract or otherwise under law or prevent the Trust from
entering into any contract to provide indemnification to any Covered Person or
other Person. Without limiting the foregoing, the Trust may, in connection with
the acquisition of assets subject to liabilities pursuant to Section 4.2 hereof
or a merger or consolidation pursuant to Section 10.2 hereof, assume the
obligation to indemnify any Person including a Covered Person or otherwise
contract to provide such indemnification, and such indemnification shall not be
subject to the terms of this Article IX.

         Section 9.7. Amendments and Modifications. Without limiting the
provisions of Section 11.1(b) hereof, in no event will any amendment,
modification or change to the provisions of this Declaration or the By-Laws
adversely affect in any manner the rights of any Covered Person to (a)
indemnification under Section 9.5 hereof in connection with any proceeding in
which such Covered Person becomes involved as a party or otherwise by virtue of
being or having been a Trustee, officer or employee of the Trust or (b) any
insurance payments under policies maintained by the Trust, in either case with
respect to any act or omission of such Covered Person that occurred or is
alleged to have occurred prior to the time such amendment, modification or
change to this Declaration or the By-Laws.

         Section 9.8. Derivative Actions. (a) The purpose of this Section 9.8 is
to protect the interests of the Trust and its Shareholders by establishing a
process that will permit legitimate inquiries and claims to be made and
considered while avoiding the time, expense, distraction and other harm that can
be caused to the Trust and its Shareholders as a result of spurious shareholder
demands and derivative actions.

         (b) No Shareholder may bring a derivative or similar action or
proceeding in the right of the Trust or any Series or Class to recover a
judgment in its favor (a "derivative action") unless each of the following
conditions is met:

                  (i) Each complaining Shareholder was a Shareholder of the
         Trust and of any Series or Class on behalf of or in the right of which
         the derivative action is proposed to be brought (the "affected Class")
         and of any Series on behalf of or in the right of which the derivative
         action is proposed to be brought (the "affected Series") at the time of
         the action or failure to act complained of, or acquired the Shares
         afterwards by operation of law from a Person who was a Shareholder at
         that time;

                  (ii) Each complaining Shareholder was a Shareholder of the
         Trust and of any affected Class or affected Series at the time the
         demand required by subparagraph (iii) below was made;

                  (iii) Prior to the commencement of such derivative action, the
         complaining Shareholders have made a written demand on the Trustees
         requesting that the Trustees cause the Trust to file the action itself
         on behalf of the Trust, the affected Series or the affected Class (a
         "demand"), which demand (A) shall be executed by or on behalf of no
         less than five complaining Shareholders (of such Series or Class, to
         the extent applicable), each of which shall be unaffiliated and
         unrelated (by blood or by marriage) to any other complaining
         Shareholder executing such written demand and (B) shall include at
         least the following:

                           (1) a detailed description of the action or failure
                  to act complained of, the facts upon which each such
                  allegation is made and the reasonably estimated damages or
                  other relief;

                           (2) a statement to the effect that the complaining
                  Shareholders believe in good faith that they will fairly and
                  adequately represent the interests of similarly situated
                  Shareholders in enforcing the rights of the Trust or the
                  affected Class or the affected Series and an explanation of
                  the reasons why the complaining Shareholders believe that to
                  be the case;

                           (3) a certification that the requirements of
                  sub-paragraphs (i) and (ii) of this paragraph (b) have been
                  met, as well as information reasonably designed to allow the
                  Trustees to verify that certification;

                           (4) a list of all other derivative or class actions
                  in which any of the complaining Shareholders is or was a named
                  plaintiff, the court in which each such action was filed, the
                  date of filing of each such action, the names of all counsel
                  to any plaintiffs in each such action and the outcome or
                  current status of each such action;

                           (5) a certification of the number of Shares of the
                  Trust and each affected Class and each affected Series owned
                  beneficially or of record by each complaining Shareholder at
                  the time set forth in clauses (i), (ii) and (iii) of this
                  subsection (b) and an undertaking that each complaining
                  Shareholder will be a Shareholder of the Trust or the affected
                  Class or the affected Series as of the commencement of and
                  throughout the derivative action and will notify the Trust in
                  writing of any sale, transfer or other disposition by any of
                  the complaining Shareholders of any such Shares within three
                  business days thereafter; and

                           (6) an acknowledgment of the provisions of paragraphs
                  (d) and (e) of this Section 9.8 below;

                  (iv) Shareholders owning Shares representing at least five
         percent (5%) of the voting power of the Trust or the affected Class or
         the affected Series must join in bringing the derivative action; and

                  (v) A copy of the proposed derivative complaint must be served
         on the Trust, assuming the requirements of sub-paragraphs (i) through
         (iv) above have already been met and the derivative action has not been
         barred in accordance with paragraph (c)(1) below.

         (c) Within 90 calendar days after the receipt of a Shareholder demand
submitted in accordance with the requirements above, those Trustees who are
independent for purposes of considering the demand (the "independent Trustees")
will consider, with the assistance of counsel who may be retained by such
Trustees on behalf and at the expense of the Trust, the merits of the claim and
determine whether maintaining a suit would be in the best interests of the Trust
or the affected Class or the affected Series, as applicable. If, during this
90-day period, those independent Trustees conclude that a determination as to
the maintenance of a suit cannot reasonably be made within the 90-day period,
those independent Trustees may extend the 90-day period by a period of time that
the independent Trustees consider will be sufficient to permit them to make such
a determination, not to exceed 60 calendar days from the end of the initial
90-day period (such 90-day period, as may be extended as provided hereunder, the
"review period"). Notice of any such decision to extend the review period shall
be sent in accordance with the provisions of Section 4.12 hereof to the
complaining Shareholders, or, the Shareholders' counsel if represented by
counsel, in writing within five business days of any decision to extend the
period. Trustees who are not deemed to be Interested Persons of the Trust are
deemed independent for all purposes, including for the purpose of approving or
dismissing a derivative action. A Trustee otherwise independent for purposes of
considering the demand shall not be considered not to be independent solely by
virtue of (i) the fact that such Trustee receives remuneration for his service
as a Trustee of the Trust or as a trustee or director of one or more investment
companies with the same or an affiliated investment adviser or underwriter, (ii)
the amount of such remuneration, (iii) the fact that such Trustee was identified
in the demand as a potential defendant or witness, or (iv) the fact that the
Trustee approved the act being challenged in the demand if the act resulted in
no material personal benefit to the Trustee or, if the Trustee is also a
Shareholder, no material personal benefit that is not shared pro rata with other
Shareholders.

                  (1) If the demand has been properly made under paragraph (b)
         of this Section 9.8, and a majority of the independent Trustees have
         considered the merits of the claim and have determined that maintaining
         a suit would not be in the best interests of the Trust or the affected
         Class or the affected Series, as applicable, the demand shall be
         rejected and the complaining Shareholders shall not be permitted to
         maintain a derivative action unless they first sustain the burden of
         proof to the court that the decision of the Trustees not to pursue the
         requested action was not a good faith exercise of their business
         judgment on behalf of the Trust. If upon such consideration a majority
         of the independent Trustees determine that such a suit should be
         maintained, then the appropriate officers of the Trust shall either
         cause the Trust to commence that suit and such suit shall proceed
         directly rather than derivatively, or permit the complaining
         Shareholders to proceed derivatively, provided however that any counsel
         representing the interests of the Trust or the affected Class or the
         affected Series shall be approved by the Trustees in their sole
         discretion. The Trustees, or the appropriate officers of the Trust,
         shall inform the complaining Shareholders of any decision reached under
         this sub-paragraph (1) by sending in accordance with the provisions of
         Section 4.12 hereof written notice to each complaining Shareholder, or
         the Shareholder's counsel, if represented by counsel, within five
         business days of such decision having been reached.

                  (2) If notice of a decision has not been sent to the
         complaining Shareholder or the Shareholder's counsel within the time
         permitted by paragraph (1) above, and sub-paragraphs (i) through (v) of
         paragraph (b) above have been complied with, the complaining
         Shareholders shall not be barred by this Declaration from commencing a
         derivative action.

         (d) A complaining Shareholder whose demand is rejected pursuant to
paragraph (c)(1) above shall be responsible for the costs and expenses
(including attorney fees and court costs) incurred by the Trust in connection
with the Trust's consideration of the demand if a court determines that the
demand was made without reasonable cause or for an improper purpose. A
Shareholder who commences or maintains a derivative action in violation of this
Section 9.8 shall reimburse the Trust for the costs and expenses (including
attorneys' fees and court costs) incurred by the Trust in connection with the
action if the action is dismissed on the basis of the failure to comply with
this Section 9.8. If a court determines that any derivative action has been
brought without reasonable cause or for an improper purpose, the costs and
expenses (including attorneys' fees and court costs) incurred by the Trust in
connection with the action shall be borne by the Shareholders who commenced the
action.

         (e) The Trust shall be responsible for payment of attorneys' fees and
legal expenses incurred by a complaining Shareholder in any circumstances only
if required by law. Any attorneys' fees so incurred by a complaining Shareholder
that the Trust is obligated to pay on the basis of hourly rates shall be
calculated using reasonable hourly rates.

                                    ARTICLE X

                     TERMINATION; MERGERS AND SALE OF ASSETS

         Section 10.1. Termination of Trust, Series or Class. (a) Unless
terminated as provided herein, the Trust shall continue without limitation of
time. The Trust or any Series or Class of the Trust may be terminated at any
time by the Trustees by written notice to the Shareholders of the Trust, such
Series or such Class as the case may be.

         (b) Upon the requisite action of the Trustees to terminate the Trust,
such Series or such Class, after paying or otherwise providing for all charges,
taxes, expenses and liabilities, whether due or accrued or anticipated, as may
be determined by the Trustees, which may include the establishment of a
liquidating trust or similar vehicle, the Trust shall, in accordance with such
procedures as the Trustees consider appropriate, reduce the remaining assets of
the Trust or assets of the Trust allocable to the particular Series or Class
thereof to distributable form in cash or other securities, or any combination
thereof, and distribute the proceeds to the Shareholders of the Shares of the
Trust or such Series or Class in the manner determined by the Trustees, provided
that Shareholders of a particular Series or Class shall be entitled to receive a
pro rata share of the net assets of the Trust allocable to such Series or Class
only. Thereupon, the Trust or the affected Series or Class shall terminate, and
the Trustees and the Trust shall be discharged of any and all further
liabilities and duties relating thereto or arising therefrom, and the right,
title, and interest of all parties with respect to the Trust, such Series, or
such Class shall be canceled and discharged. The Trustees shall file or cause to
be filed any instruments as may be required to be filed with the Commonwealth of
Massachusetts or any other governmental office where such filing may be required
in connection with the termination of the Trust, any Series or any Class
thereof.

         Section 10.2. Sale of Assets; Reorganization; Sale or Transfer of
Assets. The Trust, or any one or more Series of the Trust, may, either as the
successor, survivor or non-survivor, (1) consolidate or merge with one or more
other trusts, series, sub-trusts, partnerships, limited liability companies,
associations, corporations or other entity organized under any jurisdiction, to
form a consolidated or merged trust, series, sub-trust, partnership, limited
liability company, association, corporation or other entity under the laws of
any jurisdiction under the laws of which any one of the constituent entities is
organized or (2) sell, lease, transfer, pledge, exchange, convey or dispose of
all or substantially all of its assets (or all or substantially all of the
assets allocated to the trust such Series) including its good will, to any one
or more business trusts or other business entities or series or classes thereof
upon such terms and conditions and for such consideration (which may include the
assumption of some or all of the outstanding obligations and liabilities,
accrued or contingent, whether known or unknown, of the Trust or such Series),
to one or more other trusts, series, sub-trusts, partnerships, limited liability
companies, associations, corporations or other entities organized under any
jurisdiction, or have one or more such trusts, series, sub-trusts, partnerships,
limited liability companies, associations, corporations or other entities
transfer all or a substantial portion of its assets to it, any such
consolidation, merger or transfer to be upon such terms and conditions as are
specified in an agreement and plan of reorganization authorized and approved by
the Trustees and entered into by the Trust, or one or more Series, as the case
may be, in connection therewith.

Unless otherwise required by applicable law, any such consolidation, merger or
transfer may be authorized by vote of a majority of the Trustees then in office
without the approval of Shareholders of the Trust or relevant Series.

         Section 10.3. Combination of Classes. The authority of the Trustees
under this Article X with respect to the merger, consolidation, sale of assets
or reorganization of any Series or Class of the Trust is in addition to the
authority of the Trustees under Section 4.9 hereof to combine two or more
Classes of the Trust or two or more Classes of any Series of the Trust into a
single Class or Series, respectively.

         Section 10.4. Combination of Series. The authority of the Trustees
under this Article X with respect to the merger, consolidation, sale of assets
or reorganization of any Series of the Trust is in addition to the authority of
the Trustees under Section 4.9 hereof to combine two or more Series of the Trust
into a single Series.

                                   ARTICLE XI

                       AMENDMENTS; FILINGS; MISCELLANEOUS

         Section 11.1. Amendments to Declaration. (a) The Trustees may by vote
of a majority of the Trustees then in office amend or otherwise supplement the
Declaration by making an amendment, a Declaration supplemental hereto or an
amended and restated Declaration, provided, however, that an amendment to any
provision of Article V hereof shall require the vote of two-thirds (2/3) of the
Trustees then in office.

        (b) Nothing contained in this Declaration shall permit the amendment of
this Declaration to impair the exemption from personal liability of any Person
who is or has been a Shareholder, Trustee, officer, or employee of the Trust, or
limit the rights to indemnification or insurance provided in Article IX with
respect to actions or omissions of persons entitled to indemnification under
such Article prior to such amendment.

         Section 11.2. Filings; Copies of Declaration; Counterparts; Headings.
The original or a copy of this instrument and of each amendment and/or
restatement hereto and any Designation executed in accordance with Section 4.9
hereof shall be kept in the office of the Trust where it may be inspected by any
Shareholder. A copy of this instrument, any amendment thereto and any
restatement hereof, and any Designation executed in accordance with Section 4.9
hereof shall be filed by the Trustees with the Secretary of the Commonwealth of
Massachusetts, but only if and as required by this Declaration or law to be so
filed, as well as any other governmental office where such filing may from time
to time be required, provided, however, that the failure to so file will not
invalidate this instrument, any properly authorized amendment hereto or
restatement hereof, or Designation. Anyone dealing with the Trust may rely on a
certificate by an officer or Trustee of the Trust as to whether or not any such
amendments, restatements or Designations 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 or Trustee of the Trust to
be a copy of this instrument or of any such amendments, restatements or
Designations. This instrument may be executed in any number of counterparts,
each of which shall be deemed an original. Headings are placed herein for
convenience of reference only, and in case of any conflict, the text of this
instrument, rather than the headings, shall control.

         Section 11.3. Trustees May Resolve Ambiguities. The Trustees may
construe any of the provisions of this Declaration insofar as the same may
appear to be ambiguous or inconsistent with any other provisions hereof, and any
such construction hereof by the Trustees in good faith shall be conclusive as to
the meaning to be given to such provisions.

         Section 11.4. Applicable Law, Forum Selection and Jury Waiver. (a) 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, without reference to its conflicts of law rules, as a
Massachusetts business trust, and without limiting the provisions hereof, the
Trust specifically reserves the right to exercise any of the powers and
privileges afforded to business trusts or actions that may be engaged in by
business trusts, and the absence of a specific reference herein to any such
power, privilege, or action shall not imply that the Trust may not exercise such
power or privilege or take such actions.

         (b) Notwithstanding the first sentence of Section 11.4(a) hereof, there
shall not be applicable to the Trust, the Trustees, or this Declaration any
provisions of the laws (statutory or common) of the Commonwealth of
Massachusetts (other than Chapter 182 of the Massachusetts General Laws) or any
other state pertaining to trusts, including by way of illustration and without
limitation, laws that relate to or regulate: (i) the filing with any court or
governmental body or agency of trustee accounts or schedules of trustee fees and
charges; (ii) affirmative requirements to post bonds for trustees, officers,
agents, or employees of a trust; (iii) the necessity for obtaining a court or
other governmental approval concerning the acquisition, holding, or disposition
of real or personal property; (iv) fees or other sums applicable to trustees,
officers, agents or employees of a trust; (v) the allocation of receipts and
expenditures to income or principal; (vi) restrictions or limitations on the
permissible nature, amount, or concentration of trust investments or
requirements relating to the titling, storage, or other manner of holding of
trust assets; or (vii) the establishment of fiduciary or other standards or
responsibilities or limitations on the acts or powers or liabilities or
authorities and powers of trustees, if such laws are inconsistent with the
authorities and powers or limitation on liability of the Trustees set forth or
referenced in this Declaration.

         (c) No provision of this Declaration shall be effective to require a
waiver of compliance with any provision of the applicable federal securities
statutes or regulations thereunder.

         (d) Any action commenced by a Shareholder, directly or derivatively,
against the Trust or a Series or Class thereof, its Trustees or officers, shall
be brought only in the U.S. District Court for the Southern District of New
York, or if such action may not be brought in that court, then such action shall
be brought in NY state court (the "Chosen Courts"). The Trust, its Trustees and
officers, and its Shareholders (a) waive any objection to venue in any of the
Chosen Courts and (b) waive any objection that any of the Chosen Courts is an
inconvenient forum.

         (e) In any action commenced by a Shareholder against the Trust, any
Series or any Class thereof, its Trustees or officers, or as a derivative action
on behalf of the Trust, any Series or any Class thereof there shall be no right
to a jury trial. THE RIGHT TO A TRIAL BY JURY IS EXPRESSLY WAIVED TO THE FULLEST
EXTENT PERMITTED BY LAW.

         Section 11.5. Severability, Provisions in Conflict with Law or
Regulations. (a) The provisions of this Declaration are severable, and if the
Trustees shall determine, with the advice of counsel, that any such provision,
in whole or in part, is in conflict with any applicable statute or regulation
thereunder, the conflicting provision, or the conflicting part or parts thereof,
shall be deemed not to constitute a part of this Declaration; provided, however,
that such determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

         (b) If any provision of this Declaration shall be held invalid or
unenforceable, in whole or in part, in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision, or such part or parts
thereof, in such jurisdiction and shall not in any manner affect such provision
in any other jurisdiction or any other provision of this Declaration in any
jurisdiction.

         Section 11.6. Writings. To the fullest extent permitted by applicable
law, except as the Trustees may otherwise determine:

         (a) any requirements in this Declaration or in the By-Laws that any
action be taken by means of any writing, including, without limitation, any
written instrument, any written consent or any written agreement, shall be
deemed to be satisfied by means of any electronic record in such form that is
acceptable to the Trustees provided such form is capable of conversion into a
written form within a reasonable time; and

         (b) any requirements in this Declaration or in the By-Laws that any
writing be signed shall be deemed to be satisfied by any electronic signature in
such form that is acceptable to the Trustees.

         Section 11.7. Interpretation. Each of the terms "include", "including"
and "includes", as used in this Declaration, shall be deemed to include the
phrase "without limitation".






consent or any written agreement, shall be deemed to be satisfied by means of
any electronic record in such form that is acceptable to the Trustees provided
such form is capable of conversion into a written form within a reasonable time;
and

         (b) any requirements in this Declaration or in the By-Laws that any
writing be signed shall be deemed to be satisfied by any electronic signature in
such form that is acceptable to the Trustees.

         IN WITNESS WHEREOF, the undersigned, being the Trustees of the Trust,
have executed this instrument as of the date first written above.


   -------------------------                  -------------------------
   David K. Downes                            Matthew P. Fink


   ------------------------                   -------------------------
   Phillip A. Griffiths                       Mary F. Miller


   -------------------------                  -------------------------
   Joel W. Motley                             John V. Murphy


   -------------------------                  -------------------------
   Joseph M. Wikler                           Mary Ann Tynan


   -------------------------                  -------------------------
   Brian F. Wruble                            Peter I. Wold

EX-99.77E LEGAL

                                N-SAR EXHIBIT 77E


Pending Litigation. Since 2009, a number of lawsuits have been filed in federal
courts against the Manager, the Distributor, and certain funds in the
Oppenheimer family of funds (the "Defendant Funds") advised by the Manager and
distributed by the Distributor - including the Fund. The lawsuits naming the
Fund as a defendant also name certain officers, trustees and former trustees of
the Fund. The plaintiffs seek class action status on behalf of purchasers of
shares of the Fund during a particular time period. The lawsuits against the
Fund raise claims under federal securities laws alleging that, among other
things, the disclosure documents of the Fund contained misrepresentations and
omissions, that the Fund's investment policies were not followed, and that the
Fund and the other defendants violated federal securities laws and regulations.
The plaintiffs seek unspecified damages, equitable relief and an award of
attorneys' fees and litigation expenses. Litigation against certain other
Oppenheimer funds is similar in nature. Additionally, in 2009, lawsuits were
filed in state court against the Manager, the Distributor and another subsidiary
of the Manager (but not against the Fund)(1), on behalf of the New Mexico
Education Plan Trust. These lawsuits allege breach of contract, breach of
fiduciary duty, negligence and violation of state securities laws, and seek
compensatory damages, equitable relief and an award of attorneys' fees and
litigation expenses.

         Other lawsuits have been filed since 2008 in various state and federal
courts, by investors who made investments through an affiliate of the Manager,
against the Manager and certain of its affiliates. Those lawsuits related to the
alleged investment fraud perpetrated by Bernard Madoff and his firm ("Madoff")
and allege a variety of claims including breach of fiduciary duty, fraud,
negligent misrepresentation, unjust enrichment, and violation of federal and
state securities laws and regulations, among others. They seek unspecified
damages, equitable relief, and an award of attorneys' fees and litigation
expenses. None of the suits have named the Distributor, any of the Oppenheimer
mutual funds or any of their independent Trustees or Directors. None of the
Oppenheimer funds invested in any funds or accounts managed by Madoff.

         The Manager believes that the lawsuits described above are without
legal merit and intends to defend them vigorously. The Fund's Board of Trustees
has also engaged counsel to defend the suits vigorously on behalf of the Fund,
the Fund's Board and the individual Trustees named in those suits. The Manager
believes that it is premature to render any opinion as to the likelihood of an
outcome unfavorable to it and that no estimate can be made with any degree of
certainty as to the amount or range of any potential loss. The Manager also
believes that these suits should not impair the ability of the Manager or the
Distributor to perform their respective duties to the Fund, and that the outcome
of all the suits together should not have any material effect on the operations
of any of the Oppenheimer Funds.

EX-99

Net investment income (loss) and net realized gain (loss) may differ for
financial statement and tax purposes. The character of dividends and
distributions made during the fiscal year from net investment income or net
realized gains may differ from their ultimate characterization for federal
income tax purposes. Also, due to timing of dividends and distributions, the
fiscal year in which amounts are distributed may differ from the fiscal year in
which the income or net realized gain was recorded by the Fund.
Accordingly, the following amounts have been reclassified for December 31, 2009.
Net assets of the Fund were unaffected by the reclassifications.








                                                                   Reduction to
                                        Reduction to            Accumulated Net
                 Reduction to        Accumulated Net           Realized Loss on
              Paid-in Capital      Investment Income                Investments
             ------------------------------------------------------------------
                       $3,850            $16,099,962                $16,103,812