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


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

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

               OPPENHEIMER MAIN STREET SMALL CAP FUND

          (Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ X / No Fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

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

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

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

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

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

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

(3)   Filing Party:

(4)   Date Filed:

<PAGE>

               OPPENHEIMER MAIN STREET SMALL CAP FUND

             6803 South Tucson Way, Englewood, CO  80112

            Notice Of Meeting Of Shareholders To Be Held

                         September 13, 2000

To The Shareholders of Oppenheimer Main Street Small Cap Fund:

Notice is hereby given that a Meeting of the  Shareholders  (the  "Meeting")  of
Oppenheimer Main Street Small Cap Fund (the "Fund"),  will be held at 6803 South
Tucson Way,  Englewood,  Colorado,  80112,  at 10:00  A.M.,  Mountain  time,  on
September 13, 2000.

During  the  Meeting,  shareholders  of the  Fund  will  vote  on the  following
proposals and sub-proposals:

1.    To elect a Board of Trustees;

2.      To ratify the  selection  of  Deloitte  & Touche LLP as the  independent
        auditor for the Fund for the fiscal year beginning July 1, 2000;

3.      To  approve   the   elimination   of  certain   fundamental   investment
        restrictions of the Fund;

4.      To approve changes to four (4) fundamental  investment  restrictions of
        the Fund;

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

6.      To transact such other business as may properly come before the meeting,
        or any adjournments thereof.

Shareholders  of record at the close of business on July 10, 2000,  are entitled
to vote at the  meeting.  The  Proposals  are more fully  discussed in the Proxy
Statement.  Please read it carefully before telling us, through your proxy or in
person, how you wish your shares to be voted. The Board of Trustees of the Trust
recommends  a vote to elect each of the nominees as Trustee and in favor of each
Proposal. WE URGE YOU TO MARK, SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.

By Order of the Board of Trustees,


Andrew J. Donohue, Secretary
July__, 2000

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



<PAGE>


                                  TABLE OF CONTENTS

Proxy Statement                                               Page

Questions and Answers

Proposal 1:     To Elect a Board of Trustees

Proposal 2:     To ratify the selection of Deloitte & Touche LLP as
the  independent  auditor  for the Fund for the fiscal year  beginning  July 1,
2000

Proposal 3 and 4:  Approval of Changes to Certain  Fundamental  Policies of the
           Fund
Introduction to Proposals 3 and 4

Proposal 3:             To  approve  the  elimination  of  certain  fundamental
           investment
restrictions of the Fund

Proposal 4:     To approve changes to four (4) fundamental investment
restrictions of the Fund

Proposal 5:     To authorize the Trustees to adopt an Amended and Restated
Declaration of Trust

EXHIBITS

      A:   Amended and Restated Declaration of Trust







<PAGE>


                     OPPENHEIMER MAIN STREET SMALL CAP FUND
                                 PROXY STATEMENT

QUESTIONS AND ANSWERS

Q.    Who is Asking for My Vote?

A.         Trustees of Oppenheimer  Main Street Small Cap Fund (the "Fund") have
           asked that you vote on  several  matters  at the  Special  Meeting of
           Shareholders to be held on September 13, 2000.

Q.    Who is Eligible to Vote?

A.         Shareholders  of record at the close of business on July 10, 2000 are
           entitled   to  vote  at  the  Meeting  or  any   adjourned   meeting.
           Shareholders  are entitled to cast one vote for each matter presented
           at the Meeting. The Notice of Meeting, proxy card and proxy statement
           were mailed to shareholders of record on or about July 31, 2000.

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

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

1.    To elect a Board of Trustees;

2.           To ratify the selection of Deloitte & Touche LLP as the independent
             auditor for the Fund;

3. To eliminate certain fundamental investment restrictions of the Fund;

4. To change certain fundamental investment restrictions of the Fund; and

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

Q.    How do the Trustees Recommend that I Vote?

A.    The Trustees unanimously recommend that you vote:

1.    FOR election of all nominees as Trustees;

2.           FOR  ratification  of the selection of Deloitte & Touche LLP as the
             independent auditor for the Fund;

3.           FOR the  elimination of each of the Fund's  fundamental  investment
             restrictions proposed to be eliminated;

4.           FOR change to the  Fund's  fundamental  investment  restrictions
             proposed for change; and

5.           FOR  authorization of the Trustees to adopt an Amended and Restated
             Declaration of Trust

      Q.   How Can I Vote?

A.    You can vote in two (2) different ways:

o     By mail, with the enclosed ballot
o     In person at the Meeting.

             Whichever method you choose,  please take the time to read the full
             text of the proxy statement before you vote.

Q.    How Will My Vote Be Recorded?

A.         Proxy cards that are properly signed,  dated and received at or prior
           to the Meeting will be voted as specified.  If you specify a vote for
           any of the proposals,  your proxy will be voted as indicated.  If you
           sign and date the proxy  card,  but do not  specify a vote for one or
           more of the  proposals,  your  shares  will be  voted in favor of the
           Trustees recommendations.

Q.    How Can I Revoke My Proxy?

A.         You  may  revoke  your  proxy  at any  time  before  it is  voted  by
           forwarding a written  revocation or a  later-dated  proxy card to the
           Fund that is received at or prior to the Meeting,  or  attending  the
           Meeting and voting in person.

Q.    How Can I Get More Information About the Fund?

A.         A copy of the Fund's  annual  report has  previously  been  mailed to
           Shareholders.  If you would like to have  copies of the  Fund's  most
           recent  annual  report  sent to you free of  charge,  please  call us
           toll-free at 1.800.525.7048 or write to the Fund at  OppenheimerFunds
           Services, P.O. Box 5270 Denver Colorado 80217-5270.

      Q.   Whom Do I Call If I Have Questions?

A.    Please call us at 1.800.525.7048

 THIS PROXY STATEMENT IS DESIGNED TO FURNISH SHAREHOLDERS WITH THE INFORMATION
  NECESSARY TO VOTE ON THE MATTERS COMING BEFORE THE MEETING. IF YOU HAVE ANY
                 QUESTIONS, PLEASE CALL US AT 1.800.525.7048.


<PAGE>


               OPPENHEIMER MAIN STREET SMALL CAP FUND
                           PROXY STATEMENT

                       Meeting of Shareholders
                    To Be Held September 13, 2000

This statement is furnished to the shareholders of Oppenheimer Main Street Small
Cap Fund (the "Fund"),  in connection with the  solicitation by the Fund's Board
of  Trustees  of proxies to be used at a special  meeting of  shareholders  (the
"Meeting") to be held at 6803 South Tucson Way, Englewood,  Colorado,  80112, at
10:00 A.M.,  Mountain time, on September 13, 2000, or any adjournments  thereof.
It is expected that the mailing of this Proxy Statement will be made on or about
July 31, 2000.

                              SUMMARY OF PROPOSALS

--------------------------------------------------------------------
     Proposal                                       Shareholder
                                                    Voting
--------------------------------------------------------------------
--------------------------------------------------------------------
1.   To Elect a Board of Trustees                   All
--------------------------------------------------------------------
--------------------------------------------------------------------
2.   To  Ratify  the  Selection  of  Deloitte  & Touche  All LLP as  Independent
     Auditors for the Fund for the fiscal year beginning July 1, 2000
--------------------------------------------------------------------
--------------------------------------------------------------------
3.   To   approve   the   elimination   of  certain
     fundamental  investment  restrictions  for the
     Fund.
--------------------------------------------------------------------
--------------------------------------------------------------------
     a.  Investing  in a  Company  for the  Purpose All
     of Acquiring Control
--------------------------------------------------------------------
--------------------------------------------------------------------
     b.  Investment of all the Fund's  assets in All the  securities of a single
     open-ended management investment company, i.e. master-feeder structure
--------------------------------------------------------------------
--------------------------------------------------------------------
4.   To approve  changes to four (4) of the  Fund's All  fundamental  investment
     restrictions  to permit the fund to  participate  in an inter-fund  lending
     arrangement
--------------------------------------------------------------------
--------------------------------------------------------------------
5.   Authorize  the  Trustees  to adopt an  Amended All
     and Restated Declaration of Trust
--------------------------------------------------------------------

                  PROPOSAL 1: ELECTION OF TRUSTEES

      At the  Meeting,  twelve  (12)  Trustees  are to be elected to hold office
until the next  meeting  of  shareholders  called for the  purpose  of  electing
Trustees and until their  successors are duly elected and shall have  qualified.
The persons named as  attorneys-in-fact  in the enclosed  proxy have advised the
Fund that unless a proxy  instructs  them to withhold  authority to vote for all
listed nominees or any individual nominee,  all validly executed proxies will be
voted by them for the  election of the  nominees  named below as Trustees of the
Fund. As a Massachusetts  business trust, the Fund does not contemplate  holding
annual  shareholder  meetings for the purpose of electing  Trustees.  Thus,  the
Trustees  will be  elected  for  indefinite  terms  until a special  shareholder
meeting  is called  for the  purpose  of voting  for  Trustees  and until  their
successors are properly elected and qualified.

      Each of the  nominees  (except  for Mr.  Marshall)  currently  serves as a
Trustee of the Fund.  All of the nominees have  consented to being named as such
in this proxy statement and have consented to serve as Trustees if elected.

      Each nominee indicated below by an asterisk* is an "interested person" (as
that term is defined in the Investment Company Act of 1940,  referred to in this
Proxy  Statement as the "1940 Act") of the Fund due to the  positions  indicated
with the Fund's investment  adviser,  OppenheimerFunds,  Inc. (the "Manager") or
its affiliates,  or other positions described. The beneficial ownership of Class
A shares listed below includes voting and investment  control,  unless otherwise
indicated  below.  All  of the  Trustees  own  shares  in  one  or  more  of the
Denver-based  funds in the  Oppenheimerfunds  complex.  If a  nominee  should be
unable to accept election, the Board of Trustees may, in its discretion,  select
another person to fill the vacant position.

Name, Age, Address                Fund Shares Beneficially Owned as of
And Five-Year Business Experience July __ , 2000 and % of Class Owned

William L. Armstrong (63)                      0
1625 Broadway, Suite 780
Denver, CO 80202

Trustee since 1999.

Chairman of the  following  private  mortgage  banking  companies:  Cherry Creek
Mortgage  Company (since 1991),  Centennial State Mortgage Company (since 1994),
The El Paso Mortgage Company (since 1993),  Transland Financial  Services,  Inc.
(since 1997), and Ambassador  Media  Corporation  (since 1984);  Chairman of the
following private companies: Frontier Real Estate, Inc. (residential real estate
brokerage)  (since 1994),  Frontier Title (title insurance  agency) (since 1995)
and Great Frontier Insurance  (insurance  agency) (since 1995);  Director of the
following public companies:  Storage Technology  Corporation (computer equipment
company) (since 1991), Helmerich & Payne, Inc. (oil and gas  drilling/production
company) (since 1992),  UNUMProvident (insurance company) (since 1991); formerly
Director of the following public companies:  International  Family Entertainment
(television  channel)  (1991 - 1997) and Natec  Resources,  Inc. (air  pollution
control  equipment and services  company) (1991 - 1995);  formerly U.S.  Senator
(January 1979 - January 1991);  Director/trustee  of 13 investment  companies in
the OppenheimerFunds complex.

Robert G. Avis (69)*                           0
One North Jefferson
St. Louis, MO 63103

Trustee since 1999.

Chairman,  President and Chief Executive Officer of A.G. Edwards Capital,  Inc.
(general  partnership  of private  equity  funds),  Director of A.G.  Edwards &
Sons,  Inc. (a  broker-dealer)  and Director of A.G.  Edwards  Trust  Companies
(trust  companies),  formerly,  Vice Chairman of A.G.  Edwards & Sons, Inc. and
A.G.  Edwards,  Inc. (its parent  holding  company);  Chairman of A.G.E.  Asset
Management  (an  investment   advisor).   Director/trustee   of  22  investment
companies in the OppenheimerFunds complex.



Name, Age, Address                Fund Shares Beneficially Owned as of
And Five-Year Business Experience July    , 2000 and % of Class Owned

George C. Bowen (63)                           0
9224 Bauer Ct.
Lone Tree, CO 80124

Trustee since 1999.

Formerly (until April 1999) Mr. Bowen held the following positions:  Senior Vice
President  (since  September  1987)  and  Treasurer  (since  March  1985) of the
Manager;  Vice President  (since June 1983) and Treasurer  (since March 1985) of
OppenheimerFunds  Distributor,  Inc.  ("Distributor");   Vice  President  (since
October 1989) and Treasurer  (since April 1986) of HarbourView  Asset Management
Corporation;  Senior Vice President (since February 1992), Treasurer (since July
1991);  Assistant  Secretary and a director  (since December 1991) of Centennial
Asset Management Corporation;  President, Treasurer and a director of Centennial
Capital  Corporation  (since June 1989);  Vice  President and  Treasurer  (since
August 1978) and Secretary  (since April 1981) of  Shareholder  Services,  Inc.;
Vice President,  Treasurer and Secretary of Shareholder Financial Services, Inc.
(since  November 1989);  Assistant  Treasurer of Oppenheimer  Acquisition  Corp.
(since March 1998); Treasurer of Oppenheimer  Partnership Holdings,  Inc. (since
November  1989);   Vice  President  and  Treasurer  of  Oppenheimer  Real  Asset
Management, Inc. (since July 1996); Treasurer of OppenheimerFunds  International
Ltd. and Oppenheimer Millennium Funds plc (since October 1997). Director/trustee
of 17 investment companies in the OppenheimerFunds complex.

Edward L. Cameron                              (61) 0
Spring Valley Road
Morristown, NJ 07960

Trustee since 1999.

Formerly  (from  1974-1999)  a  partner  with   PricewaterhouseCoopers  LLP  (an
accounting firm) and Chairman, Price Waterhouse LLP Global Investment Management
Industry  Services  Group (from  1994-1998).  Director/trustee  of 7  investment
companies in the OppenheimerFunds complex.

Jon S. Fossel (58)                             0
810 Jack Creek Road
Ennis, MT 59729

Trustee since 1999.

Formerly (until October 1996) Chairman and a director of the Manager,  President
and a director of Oppenheimer  Acquisition  Corp.,  the Manager's parent holding
company,  and Shareholder  Services,  Inc. and Shareholder  Financial  Services,
Inc.,  transfer  agent  subsidiaries  of  the  Manager.  Director/trustee  of 20
investment companies in the OppenheimerFunds complex.

Name, Age, Address                Fund Shares Beneficially Owned as of
And Five-Year Business Experience July    , 2000 and % of Class Owned

Sam Freedman (59)                                   0
4975 Lakeshore Drive
Littleton, CO 80123

Trustee since 1999.

Formerly  (until  October  1994)  Chairman  and  Chief   Executive   Officer  of
OppenheimerFunds  Services;  Chairman, Chief Executive Officer and a director of
Shareholder  Services,  Inc.; Chairman,  Chief Executive Officer and director of
Shareholder Financial Services, Inc.; Vice President and director of Oppenheimer
Acquisition Corp.; and a director of OppenheimerFunds,  Inc. Director/trustee of
22 investment companies in the OppenheimerFunds complex.

Raymond J. Kalinowski (71)                     0
44 Portland Drive
St. Louis, MO 63131

Trustee since 1999.

Director  of  Wave  Technologies  International,   Inc.  (a  computer  products
training   company),   self-employed   consultant   (securities   matters)  and
director/trustee of 22 investment companies in the OppenheimerFunds complex.

C. Howard Kast (78)                                 0
2552 East Alameda, #30
Denver, CO 80209

Trustee since 1999.

Formerly Managing Partner of Deloitte,  Haskins & Sells (an accounting firm) and
director/trustee of 22 investment companies in the OppenheimerFunds complex.

Robert M. Kirchner (78)                        0
7500 E. Arapohoe Road
Suite 250
Englewood, CO 80112

Trustee since 1999.

President of The Kirchner Company (management  consultants) and director/trustee
of 22 investment companies in the OppenheimerFunds complex.




Name, Age, Address                Fund Shares Beneficially Owned as of
And Five-Year Business Experience July    , 2000 and % of Class Owned

Bridget A. Macaskill* (51)                     0
Two World Trade Center
New York, NY 10048

Trustee since 1999.

President (since June 1991),  Chief Executive Officer (since September 1995) and
a Director (since  December 1994) of the Manager;  President and director (since
June 1991) of HarbourView Asset Management  Corporation,  an investment  adviser
subsidiary of the Manager; Chairman and a director of Shareholder Services, Inc.
(since August 1994) and Shareholder  Financial  Services,  Inc. (since September
1995),  transfer agent  subsidiaries of the Manager;  President (since September
1995) and a director (since October 1990) of Oppenheimer  Acquisition Corp., the
Manager's  parent  holding  company;  President  (since  September  1995)  and a
director  (since  November 1989) of Oppenheimer  Partnership  Holdings,  Inc., a
holding company  subsidiary of the Manager; a director of Oppenheimer Real Asset
Management,  Inc.  (since July 1996);  President and a director  (since  October
1997) of  OppenheimerFunds  International  Ltd.,  an  offshore  fund  management
subsidiary of the Manager and of Oppenheimer Millennium Funds plc; a director of
Prudential  Corporation plc (a U.K.  financial service  company).  President and
director/trustee of 19 investment companies in the OppenheimerFunds complex.

F. William Marshall, Jr. (58)                       0
1441 Main Street
Springfield, MA 01102

Chairman (since 1999) SIS & Family Bank, F.S.B. (formerly SIS Bank);  President,
Chief Executive Officer and Director  (1993-1999),  SIS Bankcorp.,  Inc. and SIS
Bank (formerly,  Springfield  Institution  for Savings);  Director (since 1999),
Peoples Heritage  Financial Group,  Inc.;  Chairman and Chief Executive  Officer
(1990-1993), Bank of Ireland First Holdings, Inc. and First New Hampshire Banks;
Trustee  (since  1996),  MassMutual  Institutional  Funds  (open-end  investment
company);  Trustee (since 1996), MML Series Investment Fund (open-end investment
company).


 James C. Swain* (66)                          0
 6803 South Tuscon Way
 Englewood, CO 80112

 Trustee since 1999.

 Vice Chairman of the Manager (since September 1988);  formerly  President and a
director of Centennial  Asset  Management  Corporation,  an  investment  adviser
subsidiary  of the Manager and  Chairman of the Board of  Shareholder  Services,
Inc.  Director/trustee  of  22  investment  companies  in  the  OppenheimerFunds
complex.


      Under the 1940 Act, the Board of Trustees may fill  vacancies on the Board
of Trustees or appoint new Trustees only if,  immediately  thereafter,  at least
two-thirds  of the Trustees will have been elected by  shareholders.  Currently,
two of the Fund's  eleven  Trustees  have not been elected by  shareholders.  In
addition,  the  Board of  Trustees  has  nominated  Mr.  Marshall  to  become an
independent Trustee of the Fund.

      Under  the  1940  Act,  the Fund is also  required  to call a  meeting  of
shareholders  promptly to elect  Trustees if at any time less than a majority of
the Trustees  have been elected by  shareholders.  By holding a meeting to elect
Trustees at this time,  the Fund may be able to delay the time at which  another
shareholder meeting is required for the election of Trustees,  which will result
in a savings of the costs associated with holding a meeting.

      The primary  responsibility  for the management of the Fund rests with the
Board of Trustees.  The Trustees meet  regularly to review the activities of the
Fund and of the Manager, which is responsible for its day-to-day operations. Six
regular meetings of the Trustees were held during the fiscal year ended June 30,
2000.  Each of the  incumbent  Trustees  was  present  for at  least  75% of the
meetings held of the Board and of all  committees on which that Trustee  served.
The Trustees  have  appointed  an Audit  Committee,  comprised  of Messrs.  Kast
(Chairman),  Cameron and Kirchner,  none of whom is an  "interested  person," as
defined in the 1940 Act,  of the  Manager or the Fund.  The  Committee  met four
times during the fiscal year ended June 30, 2000. The Board of Trustees does not
have a standing,  nominating  or  compensation  committee.  The Audit  Committee
furnishes  the  Board  with  recommendations  regarding  the  selection  of  the
independent  auditor. The other functions of the Committee include (i) reviewing
the methods,  scope and results of audits and the fees charged;  (ii)  reviewing
the adequacy of the Fund's internal  accounting  procedures and controls;  (iii)
establishing  a separate line of  communication  between the Fund's  independent
auditors  and  its  independent  Trustees,  and  selecting  and  nominating  the
independent Trustees.

      The  Trustees  who  are  not  affiliated   with  the  investment   adviser
("Nonaffiliated  Trustees") are paid a retainer plus a fixed fee by the Fund for
attending each meeting and are  reimbursed  for expenses  incurred in connection
with  attending  such  meetings.  Each of the  current  Trustees  also serves as
trustees  or  directors  of  other  Denver-based  investment  companies  in  the
OppenheimerFunds  complex.  Each Fund in the OppenheimerFunds  complex for which
they serve as a director or trustee pays a share of these expenses.

      The officers of the Fund are  affiliated  with the  Manager.  They and the
Trustees of the Fund who are affiliated with the Manager (Ms.  Macaskill and Mr.
Swain)  receive no salary or fee from the Fund.  The  remaining  Trustees of the
Fund received the compensation  shown below from the Fund during the fiscal year
ended  June  30,  2000,  and  from  all of the  Denver-based  Oppenheimer  funds
(including  the Fund) for which they  served as  Trustee,  Director  or Managing
General  Partner during the calendar year ended December 31, 1999.  Compensation
is paid for services in the positions below their names:






<PAGE>


----------------------------------------------------------------------
Trustee's Name and      Aggregate   Number of Boards   Total
Other Positions         CompensationWithin             Compensation
                        from Fund 1 Denver-Board       From all
                                    Oppenheimer Funds  Denver-Based
                                    Complex on Which   Oppenheimer
                                    Trustee Served as  Funds 2
                                   of 12/31/99
----------------------------------------------------------------------
----------------------------------------------------------------------
William H. Armstrong    $           13                 $14,542
----------------------------------------------------------------------
----------------------------------------------------------------------
Robert G. Avis          $           22                 $67,998
----------------------------------------------------------------------
----------------------------------------------------------------------
William A. Baker4       $           22                 $67,998
----------------------------------------------------------------------
----------------------------------------------------------------------
George C. Bowen         $           17                 $23,879
----------------------------------------------------------------------
----------------------------------------------------------------------
Edward Cameron          $           7                  $2,430
----------------------------------------------------------------------
----------------------------------------------------------------------
Jon. S. Fossel3         $           20                 $66,586
Review Committee
Member
----------------------------------------------------------------------
----------------------------------------------------------------------
Sam Freedman            $           22                 $73,998
Review Committee Member
----------------------------------------------------------------------
----------------------------------------------------------------------
Raymond J. Kalinowski 3 $           22                 $73,248
Audit Committee Member
----------------------------------------------------------------------
----------------------------------------------------------------------
C. Howard Kast          $           22                 $78,873
Chairman, Audit and
Review Committees
----------------------------------------------------------------------
----------------------------------------------------------------------
Robert M. Kirchner3     $           22                 $69,248
Audit Committee Member
----------------------------------------------------------------------
----------------------------------------------------------------------
Ned M. Steel4           $           22                 $67,998
----------------------------------------------------------------------
1 For the Fund's fiscal year ended 6/30/00.
2. For the 1999 calendar year.
3.    Committee position held during a portion of the period shown.
4.    Effective July 1, 2000,  Messrs.  Baker and Steel resigned as Trustees of
   the Fund.

      The Board of Trustees  has also adopted a Deferred  Compensation  Plan for
Nonaffiliated Trustees that enables Trustees to elect to defer receipt of all or
a portion of the annual fees they are entitled to receive  from the Fund.  As of
December 31, 1999,  none of the Trustees  elected to do so. Under the plan,  the
compensation  deferred  by a  Trustee  is  periodically  adjusted  as  though an
equivalent  amount had been invested in shares of one or more Oppenheimer  funds
selected by the Trustee.  The amount paid to the Trustee  under the plan will be
determined  based  upon the  performance  of the  selected  funds.  Deferral  of
Trustees'  fees under the plan will not  materially  affect  the Fund's  assets,
liabilities  or net  income per share.  The plan will not  obligate  the Fund to
retain  the  services  of  any  Trustee  or to  pay  any  particular  amount  of
compensation to any Trustee.

      Each  officer of the Fund is elected  by the  Trustees  to serve an annual
term.  Information  is given  below  about the  executive  officers  who are not
Trustees of the Fund,  including their business  experience during the past five
years.  Messrs.  Donohue,  Wixted,  Bishop,  Zack and Farrar  serve in a similar
capacity with several other funds in the OppenheimerFunds complex.

Name, Age, Address and Five-Year Business Experience

Charles Albers, Vice President and Portfolio Manager since May 1999; Age 58
Two World Trade Center
New York, NY 10048

Senior  Vice  President  of the  Manager  (since  April 17,  1998);  a Certified
Financial  Analyst;  previously  a Vice  President  and  portfolio  manager  for
Guardian  Investor  Services,  the investment  management  subsidiary of the The
Guardian Life Insurance Company (from 1972 to April 1998).

Mark  Zavanelli,  Assistant  Vice  President  and  Portfolio  Manager since May
1999; Age: 28
Two World Trade Center
New York, NY 10048

Assistant  Vice  President of the Manager  (since April 17,  1998);  a Certified
Financial  Analyst;  previously  President of Waterside  Capital  Management,  a
registered  investment  advisor (from August 1995), a financial research analyst
for Elder Research  (from June 1997) and a manager of research  services for ZPR
Investment  Management,  Inc.,  an  investment  advisor  (from June 1992 to July
1995).

Andrew J. Donohue, Secretary since May 1999; Age: 49
Two World Trade Center, New York, NY 10048

Executive Vice  President,  General  Counsel and a director of the Manager,  the
Distributor,  HarbourView,  SSI, SFSI, Oppenheimer  Partnership Holdings,  Inc.;
President and a director of Centennial and  Oppenheimer  Real Asset  Management,
Inc.;  General  Counsel and Secretary of OAC;  Vice  President and a director of
OppenheimerFunds  International  Ltd. ("OFIL") and Oppenheimer  Millennium Funds
plc; an officer of other investment companies in the OppenheimerFunds complex.

Brian W. Wixted, Treasurer since May 1999; Age: 39.
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice  President  and  Treasurer  (since  April 1999) of the  Manager;  an
officer of other investment companies in the OppenheimerFunds  complex; formerly
Principal  and Chief  Operating  Officer,  Bankers  Trust  Company  Mutual  Fund
Services Division (1995-1999);  Vice President and Chief Financial Officer of CS
First Boston  Investment  Management Corp.  (1991-1995);  and Vice President and
Accounting Manager, Merrill Lynch Asset Management (1987-1991).

Robert G. Zack, Assistant Secretary since May 1999; Age: 50
Two World Trade Center, New York, NY 10048

Senior Vice President and Associate  General  Counsel of the Manager;  Assistant
Secretary of SSI and SFSI;  Assistant Secretary of Oppenheimer  Millennium Funds
plc and OFIL; an officer of other investment  companies in the  OppenheimerFunds
complex.

Name, Age, Address and Five-Year Business Experience

Robert J. Bishop, Assistant Treasurer since May 1999; Age: 40
6803 South Tucson Way, Englewood, CO 80112

Vice  President  of the  Manager/Mutual  Fund  Accounting;  an  officer of other
investment companies in the OppenheimerFunds complex; formerly an Assistant Vice
President of the  Manager/Mutual  Fund  Accounting and a Fund Controller for the
Manager.

Scott T. Farrar, Assistant Treasurer since May 1999; Age: 33
6803 South Tucson Way, Englewood, CO 80112

Vice President of the  Manager/Mutual  Fund Accounting;  Assistant  Treasurer of
Oppenheimer  Millennium Funds plc; an officer of other  investment  companies in
the  OppenheimerFunds  complex;  formerly an  Assistant  Vice  President  of the
Manager/Mutual Fund Accounting and a Fund Controller for the Manager.

All officers serve at the pleasure of the Board.

As of July__,  2000,  the Trustees and  officers as a group  beneficially  owned
___________  shares or less than 1% of the outstanding Class A, Class B, Class C
or Class Y shares of the Fund.

THE BOARD OF TRUSTEES  RECOMMENDS  A VOTE FOR THE  ELECTION  OF EACH  NOMINEE AS
TRUSTEE.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

      The Board of  Trustees of the Fund,  including a majority of the  Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund or the
Manager, selected Deloitte & Touche LLP ("Deloitte") as auditors of the Fund for
the fiscal year beginning July 1, 2000. Deloitte also serves as auditors for the
Manager  and  certain  other  funds  for which the  Manager  acts as  investment
adviser.  At the Meeting,  a resolution will be presented for the  shareholders'
vote to ratify  the  selection  of  Deloitte  as  auditors.  Representatives  of
Deloitte  are not  expected  to be  present  at the  Meeting  but will  have the
opportunity  to make a statement  if they desire to do so and will be  available
should any matter arise requiring their presence.

THE BOARD OF  TRUSTEES  RECOMMENDS  APPROVAL  OF THE  SELECTION  OF  DELOITTE AS
AUDITORS OF THE FUND.

PROPOSALS 3 and 4: APPROVAL OF CHANGES TO CERTAIN  FUNDAMENTAL  POLICIES OF THE
FUND

Introduction to Proposals 3 and 4

      The Fund is subject to certain  investment  restrictions  which govern the
Fund's   investment   activities.   Under  the  1940  Act,  certain   investment
restrictions are required to be "fundamental," which means that they can only be
changed by a shareholder  vote. An investment  company may designate  additional
restrictions  that  are  fundamental,  and it may also  adopt  "non-fundamental"
restrictions, which may be changed by the Trustees without shareholder approval.
The Fund has adopted certain  fundamental  investment  restrictions that are set
forth in its  Statement  of  Additional  Information,  which  cannot be  changed
without the  requisite  shareholder  approval  described  below  under  "Further
Information  about  Voting  at the  Meeting."  Policies  that  the  Fund has not
specifically   designated   as   being   fundamental   are   considered   to  be
"non-fundamental"  and  may be  changed  by  the  Trustees  without  shareholder
approval.


      A number of fundamental  restrictions  that the Fund adopted when launched
in July  1999 are not  required  to be  fundamental  under the 1940 Act and were
included  to be uniform  with the other funds in the  Oppenheimerfunds  complex.
Certain  fundamental  investment  restrictions  adopted  across the fund complex
reflect  past  regulatory,   business  or  industry  conditions,   practices  or
requirements  which at one time,  led to the  imposition of  limitations  on the
management of the Fund's investments.  With the passage of time, the development
of  new  practices  and  changes  in  regulatory  standards,  several  of  these
fundamental  restrictions  are considered by Fund management and the Board to be
unnecessary or unwarranted.  In addition other fundamental  restrictions reflect
federal  regulatory  requirements  which  remain  in  effect,  but which are not
required to be stated as  fundamental  restrictions.  Accordingly,  the Trustees
recommend that the Fund's  shareholders  approve the amendment or elimination of
certain of the  Fund's  current  fundamental  investment  restrictions.  Certain
sub-proposals  request that  shareholders  either  approve the  elimination of a
fundamental  investment  restriction or approve the replacement of a fundamental
investment restriction with a non-fundamental  policy. After those sub-proposals
are  approved  by  shareholders,  the Board  may  modify  those  non-fundamental
investment  policies at any time without  shareholder  approval.  The purpose of
each sub-proposal is to provide the Fund with the maximum flexibility  permitted
by law to pursue its investment  objectives and policies and to standardize  the
Fund's  policy in this area to one which is expected to become  standard for all
Oppenheimer  funds.  The  proposed  standardized  restrictions  satisfy  current
federal  regulatory  requirements  and are  written  to provide  flexibility  to
respond to future legal, regulatory, market or technical changes.

      By  both  standardizing  and  reducing  the  total  number  of  investment
restrictions  that can be  changed  only by a  shareholder  vote,  the  Trustees
believe that it will assist the Fund and the Manager in  maintaining  compliance
with the various  investment  restrictions  to which the  Oppenheimer  funds are
subject,  and  that the Fund  will be able to  minimize  the  costs  and  delays
associated  with  holding  future  shareholder  meetings  to revise  fundamental
investment  policies that have become  outdated or  inappropriate.  The Trustees
also believe that the investment  adviser's  ability to manage the Fund's assets
in a changing  investment  environment  will be  enhanced,  and that  investment
management opportunities will be increased by these changes.

      The proposed  standardized  changes will not affect the Fund's  investment
objective.  Although the proposed changes in fundamental investment restrictions
will  provide  the Fund  greater  flexibility  to respond  to future  investment
opportunities,  the Board does not anticipate that the changes,  individually or
in the  aggregate,  will result in a material  change in the level of investment
risk  associated with investment in the Fund. The Board does not anticipate that
the  proposed  changes  will  materially  affect the manner in which the Fund is
managed.  If the Board determines in the future to change  materially the manner
in which the Fund is managed, the prospectus will be amended.

      The recommended changes are specified below. Shareholders are requested to
vote on each Sub-Proposal in Proposal 3 separately.  If approved,  the effective
date of these  Proposals  may be  delayed  until the Fund's  updated  Prospectus
and/or  Statement of  Additional  Information  can reflect the  changes.  If any
Sub-Proposal  in Proposal 3 is not  approved,  or if Proposal 4 is not approved,
the fundamental  investment restriction covered in that Proposal or Sub-Proposal
will remain unchanged.

PROPOSAL  3: TO  APPROVE  THE  ELIMINATION  OF CERTAIN  FUNDAMENTAL  INVESTMENT
RESTRICTIONS OF THE FUND

A.  Investing in a Company for the Purpose of Acquiring Control

      The Fund is  currently  subject to a  fundamental  investment  restriction
prohibiting  it  from  investing  in  portfolio  companies  for the  purpose  of
acquiring  control.  It is  proposed  that the  current  fundamental  investment
restriction be  eliminated.  Although the Fund has no intention of investing for
the purpose of acquiring control of a company, it believes that this restriction
is unnecessary and may, in fact, reduce possible investment  opportunities.  The
current fundamental investment restriction is set forth below.

                                     Current

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

      Elimination  of  the  above  fundamental  investment  restriction  is  not
expected to have a  significant  impact on the Fund's  investment  practices  or
management because the Fund currently has no intention of investing in companies
for the purpose of obtaining or exercising  management or control.  A Fund might
be considered to be investing for control if it purchases a large  percentage of
the securities of a single issuer.  This restriction was intended to ensure that
a mutual fund would not be engaged in the business of managing another company.

      The Fund included this fundamental investment restriction when launched in
July 1999 to provide  uniformity  throughout the  OppenheimerFunds  complex even
though  this  restriction  was not  required by the 1940 Act or state "Blue Sky"
requirements.  The Board requests that  shareholders  eliminate this fundamental
investment  limitation.  The  Board  believes  elimination  of this  fundamental
investment  restriction is warranted and could  increase the Fund's  flexibility
when choosing investments in the future.

B.  Master-feeder Structure.

      The Fund is  currently  subject to a  fundamental  investment  restriction
concerning  investment of all assets in the  securities  of a single  open-ended
management  investment  company.  It is proposed  that the  current  fundamental
investment  restriction  regarding the master-feeder  arrangement be eliminated.
The  Fund  would  continue  to  follow  this  restriction  as a  non-fundamental
restriction. The current fundamental investment restriction is set forth below.

                                     Current

          The Fund can invest all of its  assets in the  securities  of a single
          open-end management  investment company for which the Manager,  one of
          its  subsidiaries  or  a  successor  is  the  investment   advisor  or
          sub-advisor.  That fund must have  substantially  the same fundamental
          investment objective, policies and limitations as the Fund.

      The existing  restriction is not required to be fundamental under the 1940
Act and the  Board  recommends  that  shareholders  eliminate  this  fundamental
investment restriction. The purpose of this proposal is to provide the Fund with
the maximum  flexibility  permitted by law to pursue its investment  objectives.
Elimination of this fundamental  investment  restriction would not significantly
change the management or operation of the Fund.

      As a non-fundamental  policy, this investment  restriction would allow the
Fund to invest its assets in an open-end  management  investment  company,  i.e.
master-feeder.  For example, under that structure,  the Fund would be a "feeder"
fund and would  invest all of its  assets in a single  pooled  "master  fund" in
which other feeder  funds could also invest.  This could enable the Fund to take
advantage of potential  operational and cost  efficiencies in the  master-feeder
structure.  The Fund  currently  does not  expect  to  adopt  the  master-feeder
structure,  however, if it does so in the future, shareholders would be notified
through supplements to the Prospectus and Statement of Additional Information.

      The  Board  believes  that it is in the  best  interest  of the  Fund  and
shareholders to eliminate this fundamental investment restriction.

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

PROPOSAL 4: TO APPROVE CHANGES TO CERTAIN FUNDAMENTAL  INVESTMENT  RESTRICTIONS
OF THE FUND

      Proposal  number 4 is composed of four  separate  proposed  changes to the
Fund's  current   investment   restrictions.   The  Board  believes  that  under
appropriate  circumstances,  the Fund should be  permitted to lend money to, and
borrow money from,  other  Oppenheimer  mutual funds (referred to as "inter-fund
lending") and pledge its assets as  collateral  for the loan as explained in the
following  proposals.  All four of these proposals must be approved  together if
the inter-fund lending arrangements  described below are to be implemented,  and
shareholders are requested to vote to approve all four together.

A.  Borrowing.

      The 1940 Act imposes certain  restrictions on the borrowing  activities of
registered  investment  companies.  The  restrictions on borrowing are generally
designed to protect  shareholders  and their  investment by restricting a fund's
ability to subject its assets to claims of  creditors  who might have a claim to
the fund's assets that would take priority  over the claims of  shareholders.  A
fund's borrowing restriction must be a fundamental investment restriction.

      Under the 1940 Act, a fund may borrow  from banks up to  one-third  of its
total assets (including the amount borrowed).  In addition, a fund may borrow up
to 5% of its total assets for temporary purposes from any person.  Section 18 of
the 1940 Act  deems a loan  temporary  if it is  repaid  within  60 days and not
extended or renewed.  Funds typically  borrow money to meet redemptions in order
to avoid forced, unplanned sales of portfolio securities.  This technique allows
a fund greater  flexibility to buy and sell portfolio  securities for investment
or tax considerations, rather than for cash flow considerations.

      The Fund  currently  is subject to a  fundamental  investment  restriction
concerning  borrowing.  The  Board  proposes  that  the  Fund's  restriction  on
borrowing be amended to permit the Fund to borrow from banks  and/or  affiliated
investment  companies.  As amended,  the Fund's  restriction on borrowing  would
remain a fundamental  restriction  changeable  only by the vote of a majority of
the outstanding voting securities of the Fund as defined in the 1940 Act.

      The current and proposed fundamental investment restrictions are set forth
below.


<PAGE>






Current

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

Proposed

The Fund  cannot  borrow  money in excess of  33-1/3%  of the value of its total
assets.  The Fund may  borrow  only  from  banks  and/or  affiliated  investment
companies.  With respect to this fundamental policy, the Fund can borrow only if
it maintains a 300% ratio of assets to borrowings at all times in the manner set
forth in the Investment Company Act of 1940.

<PAGE>





       The current policy on borrowing  restricts the permissible  entities that
the Fund may borrow from. The Board  recommends that this restriction be amended
to permit the Fund to borrow money from banks and/or from affiliated  investment
companies  provided such  borrowings do not exceed  33-1/3% of its total assets.
The proposal  would also add  flexibility by permitting the Fund to borrow money
in cases other than extraordinary or emergency purposes as a termporary measure.

      Permitting  the Fund to borrow money from  affiliated  funds (for example,
those  funds  in  the  OppenheimerFunds  complex)  would  afford  the  Fund  the
flexibility to use the most cost-effective  alternative to satisfy its borrowing
requirements.  The  Trustees  believe  that the Fund may be able to obtain lower
interest rates on its  borrowings  from  affiliated  funds than it would through
traditional bank channels.

      Current  law  prohibits  the Fund from  borrowing  from other funds of the
OppenheimerFunds  complex.  However,  if the proposed  amendments  to the Fund's
fundamental  investment  restriction on borrowing are approved by  shareholders,
the Fund may apply to the  Securities  and  Exchange  Commission  ("SEC") for an
exemption from this prohibition.  There is, of course, no assurance that the SEC
would  act  favorably  on such a  request.  Until the SEC has  approved  such an
application to permit borrowing among funds of the OppenheimerFunds complex, the
proposed inter-fund borrowing program will not occur.

      The Fund will not borrow  from  affiliated  funds  unless the terms of the
borrowing  arrangement  are at least as  favorable  as the terms the Fund  could
otherwise  negotiate  with a third  party.  To assure  that the Fund will not be
disadvantaged  by borrowing from an affiliated fund,  certain  safeguards may be
implemented. An example of the types of safeguards which the SEC may require may
include  some or all of the  following:  the fund  will not  borrow  money  from
affiliated  funds unless the interest rate is more favorable than available bank
loan rates;  the Fund's  borrowing from affiliated funds must be consistent with
its  investment  objective  and  investment  policies;  the loan  rates  will be
determined by a  pre-established  formula based on quotations  from  independent
banks; if the Fund has outstanding  borrowings from all sources greater than 10%
of its total  assets,  then the Fund must  secure  each  additional  outstanding
interfund loan by the pledge of segregated collateral (see paragraph C "Pledging
of Assets," below);  the Fund cannot borrow from an affiliated fund in excess of
125% of its total  redemptions for the preceding seven days; each interfund loan
may be repaid on any day by the Fund;  and the Trustees  will be provided with a
report of all interfund  loans and the Trustees will monitor all such borrowings
to ensure that the Fund's participation is appropriate.

      In determining  to recommend the proposed  amendment to  shareholders  for
approval, the Board considered the possible risks to the Fund from participation
in the inter-fund  lending program.  There is a risk that a borrowing fund could
have a loan recalled on one day's notice.  In that  circumstance,  the borrowing
fund might have to borrow from a bank at a higher interest cost if money to lend
were not available from another  Oppenheimer fund. The Board considered that the
benefits to the Fund of participating in the program outweigh the possible risks
to the Fund from such participation.

      Shareholders  are  being  asked to  approve  an  amendment  to the  Fund's
fundamental  restriction  on  borrowing  and are also being  asked to approve an
amendment  to  the  Fund's  fundamental  restriction  on  lending  (paragraph  B
"Lending,"  below).  If this  proposal 4 is  adopted,  the Fund,  subject to its
investment  objectives  and  policies,  will  be  able  to  participate  in  the
inter-fund lending program as both a lender and a borrower.

B.  Lending.

      Under  the  1940  Act,  a fund's  restriction  regarding  lending  must be
fundamental.  Under its current restriction, the Fund is permitted to enter into
repurchase agreements,  which may be considered a loan, and is permitted to lend
its portfolio securities.

      It is proposed  that the  current  fundamental  restriction  be amended to
permit  the Fund to lend its  assets to  affiliated  investment  companies  (for
example,  other funds in the OppenheimerFunds  complex).  In addition,  the Fund
also  proposes to clearly  state that  investments  in debt  securities or other
similar  evidences of indebtedness  are not prohibited by the Fund's  investment
restriction on making loans.  Before an inter-fund  lending  arrangement  can be
established,  the Fund must  obtain  approval  from the SEC.  Implementation  of
inter-fund lending would be accomplished  consistent with applicable  regulatory
requirements,  including the  provisions of any order the SEC might issue to the
Fund and other Oppenheimer funds. The Fund has not yet applied for such an order
and there is no guarantee any such order would be granted,  even if applied for.
Until the SEC has approved an inter-fund lending application,  the Fund will not
engage  in  lending  with  affiliated  investment  companies.  As  amended,  the
restriction  on lending  for the Fund  would  remain a  fundamental  restriction
changeable only by the vote of a majority of the outstanding  voting  securities
as defined in the 1940 Act of that Fund.  The current and  proposed  fundamental
investment restrictions are set forth below.



<PAGE>




Current

The Fund cannot lend money.  However it can invest in debt  securities  that the
Fund's investment policies and restrictions permit it to purchase.  The Fund may
also lend its portfolio and enter into repurchase agreements.




Proposed

The Fund cannot make loans except (a) through lending of securities, (b) through
the  purchase of debt  securities  or similar  evidences  of  indebtedness,  (c)
through an interfund lending program with other affiliated funds,  provided that
no such loan may be made if, as a result,  the  aggregate  of such  loans  would
exceed  33-1/3% of the value of its total  assets  (taken at market value at the
time of such loans), and (d) through repurchase agreements.

<PAGE>




      The Fund is currently  permitted to lend it portfolio  securities in fully
collateralized  loans to certain  eligible  borrowers  approved  by the Board in
amounts  up to 10% of the value of total  assets.  Similarly,  the Fund may also
engage in repurchase agreements in amounts up to 10% the value of net assets for
those  repurchase  agreements  that  have a  maturity  beyond  seven  days.  For
shorter-term  repurchase  agreements,  there is no limit  on the  amount  of the
Fund's  net  assets  that may be  subject  to the  repurchase  agreement.  These
restrictions will continue to apply to the Fund.

      The reason for  lending  money to an  affiliated  fund is that the lending
fund may be able to obtain a higher rate of return  than it could from  interest
rates on alternative short-term investments. To assure that the Fund will not be
disadvantaged by making loans to affiliated  funds,  certain  safeguards will be
implemented. An example of the types of safeguards which the SEC may require may
include some or all of the following: the Fund will not lend money to affiliated
funds unless the interest rate on such loan is determined to be reasonable under
the  circumstances;  the Fund may not make interfund  loans in excess of 7.5% of
its net assets; an interfund loan to any one affiliated fund shall not exceed 5%
of the Fund's net assets; an interfund loan may not be outstanding for more than
seven days; each interfund loan may be called on one business day's notice;  and
the  Manager  will  provide  the  Trustees   reports  on  all  inter-fund  loans
demonstrating that the Fund's  participation is appropriate and that the loan is
consistent with its investment objectives and policies.

      When the Fund lends assets to another affiliated fund, the lending fund is
subject to credit risks if the borrowing fund fails to repay the loan.
The Trustees believe that the risk is minimal.

C.  Pledging of Assets.

      The Fund is  currently  subject to a  fundamental  investment  restriction
concerning  the  pledging  of Fund  assets.  It is  proposed  that this  current
fundamental  investment  restriction  be  eliminated.  The  current  fundamental
investment restriction is set forth below.

                                     Current

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

      The existing  restriction is not required to be fundamental under the 1940
Act, and therefore, the Board believes that the Fund should be provided with the
maximum flexibility  permitted by law to pursue its investment  objectives.  The
1940 Act  prohibitions  on  borrowing  by the Fund  would  continue  to apply as
discussed above in Paragraph A "Borrowing".  Therefore, the Fund will be able to
pledge up to  33-1/3%  of its total  assets  for  borrowing  money and for other
purposes. The Trustees recommend that this restriction be eliminated so that the
Fund may enter into collateral  arrangements entered into in connection with its
borrowing requirements and consistent with paragraph A "Borrowing."

D.    Diversification

      The Fund is  currently  subject to a  fundamental  investment  restriction
concerning the  diversification of Fund assets. It is proposed that this current
restriction be amended to exclude securities of other investment  companies from
the restriction. As amended, the restriction would remain fundamental changeable
only by the vote of a majority of the outstanding  voting securities of the Fund
as defined in the 1940 Act.  The current  and  proposed  fundamental  investment
restrictions are set forth below.

Current                               Proposed
The  Fund  cannot  buy   securities   The Fund  cannot  buy  securities
issued  or  guaranteed  by any  one   issued or  guaranteed  by any one
issuer  if  more  than  5%  of  its   issuer  if  more  than  5% of its
total  assets  would be invested in   total  assets  would be  invested
securities  of that issuer or if it   in  securities  of that issuer or
would  then  own  more  than 10% of   if it would  then  own more  than
that  issuer's  voting  securities.   10%  of  that   issuer's   voting
The   limit   does  not   apply  to   securities.    That   restriction
securities   issued   by  the  U.S.   applies  to  75%  of  the  Fund's
government  or any of its  agencies   total  assets.   The  limit  does
or instrumentalities.                 not  apply to  securities  issued
                                      by the U.S.  government or any of
                                      its          agencies          or
                                      instrumentalities  or  securities
                                      of other investment companies.



<PAGE>


      The percentage limits in the current and proposed  fundamental  investment
restrictions  are  imposed  by the 1940 Act.  It is  proposed  that the  current
restriction  be  amended  to permit  the Fund to lend its  assets to  affiliated
investment companies (for example, other funds in the OppenheimerFunds complex),
as discussed  previously  in paragraph B of Proposal 4 "Lending,"  and to permit
the Fund to enter into  fund-of-funds  arrangements.  The ability of the Fund to
invest in other  investment  companies is restricted by Section  12(d)(1) of the
1940 Act.  Section  12 was  amended in 1996 by NSMIA to permit  mutual  funds to
enter into fund of funds or master/feeder  arrangements  with other mutual funds
in a fund complex,  and granted the SEC broad powers to provide exemptive relief
for  these  purposes.  The Fund is a party to an  exemptive  order  from the SEC
permitting it to enter into a fund of funds arrangement. While the Fund does not
yet participate in a fund of funds arrangement, it may do so in the future.


<PAGE>


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

PROPOSAL 5: TO AUTHORIZE THE TRUSTEES TO ADOPT AN AMENDED AND
RESTATED DECLARATION OF TRUST

      The Board of Trustees has approved and recommends that the shareholders of
the  Fund  authorize  them  to  adopt  and  execute  the  Amended  and  Restated
Declaration  of Trust for the Fund in the form attached to this Proxy  Statement
as Exhibit A (New  Declaration of Trust).  The attached New Declaration of Trust
has been marked to show changes from the Fund's  existing  Declaration  of Trust
(Current  Declaration of Trust).  The New  Declaration of Trust is a more modern
form of trust instrument for a Massachusetts  business trust, and going forward,
will be used as the standard  Declaration of Trust for all new  OppenheimerFunds
Massachusetts business trusts.

      Adoption of the New Declaration of Trust will not result in any changes in
the Fund's  Trustees or officers or in the investment  policies and  shareholder
services described in the Fund's current prospectus.

      Generally, a majority of the Trustees may amend the Current Declaration of
Trust when authorized by a "majority of the outstanding  voting  securities" (as
defined in the 1940 Act) of the trust. The Trustees approved the form of the New
Declaration of Trust and  authorized  the  submission of the New  Declaration of
Trust to the Fund's shareholders for their authorization at this Meeting.

      The New Declaration of Trust amends the Current  Declaration of Trust in a
number of significant ways. The following discussion summarizes some of the more
significant  amendments to the Current  Declaration of Trust effected by the New
Declaration of Trust.

In addition to the changes  described  below,  there are other  substantive  and
stylistic  differences  between  the New  Declaration  of Trust and the  Current
Declaration  of Trust.  The  following  summary is  qualified in its entirety by
reference to the New Declaration of Trust itself, which is attached as Exhibit A
to this Proxy Statement.

Significant Changes Effected by the New Declaration of Trust.

Reorganization  of the  Trust or Its  Series  or  Classes.  Unlike  the  Current
Declaration  of  Trust,  the New  Declaration  of Trust  generally  permits  the
Trustees, subject to applicable Federal and state law, to reorganize the Fund or
any of its series or classes into another entity without  shareholder  approval.
The  Current  Declaration  of Trust  requires  shareholder  approval in order to
reorganize the Fund or any of its series. Currently, the Fund is the sole series
of the Trust.

      Under certain  circumstances,  it may not be in the shareholders' interest
to require a  shareholder  meeting to permit the Fund or a series of the Fund to
reorganize  into another  entity.  For example,  in order to reduce the cost and
scope of state  regulatory  constraints or to take advantage of a more favorable
tax treatment offered by another state, the Trustees may determine that it would
be in the shareholders' interests to reorganize the Fund or a series of the Fund
to domicile it in another  state or to change its legal form.  Under the Current
Declaration  of  Trust,  the  Trustees  cannot  effectuate  such  a  potentially
beneficial  reorganization  without first  conducting a shareholder  meeting and
incurring the attendant  costs and delays.  In contrast,  the New Declaration of
Trust gives the Trustees the  flexibility  to reorganize  the Fund or any of its
series and achieve  potential  shareholder  benefits without incurring the delay
and potential costs of a proxy  solicitation.  Such  flexibility  should help to
assure that the Fund operates under the most  appropriate  form of organization.
The Trustees  have no intention  at this time of  reorganizing  the Fund in to a
newly formed entity.

      Before  allowing a trust or a series  reorganization  to  proceed  without
shareholder  approval,  the Trustees  have a fiduciary  responsibility  to first
determine that the proposed  transaction is in the shareholders'  interest.  Any
exercise of the Trustees' increased authority under the New Declaration of Trust
is also subject to any applicable requirements of the 1940 Act and Massachusetts
law. Of course,  in all cases,  the New  Declaration of Trust would require that
shareholders receive written notification of any transaction.

      The New  Declaration  of Trust does not give the Trustees the authority to
merge a series with another  operating mutual fund or sell all or a portion of a
series'  assets  to  another   operating   mutual  fund  without  first  seeking
shareholder approval.  Under the New Declaration of Trust,  shareholder approval
is still required for these transactions.

Termination  of  the  Trust  or  its  Series  or  Classes.  Unlike  the  Current
Declaration  of  Trust,  the New  Declaration  of Trust  generally  permits  the
Trustees, subject to applicable Federal and state law, to terminate the Trust or
any of its series or classes of shares without  shareholder  approval,  provided
the Trustees  determine that such action is in the best interest of shareholders
affected.  Affected  shareholders  would  receive  written  notice  of any  such
termination.  The Trustees have no current intention of terminating the Fund, or
a series or class of shares.

      Under certain  circumstances,  it may not be in the shareholders' interest
to require a  shareholder  meeting to permit the Trustees to terminate the Trust
or a series or class of shares.  For  example,  a series  may have  insufficient
assets  to  invest  effectively  or a  series  or a class  of  shares  may  have
excessively   high  expense  levels  due  to  operational   needs.   Under  such
circumstances,  absent  viable  alternatives,  the Trustees may  determine  that
terminating the series or class of shares is in the  shareholders'  interest and
the only  appropriate  course of action.  The process of  obtaining  shareholder
approval of the  series' or  classes'  termination  may,  however,  make it more
difficult to complete the series' or classes'  liquidation and termination  and,
in general,  will increase the costs associated with the termination.  In such a
case, it may be in the shareholders'  interest to permit the series' or classes'
termination without incurring the costs and delays of a shareholder meeting.

      As  discussed  above,  before  allowing  the Fund or a series  or class to
terminate  without   shareholder   approval,   the  Trustees  have  a  fiduciary
responsibility  to first  determine  that  the  proposed  transaction  is in the
shareholders'  interest. Any exercise of the Trustees' increased authority under
the New  Declaration of Trust is also subject to any applicable  requirements of
the 1940  Act and  Massachusetts  law,  and  shareholders'  receipt  of  written
notification of the transaction.

Future  Amendments of the  Declaration  of Trust.  The New  Declaration of Trust
permits the Trustees, with certain exceptions, to amend the Declaration of Trust
without shareholder approval.  Under the New Declaration of Trust,  shareholders
generally have the right to vote on any amendment affecting their right to vote,
on any amendment affecting the New Declaration of Trust's amendment  provisions,
on any amendment affecting the shareholders'  rights to indemnification,  and on
any amendment  affecting the shareholders'  rights to vote on the merger or sale
of the  Trust's,  series',  or classes'  assets to another  issuer.  The Current
Declaration  of Trust,  on the other  hand,  generally  gives  shareholders  the
exclusive  power  to  amend  the  Declaration  of  Trust  with  certain  limited
exceptions.   By  allowing   amendment  of  the  Declaration  of  Trust  without
shareholder  approval,  the New  Declaration  of Trust  gives the  Trustees  the
necessary  authority  to react  quickly to future  contingencies.  As  mentioned
above, such increased authority remains subordinate to the Trustees'  continuing
fiduciary obligations to act with due care and in the shareholders' interest.

            Other Changes Effected by the New Declaration of Trust

      In  addition  to  the  significant   changes   described  above,  the  New
Declaration  of Trust  modifies the Current  Declaration of Trust in a number of
important ways, including the following:

a.           The New  Declaration of Trust clarifies that no shareholders of any
             series or class shall have a claim on the assets of another  series
             or class.

b.               As a general matter,  the New Declaration of Trust modifies the
                 Current Declaration of Trust to incorporate appropriate
           references to classes       of shares.

c.           The New  Declaration of Trust  modifies the Current  Declaration of
             Trust by changing  the par value of the Trust's  shares from no par
             value to $.001 par value.

d.           The New  Declaration of Trust  modifies the Current  Declaration of
             Trust by giving the  Trustees  the power to effect a reverse  stock
             split, and to make distributions in-kind.

e.    The New  Declaration of Trust  modifies the Current  Declaration of Trust
             so that all Shares of all  Series  vote  together  on issues to be
             voted on unless (i)  separate  Series or Class voting is otherwise
             required  by the  1940  Act or the  instrument  establishing  such
             Shares,  in  which  case  the  provisions  of the 1940 Act or such
             instrument, as applicable,  will control, or (ii) unless the issue
             to be voted on  affects  only  particular  Series or  Classes,  in
             which case only Series or Classes so affected  will be entitled to
             vote.

f.           The New  Declaration  of Trust  clarifies that proxies may be voted
             pursuant  to  any  computerized,   telephonic  or  mechanical  data
             gathering device, that Shareholders  receive one vote per Share and
             a proportional fractional vote for each fractional share, and that,
             at a meeting, Shareholders may vote on issues with respect to which
             a quorum is present,  while  adjourning  with respect to issues for
             which a quorum is not present.

g.    The New Declaration of Trust clarifies  various  existing trustee powers.
             For  example,  the New  Declaration  of Trust  clarifies  that the
             Trustees  may appoint and  terminate  agents and  consultants  and
             hire and  terminate  employees;  in  addition  to banks  and trust
             companies,  the  Trustees may employ as fund  custodian  companies
             that  are  members  of a  national  securities  exchange  or other
             entities  permitted  under  the 1940 Act;  to  retain  one or more
             transfer  agents  and employ  sub-agents;  delegate  authority  to
             investment  advisers and other agents or independent  contractors;
             pledge,  mortgage  or  hypothecate  the assets of the  Trust;  and
             operate and carry on the business of an  investment  company.  The
             New  Declaration of Trust clarifies or adds to the list of trustee
             powers.  For example,  the Trustees may sue or be sued in the name
             of the Trust;  make loans of cash  and/or  securities;  enter into
             joint  ventures,   general  or  limited   partnerships  and  other
             combinations or associations;  endorse or guarantee the payment of
             any notes or other  obligations of any person or make contracts of
             guarantee  or  suretyship  or  otherwise   assume   liability  for
             payment;  purchase  insurance  and/or  bonding;  pay  pensions and
             adopt  retirement,  incentive and benefit  plans;  and adopt 12b-1
             plans.

h.           The New  Declaration  of Trust  clarifies that the Trust may redeem
             shares of a class or series held by a  shareholder  for any reason,
             including  but  not  limited  to  reimbursing   the  Trust  or  the
             distributor for the  shareholder's  failure to make timely and good
             payment; failure to supply a tax identification number; and failure
             to  maintain  a  minimum  account  balance  as  established  by the
             Trustees from time to time.

i.           The New  Declaration of Trust clarifies that a trust is created and
             not a partnership, joint stock association,  corporation, bailment,
             or any other form of legal  relationship,  and expressly  disclaims
             shareholder  and trustee  liability for the acts and obligations of
             the Trust.

j.           The New  Declaration of Trust clarifies that the Trustees shall not
             be  responsible  or liable  for any  neglect or  wrongdoing  of any
             officer,  agent,  employee,  consultant,   adviser,  administrator,
             distributor or principal  underwriter,  custodian or transfer agent
             of the  Trust nor shall a  trustee  be  responsible  for the act or
             omission of any other Trustee.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS YOU APPROVE THIS PROPOSAL

                     INFORMATION ABOUT THE FUND

      The SEC requires that the following  information be provided to the Fund's
shareholders.

Fund  Information.  As of July  __,  2000,  the Fund  had  _____________  shares
outstanding,  consisting  of  _____________  Class  A,  ______________  Class B,
_____________  Class C and ________ Class Y shares. Each share has voting rights
as stated in this Proxy  Statement  and is  entitled  to one vote for each share
(and a fractional vote for a fractional share).

Beneficial  Owners.  Occasionally,  the  number  of  shares  of the Fund held in
"street name"  accounts of various  securities  dealers for the benefit of their
clients  may exceed 5% of the total  shares  outstanding.  As of July __,  2000,
Merrill Lynch Pierce Fenner & Smith for the sold benefit of its customers,  4800
Deer Lake Drive E FL.3,  Jacksonville,  Fl. 32246-6484,  held _________or __% of
the outstanding  Class B shares of the Fund and  OppenheimerFunds,  Inc., 6803 S
Tuscon Way, Englewood,  CO. 80112-3924,  held 100.000 or 100% of the outstanding
Class Y shares of the Fund.

The Manager, the Distributor and the Transfer Agent. Subject to the authority of
the Board of Trustees,  the Manager is responsible for the day-to-day management
of the Fund's business,  pursuant to its investment  advisory agreement with the
Fund.  OppenheimerFunds  Distributor,  Inc., a  wholly-owned  subsidiary  of the
Manager,  is the general  distributor (the  "Distributor") of the Fund's shares.
OppenheimerFunds  Services,  a division  of the  Manager,  located at 6803 South
Tucson  Way,  Englewood,  CO  80112,  serves  as the  transfer  and  shareholder
servicing agent (the "Transfer  Agent") for the Funds on an "at cost" basis, for
which it was paid $_______________ by the Fund during the fiscal year ended June
30, 2000.

      The Manager  (including  subsidiaries  and affiliates)  currently  manages
investment  companies,  including other  Oppenheimer  funds, with assets of more
than $125 billion as of March 31, 2000, and with more than 5 million shareholder
accounts.  The Manager is a wholly-owned  subsidiary of Oppenheimer  Acquisition
Corp.  ("OAC"),  a holding  company  controlled  by  Massachusetts  Mutual  Life
Insurance  Company  ("MassMutual").  The Manager,  the  Distributor  and OAC are
located at Two World  Trade  Center,  New York,  New York 10048.  MassMutual  is
located at 1295 State Street, Springfield, Massachusetts 01111. OAC acquired the
Manager on October 22,  1990.  As  indicated  below,  the common stock of OAC is
owned by (i) certain officers and/or  directors of the Manager,  (ii) MassMutual
and (iii) another  investor.  No institution or person holds 5% or more of OAC's
outstanding common stock except  MassMutual.  MassMutual has engaged in the life
insurance business since 1851.

      The common  stock of OAC is divided  into three  classes.  Effective as of
August 1, 1997, OAC declared a ten for one stock split. At December 31, 1999, on
a post-split basis,  MassMutual held (i) all of the 21,600,000 shares of Class A
voting  stock,  (ii)  8,667,670  shares  of  Class B  voting  stock,  and  (iii)
15,022,072 shares of Class C non-voting  stock.  This  collectively  represented
89.5% of the  outstanding  common stock and 85% of the voting power of OAC as of
that date.  Certain  officers and/or directors of the Manager held (i) 3,660,540
shares of the Class B voting stock,  representing 7.2% of the outstanding common
stock and 10.3% of the voting  power,  and (ii)  options  acquired  without cash
payment which, when they become exercisable, allow the holders to purchase up to
5,170,889  shares of Class C non-voting  stock.  That group includes persons who
serve as officers of the Fund and Bridget A. Macaskill,  who serves as President
and a Trustee of the Fund.
      Holders  of OAC Class B and  Class C common  stock  may put  (sell)  their
shares and vested  options to OAC or  MassMutual  at a formula  price  (based on
earnings of the Manager). MassMutual may exercise call (purchase) options on all
outstanding  shares of both such classes of common  stock and vested  options at
the same formula price.  From the period July 1, 1999 to June 30, 2000, the only
transactions on a post-split  basis by persons who serve as Trustees of the Fund
were by Mr. Swain who surrendered for cancellation  ____________ options to Mass
Mutual for a cash payment of  $_____________,  Ms. Macaskill who surrendered for
cancellation  __________  options  to  Mass  Mutual  for  a  cash  payment  of $
___________and Mr. Bowen who sold ___________ shares of Class B OAC common stock
to Mass  Mutual and  surrendered  for  cancellation  __________  options to Mass
Mutual for a cash payment of $_____________.
      The  names  and  principal  occupations  of the  executive  officers  and
directors  of the  Manager  are as follows:  Bridget A.  Macaskill,  President,
Chief Executive Officer and a director;  James C. Swain, Vice Chairman;  Jeremy
Griffiths,  Executive Vice President,  Chief Financial  Officer and a director;
O. Leonard  Darling,  Executive  Vice President and Chief  Investment  Officer;
Andrew J. Donohue,  Executive Vice  President,  General Counsel and a director;
George Batejan,  Executive Vice President and Chief Information Officer;  Craig
Dinsell,  Loretta  McCarthy,  James Ruff and  Andrew  Ruotolo,  Executive  Vice
Presidents;  Brian W. Wixted,  Senior Vice  President  and  Treasurer;  Charles
Albers,  Victor Babin,  Bruce Bartlett,  Robert A. Densen,  Ronald H. Fielding,
Robert B. Grill,  Robert Guy, Steve Ilnitzki,  Lynn Oberist Keeshan,  Thomas W.
Keffer,  Avram Kornberg,  John S. Kowalik,  Andrew J. Mika, David Negri, Robert
E. Patterson,  Russell Read,  Richard  Rubinstein,  Christian D. Smith,  Arthur
Steinmetz,  John Stoma,  Jerry A. Webman,  William L. Wilby,  Donna Winn, Carol
Wolf,  Kurt  Wolfgruber,  Robert G. Zack,  and Arthur J.  Zimmer,  Senior  Vice
Presidents.  These  officers  are  located  at one of the three  offices of the
Manager:  Two World Trade Center,  New York, NY  10048-0203;  6803 South Tucson
Way, Englewood, CO 80112; and 350 Linden Oaks, Rochester, NY 14625-2807.

Custodian.  The Bank of New York, Mutual Funds Division,  100 Church Street, New
York, NY 10286, acts as custodian of the Fund's securities and other assets.

Reports to  Shareholders  and Financial  Statements.  The Semi-Annual and Annual
Reports to Shareholders of the Fund,  including financial statements of the Fund
for period  ended  December  31, 1999 and the fiscal  year ended June 30,  2000,
respectively,  have  previously  been sent to all  shareholders.  Upon  request,
shareholders  may obtain  without  charge a copy of the Annual Report by writing
the Fund at the address above or calling the Fund at 1.800.525.7048.

FURTHER INFORMATION ABOUT VOTING AND THE MEETING

Solicitation of Proxies.  The cost of soliciting  these proxies will be borne by
the Fund.  In addition to  solicitations  by mail,  proxies may be  solicited by
officers or employees of the Fund's  transfer  agent or by officers or employees
of the Fund's  investment  adviser,  personally  or by telephone  or  telegraph;
without  extra   compensation.   Proxies  may  also  be  solicited  by  a  proxy
solicitation firm hired at the Fund's expense for such purpose.  Brokers,  banks
and other  fiduciaries may be required to forward  soliciting  material to their
principals  and to obtain  authorization  for the  execution  of proxies.  It is
anticipated that the cost of engaging a proxy solicitation firm would not exceed
$3,500 plus the  additional  costs which  would be incurred in  connection  with
contacting  those  shareholders who have not voted. For those services they will
be reimbursed by the Fund for their out-of-pocket expenses.

Voting By  Broker-Dealers.  Shares  owned of record  by  broker-dealers  for the
benefit  of  their  customers  ("street  account  shares")  will be voted by the
broker-dealer  based  on  instructions  received  from  its  customers.   If  no
instructions  are received,  the  broker-dealer  may (if permitted by applicable
stock  exchange  rules) as record  holder vote such  shares for the  election of
Trustees and on the Proposals in the same proportion as that broker-dealer votes
street account shares for which voting  instructions were received in time to be
voted.  A "broker  non-vote"  is deemed to exist  when a proxy  received  from a
broker indicates that the broker does not have  discretionary  authority to vote
the shares on that matter.  Abstention's and broker non-votes will have the same
effect as a vote against the proposal.

Quorum.  A majority of the shares  outstanding and entitled to vote,  present in
person or represented by proxy, constitutes a quorum at the Meeting. Shares over
which  broker-dealers  have  discretionary  voting power,  shares that represent
broker  non-votes and shares whose proxies reflect an abstention on any item are
all counted as shares  present and entitled to vote for purposes of  determining
whether the required quorum of shares exists.

Required Vote.  Approval of Proposal 1 requires a plurality vote and approval of
proposal 2 requires a majority  vote of the  outstanding  shares  present at the
meeting.  Approval of Proposals 3 through 5 requires the  affirmative  vote of a
majority  of the  outstanding  voting  securities  of  the  Fund  voting  in the
aggregate  and not by class.  As defined in the 1940 Act, the vote of a majority
of the  outstanding  shares  means  the  vote of (1)  67% or more of the  Fund's
outstanding shares present at a meeting,  if the holders of more than 50% of the
outstanding  shares of the Fund are present or represented by proxy; or (2) more
than 50% of the Fund's outstanding shares, whichever is less.

      If a  shareholder  executes  and returns a proxy but fails to indicate how
the votes  should be cast,  the proxy will be voted in favor of the  election of
each of the nominees  named in this Proxy  Statement for Trustee and in favor of
each Proposal.

      You may revoke  your  previously  granted  proxy at any time  before it is
exercised (1) by delivering a written notice to the Fund expressly revoking your
proxy, (2) by signing and forwarding to the Fund a later-dated  proxy, or (3) by
attending the Meeting and casting your votes in person.

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

                                  OTHER MATTERS

      Management  of the Fund  knows of no  business  other  than the  Proposals
specified  above that will be presented at the Meeting.  Since matters not known
at the time of the  solicitation  may come  before  the  Meeting,  the  proxy as
solicited  confers  discretionary  authority  with  respect  to such  matters as
properly come before the Meeting,  including  any  adjournment  or  adjournments
thereof,  and it is the intention of the persons named as  attorneys-in-fact  in
the proxy to vote the proxy in accordance with their judgment on such matters.

      The Board does not intend to bring any matters  before the  Meeting  other
than  Proposals 1 through 5 and is not aware of any other  matters to be brought
before the Meeting by others.  If any other  matters do properly come before the
Meeting, the persons named in the enclosed proxy will use their best judgment in
voting on such matters.

      In the event  sufficient votes in favor of one or more Proposals set forth
in the Notice of Meeting of  Shareholders  are not  received  by the date of the
Meeting,  the  persons  named in the  enclosed  proxy  may  propose  one or more
adjournments  of the  Meeting.  If a quorum is present but  sufficient  votes in
favor of one or more of the Proposals have not been received,  the persons named
as proxies may propose one or more adjournments of the Meeting to permit further
solicitation of proxies with respect to any such 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 in
this proxy statement prior to any such  adjournment if sufficient  votes for its
approval have been received and it is otherwise appropriate.

                               By Order of the Board of Trustees,


                               Andrew J. Donohue, Secretary
                                  July __, 2000


burns\proxies\MSSmallCap_2000

<PAGE>


                   AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                     OPPENHEIMER MAIN STREET SMALL CAP FUND


      This AMENDED AND RESTATED DECLARATION OF TRUST, made as of the 22nd day of
June 22, 1999, by and among the individuals  executing this Amended and Restated
Declaration  of Trust as the Trustees,  and amended and restated this ___ day of
___________, 2000.

      WHEREAS, the Trustees wish to establish a trust fund under the laws of the
Commonwealth  of  Massachusetts,  for the investment and  reinvestment  of funds
contributed   thereto;   desire  to  make  certain  permitted  changes  to  said
Declaration of Trust;



      WHEREAS,   such  changes  have  been  approved  by  the  Fund's   initial
shareholder;

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

      ARTICLE FIRST - NAME

      FIRST:  This Trust shall be known as  OPPENHEIMER  MAIN STREET  SMALL CAP
FUND.  The  address  of the Trust  Oppenheimer  Main  Street  Small Cap Fund is
6803 S. Tucson  Tuscon  Way,  Englewood,  CO 80112.  The  Registered  Agent for
Service in Massachusetts is Massachusetts  Mutual Life Insurance Company,  1295
State Street, Springfield, Massachusetts 01111, Attention:  Stephen Kuhn, Esq.

      ARTICLE SECOND - DEFINITIONS

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

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

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

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

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

      4 5. "Class" means a class of a series of Shares (as defined below) shares
of the  Trust  established  and  designated  under  or in  accordance  with  the
provisions of Article FOURTH.

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

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

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

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

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

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

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

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

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

      ARTICLE THIRD - PURPOSE OF TRUST

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

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

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

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

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

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

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

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

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

      ARTICLE FOURTH - SHARES:

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

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

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

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

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

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

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

      3. Without  limiting the authority of the Trustees set forth in part parts
1 and 2 of this Article  FOURTH to establish and designate any further Series or
Classes of Series, the Trustees hereby divide the single establish one Series of
Shares of the Trust having the same name as the Trust,  and said Shares shall be
divided into four Classes,  which shall be designated  Class A, Class B, Class C
and Class Y. The Shares of that Series and any Shares of any  further  Series or
Classes In addition to the rights and preferences  described in parts 1 and 2 of
this Article  FOURTH with respect to Series and Classes,  the Series and Classes
established  hereby shall have the relative rights and preferences  described in
this part 3 of this Article  FOURTH.  The Shares of any Series or Class that may
from time to time be  established  and  designated by the Trustees shall (unless
the Trustees otherwise  determine with respect to some further Series or Classes
at the time of  establishing  and  designating  the  same)  have  the  following
relative rights and preferences:

           (a) Assets Belonging to Series or Class. All  consideration  received
by the Trust for the issue or sale of Shares of a particular Series or any Class
thereof,  together  with all assets in which such  consideration  is invested or
reinvested,  all income, earnings,  profits, and proceeds thereof, including any
proceeds derived from the sale,  exchange or liquidation of such assets, and any
funds or payments  derived from any  reinvestment  of such  proceeds in whatever
form  the same may be,  shall  irrevocably  belong  to that  Series  (and may be
allocated to any Classes  thereof) for all purposes,  subject only to the rights
of  creditors,  and shall be so recorded upon the books of account of the Trust.
Such consideration,  assets,  income,  earnings,  profits, and proceeds thereof,
including any proceeds  derived from the sale,  exchange or  liquidation of such
assets,  and any  funds  or  payments  derived  from  any  reinvestment  of such
proceeds,  in whatever  form the same may be,  together  with any General  Items
allocated  to that  Series as  provided in the  following  sentence,  are herein
referred to as "assets  belonging  to" that Series.  In the event that there are
any assets, income, earnings,  profits, and proceeds thereof, funds, or payments
which  are not  readily  identifiable  as  belonging  to any  particular  Series
(collectively  "General Items"),  the Trustees shall allocate such General Items
to and among any one or more of the Series  established and designated from time
to time in such manner and on such basis as they, in their sole discretion, deem
fair and  equitable;  and any General Items so allocated to a particular  Series
shall belong to that Series (and be allocable to any Classes thereof). Each such
allocation by the Trustees shall be conclusive and binding upon the shareholders
of all Series for all  purposes.  Shareholders  of all Series  (and any  Classes
thereof) for all purposes. No Shareholder or former Shareholder of any Series or
Class shall have a claim on or any right to any assets allocated or belonging to
any other Series or Class.

           (b) (1) Liabilities  Belonging to Series. The liabilities,  expenses,
costs,  charges and  reserves  attributable  to each Series shall be charged and
allocated  to the assets  belonging to each  particular  Series shall be charged
with the  liabilities  of the Trust in respect of that Series and all  expenses,
costs,   charges  and  reserves   attributable  to  that  Series.   Any  general
liabilities, expenses, costs, charges or and reserves of the Trust which are not
identifiable  as belonging  to any  particular  Series  shall be  allocated  and
charged by the  Trustees to and among any one or more of the Series  established
and  designated  from  time  to time in such  manner  and on such  basis  as the
Trustees in their sole  discretion  deem fair and  equitable.  The  liabilities,
expenses,  costs,  charges and reserves  allocated and so charged to each Series
are  herein  referred  to  as  "liabilities  belonging  to"  that  Series.  Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall be  conclusive  and binding  upon the  shareholders  of all Series for all
purposes.

                (2)  Liabilities  Belonging  to a Class.  If a Series is divided
into more than one Class, the liabilities, expenses, costs, charges and reserves
attributable  to a Class  shall be charged and  allocated  to the Class to which
such liabilities,  expenses,  costs,  charges or reserves are attributable.  Any
general  liabilities,  expenses,  costs,  charges or reserves  belonging  to the
Series which are not  identifiable as belonging to any particular Class shall be
allocated  and  charged  by the  Trustees  to and  among  any one or more of the
Classes  established and designated from time to time in such manner and on such
basis as the  Trustees in their sole  discretion  deem fair and  equitable.  The
liabilities,  expenses,  costs, charges and reserves allocated and so charged to
each Class are herein referred to as "liabilities belonging to" that Class. Each
allocation of liabilities, expenses, costs, charges and reserves by the Trustees
shall  be  conclusive  and  binding  upon the  holders  of all  Classes  for all
purposes.

           (c) Dividends.  Dividends and distributions on Shares of a particular
Series or Class may be paid to the  holders  of Shares of that  Series or Class,
with  such  frequency  as the  Trustees  may  determine,  which  may be daily or
otherwise, pursuant to a standing resolution or resolutions adopted only once or
with such frequency as the Trustees may determine,  from such of the income and,
capital  gains,  accrued or realized,  and capital and surplus,  from the assets
belonging  to that Series or Class,  , or in the case of a Class,  belonging  to
such Series and being  allocable to such Class,  as the Trustees may  determine,
after providing for actual and accrued  liabilities  belonging to such Series or
Class. All dividends and distributions on Shares of a particular Series or Class
shall be  distributed  pro rata to the  Shareholders  of such Series or Class in
proportion  to the  number  of  Shares  of such  Series  or  Class  held by such
Shareholders at the date and time of record  established for the payment of such
dividends  or  distributions,  except that in  connection  with any  dividend or
distribution program or procedure the Trustees may determine that no dividend or
distribution  shall be payable on Shares as to which the Shareholder's  purchase
order and/or payment have not been received by the time or times  established by
the Trustees under such program or procedure.  Such dividends and  distributions
may be made in cash or Shares of that Series or Class or a  combination  thereof
as  determined  by the Trustees or pursuant to any program that the Trustees may
have in effect at the time for the election by each  Shareholder  of the mode of
the  making of such  dividend  or  distribution  to that  Shareholder.  Any such
dividend  or  distribution  paid in Shares  will be paid at the net asset  value
thereof as determined in accordance  with paragraph part 13 of Article  SEVENTH.
Notwithstanding  anything  in this  Declaration  of Trust to the  contrary,  the
Trustees  may at any time  declare and  distribute  a dividend of stock or other
property pro rata among the Shareholders of a particular  Series or Class at the
date and  time of  record  established  for the  payment  of such  dividends  or
distributions.

           (d)  Liquidation.  In the event of the  liquidation or dissolution of
the Trust or any Series or Class thereof,  the  Shareholders  of each Series and
all Classes of each Series that have been  established  and  designated  and are
being  liquidated  and  dissolved  shall be entitled to receive,  as a Series or
Class, when and as declared by the Trustees,  the excess of the assets belonging
to that  Series  or,  in the  case of a  Class,  belonging  to that  Series  and
allocable to that Class, over the liabilities belonging to that Series or Class.
Upon the liquidation or dissolution of the Trust or any Series or Class pursuant
to this part 3(d) of this Article FOURTH the Trustees shall make  provisions for
the payment of all outstanding obligations, taxes and other liabilities, accrued
or contingent, of the Trust or that Series or Class. The assets so distributable
to the  Shareholders of any particular  Class or and Series shall be distributed
among such  Shareholders  in proportion to the number of Shares of such Class of
that Series held by them and  recorded  on the books of the Trust  relative  net
asset  value of such  Shares.  The  liquidation  of the Trust or any  particular
Series or Class  thereof may be  authorized at any time by vote of a majority of
the  Trustees  or  instrument  executed  by a majority  of their  number then in
office,  provided  the  Trustees  find  that it is in the best  interest  of the
Shareholders  of  such  Series  or  Class  or  as  otherwise  provided  in  this
Declaration of Trust or the instrument  establishing  such Series or Class.  The
Trustees shall provide written notice to affected  shareholders of a termination
effected under this part 3(d) of this Article FOURTH.

           (e) Transfer.  All Shares of each particular Series or Class shall be
transferable,  but transfers of Shares of a particular  Class or and Series will
be recorded on the Share transfer records of the Trust applicable to such Series
or Class of that  Series,  as kept by the Trust or by any  transfer  or  similar
agent,  as the case may be,  only at such times as  Shareholders  shall have the
right to  require  the  Trust to redeem  Shares of such  Series or Class of that
Series and at such other times as may be permitted by the Trustees.

           (f) Equality.  All Shares of each Series Except as provided herein or
in the instrument  designating and  establishing any Series or Class, all Shares
of a particular Series or Class shall represent an equal proportionate  interest
in the assets belonging to that Series, or in the case of a Class,  belonging to
that Series and allocable to that Class,  (subject to the liabilities  belonging
to such that Series or any Class of that Series)  Class),  and each Share of any
particular Series or Class shall be equal to each other Share of that Series and
Shares of each Class of a Series  shall be equal to each other  Share of such or
Class;  but the provisions of this sentence shall not restrict any  distinctions
permissible under this Article FOURTH that may exist with respect to Shares of a
Series or the different Classes of a Series.  The Trustees may from time to time
divide or combine the Shares of any particular Class or Series into a greater or
lesser  number of  Shares  of that  Class or  Series  without  thereby  changing
provided that such  division or  combination  does not change the  proportionate
beneficial interest in the assets belonging to that Class or Series or allocable
to that Class or in any way  affecting  affect the rights of Shares of any other
Class or Series.

           (g) Fractions.  Any fractional  Share of any Class and or Series,  if
any such fractional Share is outstanding,  shall carry  proportionately  all the
rights and  obligations  of a whole  Share of that Class and  Series,  including
those rights and  obligations  with respect to voting,  receipt of dividends and
distributions, redemption of Shares, and liquidation of the Trust.

           (h) Conversion Rights. Subject to compliance with the requirements of
the 1940 Act, the Trustees shall have the authority to provide  whether that (i)
holders of Shares of any Series  shall have the right to  exchange  said  Shares
into Shares of one or more other Series of Shares, (ii) holders of shares of any
Class  shall have the right to  exchange  said Shares into Shares of one or more
other  Classes of the same or a different  Series,  and/or (iii) the Trust shall
have the right to carry out  exchanges of the  aforesaid  kind,  in each case in
accordance  with such  requirements  and procedures as may be established by the
Trustees.

           (i) Ownership of Shares. The ownership of Shares shall be recorded on
the books of the Trust or of a transfer  or similar  agent for the Trust,  which
books  shall be  maintained  separately  for the Shares of each Class and Series
that has been  established  and  designated.  No  certification  certifying  the
ownership  of  Shares  need be  issued  except  as the  Trustees  may  otherwise
determine  from time to time.  The Trustees may make such rules as they consider
appropriate  for the  issuance  of  Share  certificates,  the  use of  facsimile
signatures,  the transfer of Shares and similar matters. The record books of the
Trust as kept by the Trust or any transfer or similar agent, as the case may be,
shall be  conclusive  as to who are the  Shareholders  and as to the  number  of
Shares of each Class and Series held from time to time by each such Shareholder.

           (j) Investments in the Trust. The Trustees may accept  investments in
the Trust from such  persons and on such terms and for such  consideration,  not
inconsistent  with the  provisions  of the 1940  Act,  as they from time to time
authorize or determine.  Such investments may be in the form of cash, securities
or other property in which the appropriate Series is authorized to invest,  hold
or own,  valued as  provided  in part 13,  Article  SEVENTH.  The  Trustees  may
authorize any distributor,  principal underwriter,  custodian, transfer agent or
other person to accept orders for the purchase or sale of Shares that conform to
such  authorized  terms and to reject  any  purchase  or sale  orders for Shares
whether or not conforming to such authorized terms.

      ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS

      FIFTH:  The  following  provisions  are hereby  adopted  with  respect to
voting Shares of the Trust and certain other rights:

      1. The Shareholders shall have the power to vote only (a) for the election
of Trustees  when that issue is  submitted to them  Shareholders,  or removal of
Trustees to the extent and as provided in Article SIXTH, (b) with respect to the
amendment  of this  Declaration  of Trust  except  where the  Trustees are given
authority to amend the Declaration of Trust without shareholder approval, (c) to
the  extent and as  provided  in part 12,  Article  NINTH,  (c) with  respect to
transactions  with  respect to the Trust,  a Series or Class as provided in part
4(a),  Article  NINTH,  (d)  to  the  same  extent  as  the  shareholders  of  a
Massachusetts  business  corporation,  as to  whether  or  not a  court  action,
proceeding or claim should be brought or maintained  derivatively  or as a class
action on behalf of the Trust any Series, Class or the Shareholders,  and (d)(e)
with  respect to those  matters  relating to the Trust as may be required by the
1940 Act or required by law, by this Declaration of Trust, or the By-Laws of the
Trust or any  registration  statement of the Trust filed with the  Commission or
any State,  or as the Trustees may consider  desirable,  and (f) with respect to
any other  matter as to which the  Trustees,  in their  sole  discretion,  shall
submit to the Shareholders.

      2. The Trust will not hold  shareholder  meetings  unless  required by the
1940 Act, the provisions of this  Declaration of Trust, or any other  applicable
law. The Trustees may call a meeting of Shareholders.
shareholders from time to time.

      3.  At  all  meetings  3.  As  to  each  matter  submitted  to a  vote  of
Shareholders,  each  Shareholder  shall be  entitled  to one vote on each matter
submitted to a vote of the  Shareholders  of the affected  Series for each Share
standing in his for each whole Share and to a proportionate  fractional vote for
each fractional  Share standing in such  Shareholder's  name on the books of the
Trust on the date,  fixed in accordance with the By-Laws,  for  determination of
Shareholders of the affected Series entitled to vote at such meeting (except, if
the Board so determines,  for Shares  redeemed  prior to the meeting),  and each
such Series shall vote separately  ("Individual Series Voting");  a Series shall
be deemed to be  affected  when a vote of the holders of that Series on a matter
is  required  by the 1940 Act  irrespective  of the Series  thereof or the Class
thereof and all Shares of all Series and Classes shall vote together as a single
Class; provided, however, that (i) as to any matter with respect to which a vote
of  Shareholders  separate  vote of one or more  Series or  Classes  thereof  is
required by the 1940 Act or by any applicable law that must be complied with the
provisions of the writing establishing and designating the Series or Class, such
requirements as to a separate vote by Shareholders  such Series or Class thereof
shall apply in lieu of  Individual  Series  Voting as  described  above.  If the
shares of a Series shall be divided into Classes as provided in Article  FOURTH,
the shares of each Class  shall have  identical  voting  rights  except that the
Trustees,  in their  discretion,  may provide a Class of a Series with  separate
voting rights with respect to matters in which the interests of one class differ
from all Shares of all Series and Classes  thereof  voting  together as a single
Class; and (ii) as to any matter which affects only the interests of one or more
of the other  classes and with  exclusive  voting rights with respect to matters
which relate solely to such Class.  If the Shares of any Series shall be divided
into  Classes  with a Class  having  separate or  exclusive  voting  rights with
respect to certain matters,  the quorum and voting requirements  described below
with  respect  to  action to be taken by the  Shareholders  of the Class of such
Series on such matters shall be applicable only to the Shares of such Class. Any
fractional  Share shall carry  proportionately  all the rights of a whole Share,
including  the right to vote and the right to receive  dividends.  The  presence
particular  Series or Classes thereof,  only the holders of Shares of the one or
more affected Series or Classes thereof shall be entitled to vote, and each such
Series or Class  shall vote as a separate  Class.  All Shares of a Series  shall
have identical  voting rights,  and all Shares of a Class of a Series shall have
identical  voting  rights.  Shares  may be  voted in  person  or by proxy of the
holders.  Proxies  may be given by or on  behalf of a  Shareholder  orally or in
writing  or  pursuant  to  any  computerized,  telephonic,  or  mechanical  data
gathering process.

      4.  Except  as  required  by the  1940 Act or other  applicable  law,  the
presence in person or by proxy of one-third  of the Shares,  or of the Shares of
any Series or Class of any Series,  outstanding  and  entitled  to vote  thereat
shall  constitute a quorum at any meeting of the  Shareholders or of that Series
or Class,  respectively;  provided  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  or by of a Series  or Class at a
meeting requires an affirmative vote of a majority,  or more than a majority, of
the shares  Shares  outstanding  and  entitled to vote,  then in such event with
respect to voting on that particular issue the presence in person or by proxy of
the holders of a majority of the shares Shares  outstanding and entitled to vote
at such a meeting shall constitute a quorum for all purposes.  If at any session
of the the  transaction of business with respect to such issue.  Any number less
than a quorum shall be  sufficient  for  adjournments.  If at any meeting of the
Shareholders  there  shall be less than a quorum  present in person or by proxy,
the  Shareholders  or the  Trustees  present at such meeting may, or the persons
named as proxies may with  respect to those  proxies  which have been  received,
vote to adjourn the same with respect to a particular issue to be voted on, such
meeting may be adjourned,  without  further  notice,  with respect to such issue
from  time to time  until a  quorum  shall  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.  In the event that a quorum is
present but  sufficient  votes in favor of the proposal have not been  received,
the persons named as proxies may propose one or more adjournments of the meeting
without  notice to permit  further  solicitation  of proxies with respect to any
such 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.  The persons  names as proxies will vote those proxies
which they are  entitled to vote in favor of the  proposal,  in favor of such an
adjournment,  and will vote  those  proxies  required  to be voted  against  the
proposal,  against any such  adjournment.  A vote may be taken on one or more of
the proposals at the meeting prior to any such  adjournment if sufficient  votes
for its approval have been received and it is otherwise appropriate.  be present
with respect to such issue, but voting may take place with respect to issues for
which a quorum is present. Any meeting of Shareholders,  whether or not a quorum
is present,  may be adjourned  with respect to any one or more items of business
for any lawful  purpose,  provided  that no meeting  shall be adjourned for more
than six months beyond the originally  scheduled date. Any adjourned  session or
sessions may be held,  within a reasonable  time after the date for the original
meeting without the necessity of further notice.  A majority of the Shares voted
at a meeting  at which a quorum is present  shall  decide  any  questions  and a
plurality shall elect a Trustee, except when a different vote is required by any
provision  of the 1940 Act or other  applicable  law or by this  Declaration  of
Trust or By-Laws.

      4. Each Shareholder of a Series or Class 5. Each Shareholder, upon request
to the Trust in proper  form  determined  by the  Trust,  shall be  entitled  to
require  the Trust to redeem  from the net assets of that Series or Class all or
part of the  Shares of such  Series or and  Class  standing  in the name of such
Shareholder.  The method of computing  such net asset  value,  the time at which
such net asset value shall be computed and the time within which the Trust shall
make payment  therefor,  shall be determined as hereinafter  provided in Article
SEVENTH  of this  Declaration  of  Trust.  Notwithstanding  the  foregoing,  the
Trustees,  when  permitted or required to do so by the 1940 Act, may suspend the
right of the Shareholders to require the Trust to redeem Shares.

      5 6. No Shareholder  shall, as such holder,  have any right to purchase or
subscribe for any security Shares of the Trust which it may issue or sell, other
than such right, if any, as the Trustees, in their discretion, may determine.

      6 7. All persons who shall  acquire  Shares shall acquire the same subject
to the provisions of the Declaration of Trust.

      8. Cumulative voting for the election of Trustees shall not be allowed.

      ARTICLE SIXTH - THE TRUSTEES SIXTH:

      1. The persons who shall act as initial  Trustees  until the first meeting
or until their  successors are duly chosen and qualify are the initial  trustees
executing this  Declaration of Trust or any counterpart  thereof.  However,  the
By-Laws  of the Trust may fix the  number of  Trustees  at a number  greater  or
lesser than the number of initial  Trustees  and may  authorize  the Trustees to
increase or decrease the number of Trustees,  to fill any vacancies on the Board
which may occur for any  reason  including  any  vacancies  created  by any such
increase in the number of Trustees,  to set and alter the terms of office of the
Trustees and to lengthen or lessen their own terms of office or make their terms
of office of indefinite  duration,  all subject to the 1940 Act, as amended from
time to time,  and to this  Article  SIXTH.  Unless  otherwise  provided  by the
By-Laws of the Trust, the Trustees need not be Shareholders.

      2. A Trustee at any time may be removed  either  with or without  cause by
resolution duly adopted by the affirmative  vote of the holders of two-thirds of
the  outstanding  Shares,  present  in  person  or by  proxy at any  meeting  of
Shareholders  called  for such  purpose;  such a meeting  shall be called by the
Trustees  when  requested in writing to do so by the record  holders of not less
than ten per centum of the outstanding  Shares. A Trustee may also be removed by
the Board of Trustees, as provided in the By-Laws of the Trust.

      3. The Trustees  shall make available a list of names and addresses of all
Shareholders as recorded on the books of the Trust,  upon receipt of the request
in writing signed by not less than ten Shareholders  (who have been shareholders
for at least six months) holding in the aggregate  shares of the Trust valued at
not less than $25,000 at current  offering price (as defined in the Trust's then
effective  Prospectus  and/or Statement of Additional  Information ) relating to
the Shares under the  Securities  Act of 1933,  as amended from time to time) or
holding  not less than 1% in amount of the  entire  amount of Shares  issued and
outstanding;  such request must state that such Shareholders wish to communicate
with other  shareholders  Shareholders with a view to obtaining  signatures to a
request for a meeting to take action  pursuant to part 2 of this  Article  SIXTH
and be accompanied by a form of communication to the Shareholders.  The Trustees
may, in their  discretion,  satisfy their obligation under this part 3 by either
making  available the  Shareholder  list to such  Shareholders  at the principal
offices of the Trust, or at the offices of the Trust's  transfer  agent,  during
regular business hours, or by mailing a copy of such  communication  and form of
request,  at  the  expense  of  such  requesting  Shareholders,   to  all  other
Shareholders,  and the  Trustees  may also  take  such  other  action  as may be
permitted under Section 16(c) of the 1940 Act.

      4. The Trust may at any time or from time to time apply to the  Commission
for one or more  exemptions  from all or part of said Section  16(c) of the 1940
Act and,  if an  exemptive  order or orders are issued by the  Commission,  such
order or orders shall be deemed part of said  Section  16(c) for the purposes of
parts 2 and 3 of this Article SIXTH ARTICLE SEVENTH POWERS OF TRUSTEES

      SEVENTH:  The following  provisions are hereby adopted for the purpose of
defining,  limiting and  regulating  the powers of the Trust,  the Trustees and
the Shareholders.

      1. As soon as any  Trustee  is duly  elected  by the  Shareholders  or the
Trustees and shall have accepted this Trust,  the Trust estate shall vest in the
new Trustee or Trustees,  together  with the  continuing  Trustees,  without any
further act or conveyance, and he or she shall be deemed a Trustee hereunder.

      2. The death, declination, resignation, retirement, removal, or incapacity
of the Trustees,  or any one of them, shall not operate to annul the Trust or to
revoke any existing  agency created or terminate the Trust or any Series but the
Trust  shall  continue  in full force and effect  pursuant  to the terms of this
Declaration of Trust.

      3. The  assets  of the Trust  shall be held  separate  and apart  from any
assets now or hereafter held in any capacity other than as Trustee  hereunder by
the Trustees or any successor Trustees.  All of the assets of the Trust shall at
all times be considered as vested in the Trustees. No Shareholder shall have, as
a holder of  beneficial  interest in the Trust,  any  authority,  power or right
whatsoever to transact  business for or on behalf of the Trust,  or on behalf of
the Trustees,  in connection with the property or assets of the Trust, or in any
part thereof.

      4. The  Trustees in all  instances  shall act as  principals,  and are and
shall be free from the control of the Shareholders. The Trustees shall have full
power  and  authority  to do any and all acts and to make  and  execute,  and to
authorize the officers and agents of the Trust to make and execute,  any and all
contracts and  instruments  that they may consider  necessary or  appropriate in
connection  with the management of the Trust.  The Except as otherwise  provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to Trust  investments,  but shall
have full  authority  and power to make any and all  investments  which they, in
their uncontrolled discretion and to the same extent as if the Trustees were the
sole  owners of the  assets of the Trust and the  business  in their own  right,
shall  deem  proper to  accomplish  the  purpose of this  Trust.  Subject to any
applicable  limitation  in this  Declaration  of Trust or by the  By-Laws of the
Trust,  and in addition to the powers  otherwise  granted  herein,  the Trustees
shall have power and authority:

           (a) to adopt By-Laws not inconsistent  with this Declaration of Trust
providing  for the conduct of the business of the Trust,  including  meetings of
the  Shareholders  and  Trustees,  and other related  matters,  and to amend and
repeal  them  to  the  extent  that  they  do  not  reserve  that  right  to the
Shareholders;

           (b) to elect and remove such officers and appoint and terminate  such
officers as they consider  appropriate with or without cause, and to appoint and
terminate  agents and consultants and hire and terminate  employees,  any one or
more of the  foregoing  of  whom  may be a  Trustee,  and  may  provide  for the
compensation  of all of the  foregoing;  to appoint and designate from among the
Trustees  or  other  qualified  persons  such  committees  as the  Trustees  may
determine  and to  terminate  any such  committee  and remove any member of such
committee;;

           (c) to employ a bank or trust  company(c)  to employ as  custodian of
any assets of the Trust one or more banks,  trust companies,  companies that are
members of a national  securities  exchange,  or any other entity  qualified and
eligible  to  act  as a  custodian  under  the  1940  Act,  as  modified  by  or
interepreted by any applicable order or orders of the Commission or any rules or
regulations  adopted or  intrepretive  releases  of the  Commission  thereunder,
subject  to any  conditions  set  forth in this  Declaration  of Trust or in the
By-Laws,  and may authorize such depository or custodian to employ subcustodians
or agents;;

           (d) To retain a  transfer  agent(d)  to retain  one or more  transfer
agents and  shareholder  servicing  agent,  or both;  agents,  or both,  and may
authorize such transfer agents or servicing agents to employ sub-agents;

           (e) To(e) to provide for the  distribution of Shares either through a
principal underwriter or the Trust itself or both or otherwise;

           (f)  To to set record dates by  resolution of the Trustees or in the
manner provided for in the By-Laws of the Trust;

           (g) to delegate  such  authority  as they  consider  desirable to any
officers of the Trust and to any agent investment adviser, manager, custodian or
underwriter, or other agent or independent contractor;

           (h) to vote or give assent, or exercise any rights of ownership, with
respect to stock or other securities or property held in Trust hereunder; and to
execute and deliver  powers of attorney to or  otherwise  authorize  by standing
policies  adopted by the Trustees,  such person or persons as the Trustees shall
deem proper,  granting to such person or persons such power and discretion  with
relation to securities or property as the Trustees shall deem proper;

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

           (j) to hold any  security or property  in a form not  indicating  any
trust,  whether in bearer,  unregistered or other negotiable form, either in its
own name or in the name of a custodian,  subcustodian  or a nominee or nominees,
subject in either case to proper  safeguards  according to the usual practice of
Massachusetts business trusts or investment companies; or otherwise;

           (k) to consent to or participate in any plan for the  reorganization,
consolidation or merger of any corporation or concern,  any security of which is
held in the Trust; to consent to any contract,  lease,  mortgage,  purchase,  or
sale  of  property  by  such  corporation  or  concern,  and  to  pay  calls  or
subscriptions with respect to any security held in the Trust; or instrument held
in the Trust;

           (l)(l) to join with other  holders of any security or  instrument  in
acting through a committee, depositary, voting trustee or otherwise, and in that
connection to deposit any security or instrument  with, or transfer any security
to, any such  committee,  depositary  or  trustee,  and to delegate to them such
power and authority  with relation to any security  (whether or not so deposited
or transferred)  as the Trustees shall deem proper,  and to agree to pay, and to
pay, such portion of the expenses and compensation of such committee, depositary
or trustee as the Trustees shall deem proper;

           (m)  to sue or be sued in the name of the Trust;

           (n) to compromise,  arbitrate, or otherwise adjust claims in favor of
or against the Trust or any matter in controversy including, but not limited to,
claims for taxes;

           (m) to make, (o) to make, by  resolutions  adopted by the Trustees or
in the manner  provided in the By-Laws,  distributions  of income and of capital
gains and capital surplus to Shareholders; to Shareholders;

           (n) to borrow  money (p) to borrow  money and to pledge,  mortgage or
hypothecate  the assets of the Trust or any part  thereof,  to the extent and in
the  manner  permitted  by the  1940  Act and  the  Trust's  fundamental  policy
thereunder as to borrowing;;

           (o)(q) to enter into  investment  advisory or  management  contracts,
subject  to the  1940  Act,  with  any one or more  corporations,  partnerships,
trusts, associations or other persons or entities; and;

           (p)(r)    to make loans of cash and/or  securities  or other assets
of the Trust;

           (s)  to  change  the name of the Trust or any Class or Series of the
Trust as they consider appropriate without prior shareholder approval. ;

           (t) to establish  officers' and Trustees'  fees or  compensation  and
fees or  compensation  for committees of the Trustees to be paid by the Trust or
each Series thereof in such manner and amount as the Trustees may determine;

           (u) to invest all or any portion of the Trust's  assets in any one or
more registered investment companies,  including investment by means of transfer
of such assets in  exchange  for an interest  or  interests  in such  investment
company or investment companies or by any other means approved by the Trustees;

           (v) to determine  whether a minimum and/or maximum value should apply
to accounts  holding shares,  to fix such values and establish the procedures to
cause the involuntary  redemption of accounts that do not satisfy such criteria;
and

           (w) to enter into joint ventures, general or limited partnerships and
any other combinations or associations;

           (x) to  endorse  or  guarantee  the  payment  of any  notes  or other
obligations  of any person;  to make  contracts  of guaranty or  suretyship,  or
otherwise assume liability for payment thereof;

           (y) to  purchase  and pay for  entirely  out of Trust  property  such
insurance  and/or  bonding as they may deem  necessary  or  appropriate  for the
conduct of the  business,  including,  without  limitation,  insurance  policies
insuring the assets of the Trust and payment of  distributions  and principal on
its portfolio  investments,  and insurance  policies  insuring the Shareholders,
Trustees,  officers,   employees,  agents,  consultants,   investment  advisers,
managers, administrators,  distributors,  principal underwriters, or independent
contractors,  or any thereof (or any person connected  therewith),  of the Trust
individually  against  all claims and  liabilities  of every  nature  arising by
reason of  holding,  being or having  held any such  office or  position,  or by
reason of any action alleged to have been taken or omitted by any such person in
any such capacity,  including any action taken or omitted that may be determined
to  constitute  negligence,  whether  or not the Trust  would  have the power to
indemnify such person against such liability;

           (z) to pay pensions for faithful  service,  as deemed  appropriate by
the Trustees,  and to adopt,  establish  and carry out pension,  profit-sharing,
share bonus, share purchase, savings, thrift and other retirement, incentive and
benefit plans, trusts and provisions, including the purchasing of life insurance
and  annuity  contracts  as a means  of  providing  such  retirement  and  other
benefits, for any or all of the Trustees,  officers, employees and agents of the
Trust;

           (aa) to adopt on behalf of the Trust or any  Series  with  respect to
any Class thereof a plan of distribution and related agreements thereto pursuant
to the terms of Rule 12b-1 of the 1940 Act and to make  payments from the assets
of the Trust or the relevant Series pursuant to said Rule 12b-1 Plan;

           (bb) to  operate  as and carry on the  business  of an  investment
company  and to  exercise  all the powers  necessary  and  appropriate  to the
conduct of such operations;

           (cc) to issue, sell, repurchase,  redeem,  retire,  cancel,  acquire,
hold, resell, reissue,  dispose of, and otherwise deal in Shares and, subject to
the provisions  set forth in Article FOURTH and part 4, Article FIFTH,  to apply
to any such repurchase, redemption,  retirement,  cancellation or acquisition of
Shares any funds or  property  of the  Trust,  or the  particular  Series of the
Trust, with respect to which such Shares are issued;

           (dd) in general to carry on any other business in connection  with or
incidental to any of the foregoing powers, to do everything necessary,  suitable
or proper for the  accomplishment of any purpose or the attainment of any object
or the  furtherance  of any power  hereinbefore  set forth,  either  alone or in
association  with  others,  and to do every  other  act or thing  incidental  or
appurtenant  to or growing out of or connected  with the  aforesaid  business or
purposes, objects or powers.

      The foregoing  clauses shall be construed  both as objectives  and powers,
and the foregoing  enumeration of specific  powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.  Any action by one or
more of the  Trustees  in their  capacity as such  hereunder  shall be deemed an
action on behalf of the Trust or the  applicable  Series and not an action in an
individual capacity.

      5. No one dealing with the Trustees  shall be under any obligation to make
any  inquiry  concerning  the  authority  of  the  Trustees,  or to  see  to the
application of any payments made or property transferred to the Trustees or upon
their order.

      6. (a) The Trustees shall have no power to bind any Shareholder personally
or to  call  upon  any  Shareholder  for the  payment  of any  sum of  money  or
assessment  whatsoever  other  than  such  as the  Shareholder  may at any  time
personally agree to pay by way of subscription to any Shares or otherwise. There
is  hereby  expressly  disclaimed   shareholder   liability  for  the  acts  and
obligations of the Trust. Every note, bond, contract or other undertaking issued
by or on behalf of the Trust or the Trustees relating to the Trust shall include
a recitation  limiting the obligation  represented  thereby to the Trust and its
assets  (but the  omission  of such  recitation  shall not  operate  to bind any
Shareholder). This paragraph shall not limit the right of the Trustees to assert
claims  against  any  shareholder  based  upon  the  acts or  omissions  of such
shareholder or for any other reason.

           (b)  Whenever  this  Declaration  of Trust  calls for or permits  any
action to be taken by the Trustees hereunder,  such action shall mean that taken
by the Board of Trustees by vote of the  majority of a quorum of Trustees as set
forth from time to time in the  By-Laws of the Trust or as  required by the 1940
Act.

           (c) The  Trustees  shall  possess  and  exercise  any  and  all  such
additional  powers as are  reasonably  implied from the powers herein  contained
such as may be  necessary  or  convenient  in the  conduct  of any  business  or
enterprise of the Trust,  to do and perform  anything  necessary,  suitable,  or
proper for the  accomplishment of any of the purposes,  or the attainment of any
one or more of the objects, herein enumerated, or which shall at any time appear
conducive to or expedient for the protection or benefit of the Trust,  and to do
and perform all other acts and things  necessary or  incidental  to the purposes
herein  before  set  forth,  or that may be deemed  necessary  by the  Trustees.
Without limiting the generality of the foregoing,  except as otherwise  provided
herein or in the 1940 Act, the Trustees shall not in any way be bound or limited
by present or future laws or customs in regard to trust  investments,  but shall
have full  authority  and power to make any and all  investments  that they,  in
their discretion, shall deem proper to accomplish the purpose of this Trust.

           (d) The Trustees shall have the power, to the extent not inconsistent
with the 1940 Act, to determine conclusively whether any moneys,  securities, or
other  properties  of the Trust  are,  for the  purposes  of this  Trust,  to be
considered as capital or income and in what manner any expenses or disbursements
are to be borne as between  capital and income  whether or not in the absence of
this provision such moneys, securities, or other properties would be regarded as
capital or income  and  whether or not in the  absence  of this  provision  such
expenses or disbursements would ordinarily be charged to capital or to income.

      7. The  By-Laws of the Trust may  divide the  Trustees  into  classes  and
prescribe the tenure of office of the several  classes,  but no class of Trustee
shall be elected for a period  shorter  than that from the time of the  election
following  the  division  into  classes  until the next  meeting of Trustees and
thereafter for a period shorter than the interval  between  meetings of Trustees
or for a period  longer than five years,  and the term of office of at least one
class shall expire each year.

      8. The  Shareholders  shall,  for any  lawful  purpose,  have the right to
inspect the  records,  documents,  accounts  and books of the Trust,  subject to
reasonable regulations of the Trustees, not contrary to Massachusetts law, as to
whether  and to what  extent,  and at what  times and  places,  and  under  what
conditions and regulations, such right shall be exercised.

      9. Any officer elected or appointed by the Trustees or by any committee of
the Trustees the Shareholders or otherwise,  may be removed at any time, with or
without cause, by vote of the Trustees.

      10. The  Trustees  shall have  power to hold  their  meetings,  to have an
office or offices and,  subject to the provisions of the laws of  Massachusetts,
to keep the books of the Trust  outside of said  Commonwealth  at such places as
may from time to time be designated by them. Action may be taken by the Trustees
without a meeting by unanimous written consent or by telephone or similar method
of communication.

      11.  Securities  held by the Trust shall be voted in person or by proxy by
the President or a  Vice-President,  or such officer or officers of the Trust or
such other  agent of the Trust as the  Trustees  shall  designate  or  otherwise
authorize by standing policies adopted by the Trustees for the purpose,  or by a
proxy or proxies thereunto duly authorized by the Trustees,  except as otherwise
ordered  by vote of the  holders of a majority  of the  Shares  outstanding  and
entitled to vote in respect thereto.

      12. (a) Subject to the provisions of the 1940 Act, any Trustee, officer or
employee,  individually,  or any  partnership  of which any Trustee,  officer or
employee may be a member,  or any  corporation or association or entity of which
any Trustee, officer or employee may be an officer, partner, director,  trustee,
employee,  member or  stockholder,  or otherwise may have an interest,  may be a
party to, or may be  pecuniarily  or  otherwise  interested  in, any contract or
transaction  of the  Trust,  and in the  absence of fraud no  contract  or other
transaction shall be thereby affected or invalidated; provided that in such case
a Trustee,  officer or employee or a partnership,  corporation or association or
entity of which a Trustee,  officer or employee is a member, officer,  director,
trustee, employee or stockholder is so interested,  such fact shall be disclosed
or shall have been known to the Trustees including those Trustees who are not so
interested and who are neither  "interested" nor  "affiliated"  persons as those
terms are defined in the 1940 Act, or a majority thereof; and any Trustee who is
so interested, or who is also a director, officer, partner, trustee, employee or
stockholder  of such  other  corporation  or a  member  of such  partnership  or
association which is so interested,  may be counted in determining the existence
of a quorum at any  meeting  of the  Trustees  which  shall  authorize  any such
contract or transaction,  and may vote thereat to authorize any such contract or
transaction,  with like force and effect as if he or she were not such director,
officer,  trustee,  employee,  member  or  stockholder  of such  other  trust or
corporation  or  association  or a member of a partnership or entity were not so
interested.

           (b) Specifically,  but without limitation of the foregoing, the Trust
may enter into a management  or  investment  advisory  contract or  underwriting
contract  and other  contracts  with,  and may  otherwise  do business  with any
manager or investment adviser for the Trust and/or principal  underwriter of the
Shares  of the Trust or any  subsidiary  or  affiliate  of any such  manager  or
investment adviser and/or principal  underwriter and may permit any such firm or
corporation  to enter into any  contracts or other  arrangements  with any other
firm or corporation  relating to the Trust  notwithstanding that the Trustees of
the Trust may be composed in part of partners,  directors, officers or employees
of any such firm or corporation,  and officers of the Trust may have been or may
be or become  partners,  directors,  officers or  employees  of any such firm or
corporation,  and in the  absence  of  fraud  the  Trust  and any  such  firm or
corporation may deal freely with each other, and no such contract or transaction
between the Trust and any such firm or  corporation  shall be  invalidated or in
any way  affected  thereby,  nor shall any  Trustee  or  officer of the Trust be
liable to the Trust or to any  Shareholder  or creditor  thereof or to any other
person for any loss incurred by it or him or her solely because of the existence
of any such contract or transaction;  provided that nothing herein shall protect
any director or officer of the Trust against any liability to the Trust trust or
to its security  holders to which he or she would otherwise be subject by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the
duties involved in the conduct of his or her office.

           (c) As used in this  paragraph  the  following  terms  shall have the
meanings set forth below:

                (i) the term  "indemnitee"  shall  mean any  present  or  former
Trustee,  officer or employee of the Trust,  including  without  limitation  any
present or former  Trustee,  officer or  employee of the Trust who serves at the
request  of the Trust and for the  benefit of the Trust as an officer or trustee
of another trust or corporation  partner,  Director or officer of another trust,
partnership,  corporation or association  whose  securities are or were owned by
the Trust or of which the Trust is or was a creditor and who served or serves in
such  capacity  at  the  request  of  the  Trust,  and  the  heirs,   executors,
administrators,  successors  and  assigns  of  any of  the  foregoing;  however,
whenever  conduct by an  indemnitee is referred to, the conduct shall be that of
the original indemnitee rather than that of the heir,  executor,  administrator,
successor or assignee;

                (ii) the term "covered  proceeding"  shall mean any  threatened,
pending or  completed  action,  suit or  proceeding,  whether  civil,  criminal,
administrative or investigative,  to which an indemnitee is or was a party or is
threatened  to be made a party by reason of the fact or facts  under which he or
she or it is an indemnitee as defined above;

                (iii)the   term   "disabling   conduct"   shall   mean   willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of the office in question;

                (iv) the term "covered expenses" shall mean expenses  (including
attorney's fees),  judgments,  fines and amounts paid in settlement actually and
reasonably  incurred by an indemnitee in connection  with a covered  proceeding;
and

                (v) the term  "adjudication  of liability" shall mean, as to any
covered proceeding and as to any indemnitee,  an adverse determination as to the
indemnitee whether by judgment, order, settlement,  conviction or upon a plea of
nolo contendere or its equivalent.

           (d) The Trust  shall not  indemnify  any  indemnitee  for any covered
expenses  in any  covered  proceeding  if  there  has  been an  adjudication  of
liability  against  such  indemnitee  expressly  based on a finding of disabling
conduct.

           (e)  Except as set forth in  paragraph  (d)  above,  the Trust  shall
indemnify any indemnitee for covered expenses in any covered proceeding, whether
or not  there  is an  adjudication  of  liability  as to such  indemnitee,  such
indemnification  by the  Trust  to be to the  fullest  extent  now or  hereafter
permitted  by any  applicable  law unless the By-Laws laws limit or restrict the
indemnification  to which any indemnitee may be entitled.  The Board of Trustees
may adopt by-law provisions to implement subparagraphs (c), (d) and (e) hereof.

           (f) Nothing  herein  shall be deemed to affect the right of the Trust
and/or any  indemnitee to acquire and pay for any insurance  covering any or all
indemnities  to the extent  permitted by  applicable  law or to affect any other
indemnification  rights to which any  indemnitee  may be  entitled to the extent
permitted by applicable law. Such rights to indemnification shall not, except as
otherwise provided by law, be deemed exclusive of any other rights to which such
indemnitee  may  be  entitled  under  any  statute,  By-Laws  Law,  contract  or
otherwise.

      (g) Nothing herein shall be deemed to affect the right of the Trust and/or
any  indemnitee  to  acquire  and  pay  for any  insurance  covering  any or all
indemnitees  to the  extent  permitted  by the 1940 Act or to  affect  any other
indemnification  rights to which any  indemnitee  may be  entitled to the extent
permitted by the 1940 Act.



      13.  For  purposes  of the  computation  of net  asset  value,  as in this
Declaration of Trust referred to, the following rules shall apply:



      (a) The net  asset  value  per  Share  of any  Series,  as of the  time of
valuation on any day, shall be the quotient  obtained by dividing the value,  as
at such time, of the net assets of that Series (i.e., the value of the assets of
that Series less its  liabilities  exclusive of its surplus) by the total number
of Shares of that Series outstanding at such time. The assets and liabilities of
any Series shall be determined in accordance with generally accepted  accounting
principles, provided, however, that in determining the liabilities of any Series
there shall be included  such  reserves as may be  authorized or approved by the
Trustees, and provided further that in connection with the accrual of any fee or
refund payable to or by an investment  advisor of the Trust for such Series, the
amount of which accrual is not definitely  determinable  as of any time at which
the net asset value of each Share of that Series is being  determined due to the
contingent  nature  of such  fee or  refund,  the  Trustees  are  authorized  to
establish  from  time to time  formulae  for such  accrual,  on the basis of the
contingencies  in question to the date of such  determination,  or on such other
basis as the Trustees may establish.

      (1) Shares of a Series to be issued shall be deemed to be  outstanding  as
of the time of the  determination of the net asset value per Share applicable to
such  issuance and the net price  thereof shall be deemed to be an asset of that
Series;



      (2) Shares of a Series to be  redeemed  by the Trust shall be deemed to be
outstanding  until  the  time  of the  determination  of  the  net  asset  value
applicable to such  redemption,  and  thereupon,  and until paid, the redemption
price thereof shall be deemed to be a liability of that Series; and



      (3) Shares of a Series voluntarily purchased or contracted to be purchased
by the Trust pursuant to the provisions of paragraph 4 of Article FIFTH shall be
deemed to be  outstanding  until  whichever  is the later of (i) the time of the
making of such purchase or contract of purchase,  and (ii) the time at which the
purchase price is determined,  and thereupon, and until paid, the purchase price
thereof shall be deemed to be a liability of that Series.



      (b) 13. The Trustees  are  empowered,  in their  absolute  discretion,  to
establish other the bases or times, or both, for determining the net asset value
per Share of any Class and Series or Class in  accordance  with the 1940 Act and
to authorize  the  voluntary  purchase by any Class and Series or Class,  either
directly  or through  an agent,  of Shares of any Class and Series or Class upon
such terms and conditions and for such  consideration as the Trustees shall deem
advisable in accordance  with any such  provision,  rule or regulation  the 1940
Act.

      14.  Payment  of the net asset  value  per  Share of any Class and  Series
properly  surrendered  to it for  redemption  shall be made by the Trust  within
seven days, or as specified in any applicable law or regulation, after tender of
such stock or request for redemption to the Trust for such purpose together with
any additional  documentation that may be reasonably be required by the Trust or
its  transfer  agent to  evidence  the  authority  of the  tenderor to make such
requests request,  plus any period of time during which the right of the holders
of the shares of such Class of that  Series to require  the Trust to redeem such
shares has been suspended.  Any such payment may be made in portfolio securities
of such  Class  of that  Series  and/or  in cash,  as the  Trustees  shall  deem
advisable,  and no Shareholder  shall have a right,  other than as determined by
the Trustees, to have Shares redeemed in kind.

      15. The Trust shall have the right, at any time and,  without prior notice
to the  Shareholder,  to redeem  Shares of the Class and  Series  held by such a
Shareholder  held in any account  registered in the name of such Shareholder for
its current net asset value, if and to the extent for any reason, including, but
not limited to, (i) the  determination  that such  redemption  is  necessary  to
reimburse  either  that Series or Class of the Trust or the  distributor  (i.e.,
principal underwriter) of the Shares for any loss either has sustained by reason
of the failure of such  Shareholder  to make timely and good  payment for Shares
purchased or  subscribed  for by such  Shareholder,  regardless  of whether such
Shareholder was a Shareholder at the time of such purchase or subscription, (ii)
the failure of a Shareholder to supply a tax  identification  number if required
to do so, (iii) the failure of a Shareholder to pay when due for the purchase of
Shares  issued to him and subject to and upon such terms and  conditions  as the
Trustees may from time to time prescribe,  (iv) pursuant to  authorization  by a
Shareholder  to pay fees or make other  payments  to one or more third  parties,
including,  without  limitation,  any affiliate of the investment adviser of the
Trust or any Series  thereof,  or (v) if the  aggregate  net asset  value of all
Shares of such Shareholder  (taken at cost or value, as determined by the Board)
has been reduced below an amount  established by the Board of Trustees from time
to time as the minimum amount required to be maintained by Shareholders..




      EIGHTH: ARTICLE EIGHTH - LICENSE

      The name "Oppenheimer" included in the name of the Trust and of any Series
shall  be  used  pursuant  to  a   royalty-free,   non-exclusive   license  from
OppenheimerFunds,  Inc. ("OFI"), incidental to and as part of an any one or more
advisory, management or supervisory contract contracts which may be entered into
by the Trust with OFI.  Such  license  shall allow OFI to inspect and subject to
the  control  of the Board of  Trustees  to control  the  nature and  quality of
services  offered by the Trust under such name. The license may be terminated by
OFI upon  termination  of such  advisory,  management  or  supervisory  contract
contracts or without cause upon 60 days' written  notice,  in which case neither
the Trust nor any Series or Class shall have any  further  right to use the name
"Oppenheimer"  in its name or otherwise and the Trust,  the Shareholders and its
officers and Trustees  shall  promptly take whatever  action may be necessary to
change its name and the names of any Series or Classes accordingly.

      ARTICLE NINTH - MISCELLANEOUS:

      1. In case  any  Shareholder  or  former  Shareholder  shall be held to be
personally liable solely by reason of his being or having been a Shareholder and
not because of his acts or omissions or for some other reason,  the  Shareholder
or former  Shareholder (or the  Shareholder's  Shareholders'  heirs,  executors,
administrators or other legal representatives or in the case of a corporation or
other entity, its corporate or other general successor) shall be entitled out of
the Trust estate to be held harmless from and  indemnified  against all loss and
expense  arising  from such  liability.  The Trust  shall,  upon  request by the
Shareholder,  assume the defense of any such claim made against any  Shareholder
for any act or obligation of the Trust and satisfy any judgment thereon.

      2. It is hereby expressly  declared that a trust is created hereby and not
a partnership is created hereby, joint stock association, corporation, bailment,
or any other form of a legal relationship other than a trust, as contemplated in
Massachusetts  General Laws Chapter 182. No individual  Trustee  hereunder shall
have any power to bind the Trust,  unless so authorized  by the Trustees,  or to
personally bind the Trust's officers or any Shareholder.  All persons  extending
credit to, doing  business  with,  contracting  with or having or asserting  any
claim  against  the Trust or the  Trustees  shall look only to the assets of the
Trust  appropriate  Series  for  payment  under  any such  credit,  transaction,
contract or claim;  and neither the  Shareholders  nor the Trustees,  nor any of
their  agents,  whether  past,  present or future,  shall be  personally  liable
therefor; notice of such disclaimer and agreement thereto shall be given in each
agreement, obligation or instrument entered into or executed by the Trust or the
Trustees. There is hereby expressly disclaimed Shareholder and Trustee liability
for the acts and obligations of the Trust.  Nothing in this Declaration of Trust
shall  protect a Trustee or officer  against any liability to which such Trustee
or officer  would  otherwise  be subject by reason of willful  misfeasance,  bad
faith,  gross  negligence  or reckless  disregard of the duties  involved in the
conduct of the office of Trustee or of such officer hereunder.

      3. The exercise by the Trustees of their powers and  discretion  hereunder
in good faith and with reasonable care under the circumstances  then prevailing,
shall  be  binding  upon  everyone  interested.  Subject  to the  provisions  of
paragraph  part 2 of this Article  NINTH,  the Trustees  shall not be liable for
errors of judgment or mistakes of fact or law. The Subject to the foregoing, (a)
Trustees  shall not be  responsible  or liable in any event for any  neglect  or
wrongdoing of any officer, agent, employee, consultant,  adviser, administrator,
distributor   or  principal   underwriter,   custodian  or  transfer,   dividend
disbursing,  Shareholder  servicing or accounting  agent of the Trust, nor shall
any Trustee be responsible for the act or omission of any other Trustee; (b) the
Trustees may take advice of counsel or other experts with respect to the meaning
and  operations  of this  Declaration  of  Trust,  applicable  laws,  contracts,
obligations,  transactions  or any other  business the Trust may enter into, and
subject to the provisions of paragraph  part 2 of this Article  NINTH,  shall be
under no liability for any act or omission in accordance with such advice or for
failing  to  follow  such  advice;  and (c) in  discharging  their  duties,  the
Trustees, when acting in good faith, shall be entitled to rely upon the books of
account  of the Trust  and upon  written  reports  made to the  Trustees  by any
officer appointed by them, any independent public accountant,  and (with respect
to the  subject  matter  of the  contract  involved)  any  officer,  partner  or
responsible  employee of a party who has been  appointed by the Trustees or with
whom the Trust has  entered  into a contract  pursuant to Article  SEVENTH.  The
Trustees  shall not be  required  to give any bond as such,  nor any surety if a
bond is required.

      4. This Trust shall continue without limitation of time but subject to the
provisions of sub-sections (a), (b), (c) and (d) of this paragraph 4.



      (a) The Trustees,  with the favorable vote of the holders of a majority as
defined in the 1940 Act,  of the  outstanding  Shares of any one or more  Series
entitled to vote and (b) of this part 4.

(a)  Subject  to  applicable  Federal  and State law,  and  except as  otherwise
provided in part 5 of this Article NINTH,  the Trustees,  with the Majority Vote
of  Shareholders  of an  affected  Series or Class,  may sell and  convey all or
substantially  all the assets of that Series or Class (which sale may be subject
to the  retention  of assets for the payment of  liabilities  and  expenses ) to
another  issuer  and may be in the  form of a  statutory  merger  to the  extent
permitted by applicable  law) to another issuer or to another Series or Class of
the Trust for a consideration  which may be or include securities of such issuer
or may merge or consolidate with any other corporation,  association,  trust, or
other organization or may sell, lease, or exchange all or a portion of the Trust
property or Trust property  allocated or belonging to such Series or Class, upon
such terms and conditions and for such  consideration  when and as authorized by
such vote. Such transactions may be effected through share-for-share  exchanges,
transfers or sale of assets,  shareholder  in-kind  redemptions  and  purchases,
exchange  offers,  or any other  method  approved by the  Trustees.  Upon making
provision  for the  payment of  liabilities,  by  assumption  by such  issuer or
otherwise,  the Trustees shall  distribute the remaining  proceeds ratably among
the  holders of the  outstanding  Shares of the  Series or Class,  the assets of
which have been so transferred, in proportion to the relative net asset value of
such Shares..

           (b)  The  Trustees,  with  the  favorable  vote of the  holders  of a
majority,  as defined in the 1940 Act, of the  outstanding  Shares of any one or
more Series  entitled to vote,  may at any time sell and convert  into money all
the  assets of that  Series.  Upon  making  provisions  for the  payment  of all
outstanding obligations, taxes and other liabilities,  accrued or contingent, of
that Series,  the Trustees shall  distribute the remaining assets of that Series
ratably among the holders of the outstanding Shares of that Series.



           (c)  The  Trustees,  with  the  favorable  vote of the  holders  of a
majority,  as defined in the 1940 Act, of the  outstanding  Shares of any one or
more Series  entitled to vote,  may  otherwise  alter,  convert or transfer  the
assets of the Series.



           (d)(b) Upon completion of the distribution of the remaining  proceeds
or the  remaining  assets  as  provided  in  sub-sections  (a) and  (b),  and in
subsection  (c) where  section  (a) hereof or  pursuant  to part 3(d) of Article
FOURTH,  as applicable,  the Series the assets of which have been so transferred
shall  terminate,  and if all the assets of the Trust have been so  transferred,
the Trust shall  terminate  and the Trustees  shall be discharged of any and all
further  liabilities and duties  hereunder and the right,  title and interest of
all parties shall be canceled and discharged.

      5. Subject to  applicable  Federal and state law, the Trustees may without
the  vote or  consent  of  Shareholders  cause  to be  organized  or  assist  in
organizing one or more  corporations,  trusts,  partnerships,  limited liability
companies,   associations,  or  other  organization,   under  the  laws  of  any
jurisdiction,  to take over all or a portion of the Trust  property  or all or a
portion of the Trust property  allocated or belonging to such Series or Class or
to carry on any business in which the Trust shall  directly or  indirectly  have
any interest,  and to sell,  convey and transfer the Trust property or the Trust
property allocated or belonging to such Series or Class to any such corporation,
trust, limited liability company,  partnership,  association, or organization in
exchange for the shares or securities  thereof or  otherwise,  and to lend money
to, subscribe for the shares or securities of, and enter into any contracts with
any  such  corporation,   trust,   partnership,   limited   liability   company,
association, or organization or any corporation,  partnership, limited liability
company, trust,  association,  or organization in which the Trust or such Series
or Class holds or is about to acquire shares or any other  interest.  Subject to
applicable  Federal  and state  law,  the  Trustees  may also  cause a merger or
consolidation  between the Trust or any successor thereto or any Series or Class
thereof and any such corporation, trust, partnership, limited liability company,
association, or other organization.  Nothing contained herein shall be construed
as requiring  approval of shareholders for the Trustees to organize or assist in
organizing one or more  corporations,  trusts,  partnerships,  limited liability
companies,  associations,  or other  organizations  and selling,  conveying,  or
transferring  the Trust  property  or a portion  of the Trust  property  to such
organization  or entities;  provided,  however,  that the Trustees shall provide
written notice to the affected Shareholders of any transaction whereby, pursuant
to this part 5, Article  NINTH,  the Trust or any Series or Class thereof sells,
conveys,  or  transfers  all or a  substantial  portion of its assets to another
entity or merges or consolidates  with another entity.  Such transactions may be
effected  through  share-for-share  exchanges,   transfer  or  sale  of  assets,
shareholder  in-kind  redemptions and purchases,  exchange offers,  or any other
approved by the Trustees.

      6.  The  original  or a copy  of  this  instrument  and of  each  restated
declaration  of trust or  instrument  supplemental  hereto  shall be kept at the
office of the Trust where it may be inspected by any Shareholder. A copy of this
instrument and of each  supplemental  or restated  declaration of trust shall be
filed with the Secretary of State the Commonwealth of Massachusetts,  as well as
any  other  governmental  office  where  such  filing  may from  time to time be
required.  Anyone dealing with the Trust may rely on a certificate by an officer
of the Trust as to whether or not any such supplemental or restated declarations
of trust  have  been made and as to any  matters  in  connection  with the Trust
hereunder,  and, with the same effect as if it were the original,  may rely on a
copy certified by an officer of the Trust to be a copy of this  instrument or of
any such supplemental or restated declaration of trust. In this instrument or in
any such  supplemental  or restated  declaration  of trust,  references  to this
instrument, and all expressions like "herein", "hereof" and "hereunder" shall be
deemed  to  refer  to  this  instrument  as  amended  or  affected  by any  such
supplemental or restated  declaration of trust.  This instrument may be executed
in any number of counterparts, each of which shall be deemed an original.

      6 7. The Trust set forth in this  instrument is created under and is to be
governed  by  and  construed  and  administered  according  to the  laws  of the
Commonwealth of Massachusetts.  The Trust shall be of the type commonly called a
Massachusetts  business trust, and without limiting the provisions  hereof,  the
Trust may exercise all powers which are ordinarily exercised by such a trust.

      7. The Board of  Trustees  is  empowered  to cause the  redemption  of the
Shares  held in any  account if the  aggregate  net asset  value of such  Shares
(taken at cost or value, as determined by the Board) has been reduced to $500 or
less upon such notice to the  shareholder in question,  with such  permission to
increase the  investment in question and upon such other terms and conditions as
may be fixed by the Board of Trustees in accordance with the 1940 Act.



      8. In the event that any person  advances the  organizational  expenses of
the Trust, such advances shall become an obligation of the Trust subject to such
terms and  conditions  as may be fixed by, and on a date fixed by, or determined
with criteria  fixed by the Board of Trustees,  to be amortized over a period or
periods to be fixed by the Board.

      9. Whenever any action is taken under this  Declaration of Trust under any
authorization  to take  including  action  which is required or permitted by the
1940 Act or any other  applicable  law, such action shall be deemed to have been
properly taken if such action is in accordance with the construction of the 1940
Act or such other  applicable  law then in effect as  expressed  in "no  action"
letters of the staff of the Commission or any release, rule, regulation or order
under  the  1940  Act or any  decision  of a court  of  competent  jurisdiction,
notwithstanding  that any of the foregoing shall later be found to be invalid or
otherwise reversed or modified by any of the foregoing.

      10.  Any  action  which may be taken by the Board of  Trustees  under this
Declaration of Trust or its By-Laws may be taken by the  description  thereof in
the  then  effective  Prospectus  and/or  Statement  of  Additional  Information
prospectus  and/or  statement of additional  information  relating to the Shares
under the Securities  Act of 1933 or in any proxy  statement of the Trust rather
than by formal resolution of the Board.

      11.  Whenever under this  Declaration  of Trust,  the Board of Trustees is
permitted  or required to place a value on assets of the Trust,  such action may
be  delegated  by the Board,  and/or  determined  in  accordance  with a formula
determined by the Board, to the extent permitted by the 1940 Act.

      12. If authorized  by vote of the Trustees and, if a vote of  Shareholders
is required under this  Declaration of Trust,  the favorable vote of the holders
of a "majority",  as defined in the 1940 Act, of the outstanding Shares entitled
to vote,  or by any larger vote which may be required by  applicable  law in any
particular case, the Trustees shall The Trustee may, without the vote or consent
of the Shareholders,  amend or otherwise  supplement this instrument,  by making
Declaration  of Trust by  executing  or  authorizing  an officer of the Trust to
execute on their  behalf a Restated  Declaration  of Trust or a  Declaration  of
Trust supplemental  hereto,  which thereafter shall form a part hereof; any such
Supplemental  or Restated  Declaration of Trust may be executed by and on behalf
of the Trust and the Trustees by an officer or officers of the Trust. Amendments
having the purpose of changing the name of the Trust,  or any Series or Class of
Shares, or of adding or designating  Series or Classes of Series or of supplying
any omission,  curing any ambiguity, or curing,  correcting or supplementing any
provision  that is  defective  or  inconsistent  with  the  1940 Act or with the
requirements of the Internal Revenue Code and the regulations thereunder for the
Trust's obtaining the most favorable treatment thereunder available to regulated
investment companies or of taking such other actions permitted hereunder without
the  necessity  of  obtaining  Shareholder  approval or action shall not require
authorization  by  Shareholder  vote.,  provided,  however,  that  none  of  the
following  amendments shall be effective unless also approved by a Majority Vote
of Shareholders:  (i) any amendment to parts 1, 3 and 4, Article FIFTH; (ii) any
amendment to this part 12, Article NINTH; (iii) any amendment to part 1, Article
NINTH; and (iv) any amendment to part 4(a),  Article NINTH that would change the
voting rights of Shareholders  contained  therein.  Any amendment required to be
submitted to the Shareholders that, as the Trustees determine,  shall affect the
Shareholders  of any Series or Class shall,  with respect to the Series or Class
so affected,  be authorized by vote of the  Shareholders of that Series or Class
and no vote of  Shareholders  of a Series or Class not affected by the amendment
with respect to that Series or Class shall be required. Notwithstanding anything
else herein,  any amendment to Article NINTH,  part 1 shall not limit the rights
to  indemnification  or  insurance  provided  therein  with respect to action or
omission or indemnities or Shareholder indemnities prior to such amendment.

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

                    [Remainder of Page Intentionally Left Blank]


<PAGE>

Oppenheimer Main Street Small     Proxy for Shareholders Meeting To
Cap Fund                          Be Held September 13, 2000

Your shareholder                  Your prompt response can save your
vote is important!                Fund the expense of another mailing.
                                  Please  mark your proxy on the  reverse  side,
                                  date and sign it,  and return it  promptly  in
                                  the accompanying  envelope,  which requires no
                                  postage if mailed in the United States.

            Please detach at perforation before mailing.

Oppenheimer Main Street Small     Proxy For Shareholders Meeting To
Cap Fund                          Be Held September 13, 2000

The undersigned shareholder of Proxy solicited on behalf of the Oppenheimer Main
Street  Small  Board of  Trustees,  which Cap Fund  (the  "Fund"),  does  hereby
recommends a vote FOR the election Appoint Robert Bishop, Allan Adams and of all
nominees for Trustee and FOR Scott  Farrar,  and each of them,  each Proposal on
the reverse side. as attorneys-in fact and proxies The shares represented hereby
of the  undersigned,  with  full  will be voted  as  indicated  on the  power of
substitution,  to  attend  reverse  side  or FOR if no  choice  the  Meeting  of
Shareholders of is indicated.
the Fund to be held  September  13, 2000,  at 6803 South Tucson Way,  Englewood,
Colorado 80112 at 10:00 A.M., Denver time, and at all adjournments  thereof, and
to vote the shares  held in the name of the  undersigned  on the record date for
said meeting for the election of Trustees and on the proposals  specified on the
reverse side.  Said  attorneys-in-fact  shall vote in accordance with their best
judgment as to any other matter.

                                                                            OVER


<PAGE>


Oppenheimer Main Street Small  Proxy for Shareholders Meeting to be held
Cap Fund                      September 13, 2000

Your shareholder              Your prompt response can save your Fund money.
vote is important!            Please  vote,  sign and mail  your  proxy  ballot
                              (this card) in the enclosed  postage-paid envelope
                              today,  no  matter  how many  shares  you  own.  A
                              majority of the Fund's shares must be  represented
                              in person or by proxy.  Please  vote your proxy so
                              your  Fund  can  avoid  the   expense  of  another
                              mailing.

            Please detach at perforation before mailing.

1. Election of     A) W. ArmstrongG) R. Kalinowski       1.   /   /   For   all
nominees
   of Trustees     B) R. Avis H) C. Kast       listed except as marked
      (Proposal No. 1)    C) G. Bowen          I)   R. Kirchner    to       the
contrary at left.
                   D) E. Cameron  J)   B. Macaskill      Instruction:        To
withhold
                   E) J. Fossel   K)  F. Marshall        authority to vote for
                   F) S. Freedman L)   J. Swain          any         individual
nominees,
                                               line out that nominee's
                                               name at left.
                                               /   / Withhold authority to
                                               vote for all nominees
                                               listed at left.

2.  Ratification of selection                         /    /     For     /    /
Against  /   /   Abstain
    of Deloitte & Touche LLP as
    independent auditors
    (Proposal No. 2)

3. Approval of the Elimination of Certain
   Fundamental Restrictions of the Fund
   (Proposal No. 3)

   a.  Eliminate the Fund's fundamental investment       /    /    For    /   /
Against  /   /   Abstain
      restriction on investing in a company
      for the purpose of acquiring control
b.    Eliminate the Fund's fundamental investment   /     /     For     /     /
Against  /   /   Abstain
      restriction on investment of all the Fund's assets
      in the securities of a single open-end management
      investment company, i.e. master-feeder structure

4. Approval of Changes to Certain                   /     /     For     /     /
Against  /    /Abstain
   Fundamental Restrictions of the Fund
   (Proposal No. 4)



<PAGE>



5. Authorization to permit the            /   /    For    /   /    Against    /
/Abstain
   Trustees to adopt an Amended
   and Restated Declaration of Trust
   (Proposal No. 5)

NOTE:  Please  sign  exactly as your  name(s)  appear  hereon.  When  signing as
custodian,  attorney, executor,  administrator,  trustee, etc., please give your
full title as such.  All joint owners should sign this proxy.  If the account is
registered in the name of a  corporation,  partnership  or other entity,  a duly
authorized individual must sign on its behalf and give title.

                     Dated:                                   , 2000
                     --------------------------------------
                     (Month)        (Day)

                     Signature(s)
                     -------------------------------------
                     Signature(s)
                     -------------------------------------


                             Please read both sides of this ballot.


MSSmallCap_2000Ballot


Bridget A. Macaskill
President and                                  OppenheimerFunds Logo
Chief Executive Officer                             Two World Trade Center,
34th Floor                                          New York, NY 10048-0203
                                          800.525.7048
                                          www.oppenheimerfunds.com


                                          July 31, 2000

Dear Oppenheimer Main Street Small Cap Fund Shareholder,

      We have  scheduled a shareholder  meeting on September 13, 2000 for you to
decide  upon some  important  proposals  for the Fund.  Your  ballot  card and a
detailed statement of the issues are enclosed with this letter

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

How do you vote?

      To cast your vote,  simply mark,  sign and date the enclosed  proxy ballot
and return it in the postage-paid envelope today.  Remember, it can be expensive
for the Fund--and ultimately for you as a shareholder--to  remail ballots if not
enough responses are received to conduct the meeting.

What are the issues?

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

o  Ratification of Auditors.  The Board is asking you to ratify the selection of
   KPMG LLP as independent certified public accountants and auditors of the Fund
   for the current fiscal year.

o     Approval of Elimination of Certain Fundamental Investment Restrictions.
   Your approval is requested to eliminate certain of the Fund's fundamental
   investment restrictions.

o     Approval of Changes to Certain Fundamental Investment Restrictions.
   Your approval is requested to change certain of the Fund's fundamental
   investment restrictions.

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


      Please read the enclosed  proxy  statement  for complete  details on these
proposals.  Of course, if you have any questions,  please contact your financial
advisor, or call us at 1-800-525-7048.  As always, we appreciate your confidence
in OppenheimerFunds and look forward to serving you for many years to come.

                                   Sincerely,


                                    Bridget A. Macaskill
Enclosures


proxies\MSSmallCap_BAMLtr



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