OPPENHEIMER CASH RESERVES/CO/
PRE 14A, 2000-08-08
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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 CASH RESERVES FUND

                  (Name of Registrant as Specified in its Charter)

                               Philip T. Masterson

                     (Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):

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

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

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

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

(4)   Proposed maximum aggregate value of transaction:

(5)   Total fee paid:

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

(1)   Amount Previously Paid:

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

(3)   Filing Party: Philip T. Masterson

(4)   Date Filed:  August 8, 2000


760_Sched14A-Pre_0800.doc


<PAGE>


                Oppenheimer Cash Reserves Proxy for Shareholders

                          Meeting To Be Held October 9, 2000

Your shareholder vote is important!  Your prompt response can save your Fund the
expense of another mailing.  Please mark your proxy below, 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  Cash Reserves Proxy for  Shareholders  Meeting To Be Held October
9,  2000 The  undersigned  shareholder  of Proxy  solicited  on  behalf  of the
Oppenheimer  Cash Reserves (the Board of Trustees,  which  "Fund"),  does hereby
appoint Brian recommends a vote FOR the Wixted,  Robert Bishop,  Allan Adams and
election of all nominees for Scott Farrar,  and each of them, as Trustee and FOR
each  Proposal on  attorneys-in-fact  and proxies of the the reverse  side.  The
shares  undersigned,  with  full  power  of  represented  hereby  will be  voted
substitution,  to  attend  the  Meeting  of as  indicated  on the  reverse  side
Shareholders of the Fund to be held or FOR if no choice is indicated.  October
9, 2000,  at 6803 South  Tucson Way,  Englewood,  Colorado  80112 at 10:00 A.M,
Mountain 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 Cash Reserves Proxy for Shareholders
                      Meeting to be held October 9, 2000

Your  shareholder  vote is Your prompt  response can save your  important!  Fund
money.  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       A) W.          G) R.           1. For   all    nominees
    of  Trustees      Armstrong      Kalinowski      listed  except  as  marked.
    (Proposal  No. B) R. Avis     H) C. Kast         Instruction:   To  withhold
    1)             C) G. Bowen    I) R.              authority  to vote  for any
    Election of    D) E. Cameron     Kirchner        individual  nominees,  line
                   E) J. Fossel   J) B.              out that  nominee's name at
                   F) S.             Macaskill       left.
                      Freedman    K) F.W.            Withhold  authority to
                                     Marshall        vote   for   all   nominees
                                  L) J. Swain        listed at left.
                                                     to the contrary at left.
 2.  Ratification   of  selection
     of  Deloitte  & Touche  LLP as
     independent           auditors      For          Against        Abstain
     (Proposal No. 2)
 3.  Approval of the Elimination of Certain Fundamental Restrictions of the
     Fund       (Proposal No. 3)
     a. Purchasing  Securities on Margin      For       Against        Abstain
        or Engaging in Short Sales
     b. Purchasing     Securities     of
        Issuers  in  which  Officers  or
        Trustees  of the  Fund  have  an      For       Against        Abstain
        Interest
     c. Investing in Unseasoned Issuers       For       Against        Abstain
     d. Purchasing  Securities  of Other      For       Against        Abstain
        Investment Companies
     e. Investing  in  Debt   Securities
        Having a  Maturity  of in Excess
        of One  year  from  the  Date of      For       Against        Abstain
        Purchase
     f. Entering     Into     Repurchase
        Agreements   or   Purchasing   a
        Security  Subject  to a Call for
        Redemption   if  the   Scheduled      For       Against        Abstain
        Repurchase  or  Redemption  Date
        is Greater Than One Year
  4. Approval  to  change  three  (3) of
     the Fund's  fundamental  investment
     restrictions  to permit the Fund to
     participate    in   an   inter-fund      For       Against        Abstain
     lending  arrangement  (Proposal No.
     4)
  5. Approval  of a change to the Fund's
     fundamental  policy  regarding  the
     concentration  of  its  investments      For       Against        Abstain
     (Proposal No. 5)
 6.  Authorization    to   permit    the
     Trustees  to adopt an  Amended  and
     Restated   Declaration   of   Trust      For       Against        Abstain
     (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.


<PAGE>


                            OPPENHEIMER CASH RESERVES

                     6803 South Tucson Way, Englewood, CO 80112

                    Notice Of Meeting Of Shareholders To Be Held

                                 October 9, 2000

To The Shareholders of Oppenheimer Cash Reserves:

Notice is hereby given that a Meeting of the  Shareholders  (the  "Meeting")  of
Oppenheimer  Cash Reserves (the "Fund"),  will be held at 6803 South Tucson Way,
Englewood, Colorado, 80112, at 10:00 A.M., Mountain time, on October 9, 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 August 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;

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 24, 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, Vice President & Secretary
August 24, 2000


PLEASE  RETURN YOUR PROXY CARD  PROMPTLY.  YOUR VOTE IS  IMPORTANT NO MATTER HOW
MANY SHARES YOU OWN. 760

<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
            August 1, 2000

Proposals 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 to permit inter-fund lending

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

EXHIBIT

      A:    Amended and Restated Declaration of Trust




<PAGE>


                            OPPENHEIMER CASH RESERVES

                                 PROXY STATEMENT

QUESTIONS AND ANSWERS

Q.    Who is Asking for My Vote?

A.          Trustees of  Oppenheimer  Cash Reserves (the "Fund") have asked that
            you vote on several  matters at the Special  Meeting of Shareholders
            to be held on October 9, 2000.

Q.    Who is Eligible to Vote?

A.          Shareholders of record at the close of business on July 24, 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 August
            17, 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 approve the elimination of certain fundamental investment restrictions of
the Fund;

4. To approve changes to certain fundamental investment restrictions of the Fund
to permit inter-fund lending;

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

Q.    How do the Trustees Recommend that I Vote?

A.    The Trustees recommend that you vote:

1. FOR election of all nominees as Trustees;

2. FOR 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 proposed  changes to the Fund's  fundamental  investment  restrictions to
permit inter-fund lending;

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 CASH RESERVES

                                 PROXY STATEMENT

                             Meeting of Shareholders
                          To Be Held October 9, 2000

This statement is furnished to the  shareholders  of  Oppenheimer  Cash Reserves
(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 October 9, 2000, or any adjournments  thereof.
It is expected that the mailing of this Proxy Statement will be made on or about
August 17, 2000.

                              SUMMARY OF PROPOSALS

-------------------------------------------------------------------------------
     Proposal                                          Shareholder Voting
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
1.   To Elect a Board of Trustees                      All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
2.   To Ratify the  Selection of Deloitte & Touche LLP
     as  Independent  Auditors  for the  Fund  for the All
     fiscal year beginning August 1, 2000
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
3.   To   approve   the    elimination    of   certain
     fundamental investment restrictions for the Fund
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     a.  Purchasing  Securities  on Margin or Engaging All
     in Short Sales
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     b.  Purchasing  Securities  of  Issuers  in which All
     Officers or Trustees have an Interest
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     c. Investing in Unseasoned Issuers                All
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     d.  Purchasing  Securities  of  Other  Investment All
     Companies
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     e.   Investing  in  Debt   Securities   Having  a
     Maturity  of in  Excess of One year from the Date All
     of Purchase
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
     f.   Entering  Into   Repurchase   Agreements  or
     Purchasing  a  Security  Subject  to a  Call  for
     Redemption   if  the   Scheduled   Repurchase  or All
     Redemption Date is Greater Than One Year
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
4.   To  Approve  Changes  to Four  (4) of the  Fund's
     Fundamental  Investment  Restrictions  to  Permit
     the Fund to Participate in an Inter-Fund  Lending All
     Arrangement
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
5.   Authorize  the  Trustees  to adopt an Amended and All
     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 urpose 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 Messrs. Armstrong,  Cameron and Marshall)
currently serves as a Trustee of the Fund. All of the nominees have consented to
be 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 Funds due to the positions  indicated
with the Fund's investment  advisor,  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 24, 2000 and % of Class Owned

William L. Armstrong (63)                             0
11 Carriage Lane
Littleton, CO 80121

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
10369 Clayton Road
St. Louis, MO 63131

Trustee since 1993.

Chairman,  President and Chief Executive  Officer of A.G. Edwards Capital,  Inc.
(General  Partner of private equity  funds);  formerly,  until March 1999,  Vice
Chairman and Director of A.G.  Edwards and Vice Chairman of A.G. Edwards & Sons,
Inc. (its  brokerage  company  subsidiary);  until March 1999,  Chairman of A.G.
Edwards Trust Company and A.G.E. Asset Management  (investment  advisor);  until
March 2000, a Director of A.G.  Edwards & Sons and A.G.  Edwards Trust  Company.
Director/trustee of 22 investment companies of the OppenheimerFunds complex.

* Trustee who is an Interested Person of the Fund.

Name, Age, Address                     Fund Shares Beneficially Owned as of
And Five-Year Business Experience      July 24, 2000 and % of Class Owned

George C. Bowen (64)                                  0
9224 Bauer Court
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,  an  investment  advisory  subsidiary  of the Manager;  Senior Vice
President  (since  February  1992),   Treasurer  (since  July  1991),  Assistant
Secretary and a director  (since December 1991) of Centennial  Asset  Management
Corporation,  an  investment  advisory  subsidiary  of the  Manager;  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), both are transfer
agent   subsidiaries  of  the  Manager;   Assistant   Treasurer  of  Oppenheimer
Acquisition  Corp.  (since March 1998),  the Manager's  parent holding  company;
Treasurer of Oppenheimer  Partnership  Holdings,  Inc.  (since November 1989), a
holding company  subsidiary of the Manager;  Vice President and Treasurer (since
July 1996) of Oppenheimer Real Asset  Management,  Inc., an investment  advisory
subsidiary of the Manager; Treasurer of OppenheimerFunds International Ltd., and
Oppenheimer  Millennium  Funds plc (since  October 1997),  off-shore  investment
companies managed by the Manager. Director/trustee of 17 investment companies in
the OppenheimerFunds complex.

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

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 1990.

Formerly (until October 1996) Chairman and a director of the Manager,  President
and a director of Oppenheimer  Acquisition Corp., and Shareholder Services, Inc.
and  Shareholder  Financial  Services,  Inc.  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 24, 2000 and % of Class Owned

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

Trustee since 1996.

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

Raymond J. Kalinowski (70)                            0
44 Portland Drive
St. Louis, MO 63131

Trustee since 1988.

Formerly  a  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 1987.

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. Arapahoe Road
Suite 250
Englewood, CO 80112

Trustee since 1987.

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

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

Trustee since 1995.


Name, Age, Address                     Fund Shares Beneficially Owned as of
And Five-Year Business Experience      July 24, 2000 and % of Class Owned

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;  Chairman and a director
of Shareholder  Services,  Inc.  (since August 1994) and  Shareholder  Financial
Services,  Inc. (since September  1995);  President (since September 1995) and a
director (since October 1990) of Oppenheimer  Acquisition Corp; President (since
September 1995) and a director (since November 1989) of Oppenheimer  Partnership
Holdings,  Inc.; a director of Oppenheimer  Real Asset  Management,  Inc. (since
July 1996);  President and a director  (since October 1997) of  OppenheimerFunds
International  Ltd.  and of  Oppenheimer  Millennium  Funds plc;  a director  of
Prudential Corporation plc (a U.K. financial service company); a director (since
April 2000) of  OppenheimerFunds  Legacy  Program,  a charitable  trust  program
established  by the Manager.  President  and  director/trustee  of 19 investment
companies in the OppenheimerFunds complex.

F. William Marshall, Jr. (58)                         0
87 Ely Road
Longmeadow, MA 01106

Formerly  Chairman  (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);  Executive Vice
President (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 Tucson Way
 Englewood, CO 80112

 Trustee since 1987.

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


* Trustee who is an Interested Person of the Fund.

      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,
five of the Fund's  nine  Trustees  have not been  elected by  shareholders.  In
addition,  the Board of Trustees has nominated  Messrs.  Armstrong,  Cameron and
Marshall to become  independent  Trustees of the Fund. In light of the fact that
only five of the Fund's Trustees have been elected by  shareholders,  it follows
that a meeting of shareholders needs to be held to elect Trustees.

      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 and two special  meetings of the Trustees were held during the
fiscal year ended July 31, 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),  and Kirchner,  neither of whom is an  "interested
person,"  as defined in the 1940 Act, of the  Manager or the Fund.  Mr.  Cameron
will become a member of the audit  committee if elected as a Trustee of the Fund
by shareholders.  The Committee met four times during the fiscal year ended July
31,  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 (iv) selecting and nominating the independent Trustees.

      The  Trustees  who  are  not  affiliated   with  the  investment   adviser
("Non-affiliated  Trustees")  are paid a fixed fee from the Fund for  serving on
the Board.  Each of the current Trustees also serves as trustees or directors of
other  Denver-based  investment  companies  in  the  OppenheimerFunds   complex.
Non-affiliated  Trustees are paid a retainer plus a fixed fee for attending each
meeting and are  reimbursed for expenses  incurred in connection  with attending
such meetings. Each 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  July  31,  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>


-------------------------------------------------------------------------------
                                           Number of Boards
                                           Within Oppenheimer   Total
                                           Funds Complex on     Compensation
                            Aggregate      Which Trustee        From all
Trustee's Name and          Compensation   Served as of         Oppenheimer
Other Positions             from Fund 1    12/31/99             Funds 2
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Robert G. Avis                   $239               22              $14,542
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
William A. Baker3                $245               22              $67,998
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
George C. Bowen                  $40                17              $67,998
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Jon S. Fossel                    $241               20              $66,586
  Review Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Sam Freedman                     $260               22              $73,998
  Review Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Raymond J. Kalinowski
  Former  Audit   Committee      $257               22              $73,248
  Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
C. Howard Kast
  Chairman,    Audit    and
  Review                         $274               22              $78,873
  Committees
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Robert M. Kirchner               $241               22              $69,248
  Audit Committee Member
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Ned M. Steel3                    $239               22              $67,998
-------------------------------------------------------------------------------
1.  For the Fund's fiscal year ended 07/31/00.
2.  For the 1999 calendar year.
3.  Effective July 1, 2000, Messrs. Baker and Steel resigned as Trustees of the
    und.

      The Board of Trustees  has also adopted a Deferred  Compensation  Plan for
Non-affiliated  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 July 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

Carol E. Wolf,  Vice  President  and Portfolio  Manager since 1998,  Age: 48 Two
World Trade Center,  New York, New York 10048-0203  Senior Vice President of the
Manager and  Centennial  Asset  Management  Corporation  (since  June 1990);  an
officer of other Oppenheimer funds.

Andrew J. Donohue,  Vice President and Secretary  since 1996,  Age: 49 Two World
Trade Center,  New York, NY 10048 Executive Vice President (since January 1993),
General  Counsel (since October 1991) and a Director  (since  September 1995) of
the Manager; Executive Vice President and General Counsel (since September 1993)
and  a  director  (since  January  1992)  of  the  Distributor;  Executive  Vice
President,  General  Counsel  and a director  of  HarbourView  Asset  Management
Corporation,  Shareholder Services,  Inc., Shareholder Financial Services,  Inc.
and (since September 1995) Oppenheimer Partnership Holdings, Inc.; President and
a director of Centennial  Asset Management  Corporation  (since September 1995);
President,  General Counsel and a director of Oppenheimer Real Asset Management,
Inc. (since July 1996);  General  Counsel (since May 1996) and Secretary  (since
April 1997) of Oppenheimer  Acquisition  Corp.; Vice President and a director of
OppenheimerFunds  International Ltd. and Oppenheimer Millennium Funds plc (since
October 1997);a director (since April 2000) of OppenheimerFunds  Legacy Program;
an officer of other Oppenheimer funds.

Brian W. Wixted, Treasurer since April 1999; Age: 40.
6803 South Tucson Way, Englewood, Colorado 80112

Senior Vice President and Treasurer (since April 1999) of the Manager; Treasurer
(since March 1999) of  HarbourView  Asset  Management  Corporation,  Shareholder
Services, Inc., Shareholder Financial Services, Inc. and Oppenheimer Partnership
Holdings,   Inc.  (since  April  1999);   Assistant   Treasurer  of  Oppenheimer
Acquisition  Corp. (since April 1999);  Assistant  Secretary of Centennial Asset
Management   Corporation  (since  April  1999);  formerly  Principal  and  Chief
Operating Officer,  Bankers Trust Company - Mutual Fund Services Division (March
1995 - March  1999);  Vice  President  and Chief  Financial  Officer of CS First
Boston  Investment  Management  Corp.  (September  1991 - March 1995);  and Vice
President and Accounting Manager,  Merrill Lynch Asset Management (November 1987
- September 1991).

Robert G. Zack, Assistant Secretary since 1988; Age: 51
Two World Trade Center, New York, NY 10048

Senior Vice President (since May 1985) and Associate  General Counsel (since May
1981) of the Manager;  Assistant Secretary of Shareholder Services,  Inc. (since
May 1985),  and  Shareholder  Financial  Services,  Inc.  (since November 1989);
Assistant  Secretary of  OppenheimerFunds  International  Ltd.  and  Oppenheimer
Millennium  Funds plc (since  October  1997);  an  officer of other  Oppenheimer
funds.

Robert J. Bishop, Assistant Treasurer since April 1994; Age: 41
6803 South Tucson Way, Englewood, CO 80112

Vice  President  of the  Manager/Mutual  Fund  Accounting  (since May 1996);  an
officer of other Oppenheimer funds;  formerly an Assistant Vice President of the
Manager/Mutual  Fund Accounting  (April 1994 - May 1996),  and a Fund Controller
for the Manager.

Scott T. Farrar, Assistant Treasurer since April 1994; Age: 34
6803 South Tucson Way, Englewood, CO 80112

Vice President of the Manager/Mutual Fund Accounting (since May 1996); Assistant
Treasurer of Oppenheimer  Millennium  Funds plc (since October 1997); an officer
of  other  Oppenheimer  funds;  formerly  an  Assistant  Vice  President  of the
Manager/Mutual  Fund Accounting  (April 1994 - May 1996),  and a Fund Controller
for the Manager.

All officers serve at the pleasure of the Board.

As of July 24, 2000,  the Trustees  and officers as a group  beneficially  owned
 .560 shares,  or less than 1% of the  outstanding  Class A, Class B, and Class C
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  August 1, 2000.  Deloitte also serves as auditors for
the  Manager and certain  other funds for which the Manager  acts as  investment
advisor.  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   as   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."  Restrictions  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.

      Since the Fund was  established  in 1988,  certain  legal  and  regulatory
requirements  applicable to registered investment companies (also referred to as
"funds") changed.  For example,  certain  restrictions imposed by state laws and
regulations were preempted by the National Securities Markets Improvement Act of
1996 ("NSMIA") and therefore are no longer  applicable to funds.  As a result of
NSMIA,  the  Fund  currently  is  subject  to  several  fundamental   investment
restrictions  that are either more  restrictive than required under current law,
or which are no longer required at all. A number of the fundamental restrictions
that the Fund has  adopted  in the past also  reflect  regulatory,  business  or
industry conditions,  practices or requirements which at one time, for a variety
of reasons, 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 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 investment policy. If those sub-proposals are approved by
shareholders,  the Board may adopt non-fundamental investment policies or modify
existing  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  objective  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 restrictions that have become outdated or inappropriate. The Trustees
also believe that the investment  advisor'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 Sub-Proposal or Proposal will
remain unchanged.

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

A.    Purchasing Securities on Margin or Engaging in Short Sales

      The Fund is  currently  subject to a  fundamental  investment  restriction
prohibiting it from purchasing  securities on margin or engaging in short sales.
The  existing  restriction  is  not  required  to  be a  fundamental  investment
restriction  under the 1940 Act. It is proposed  that this  current  fundamental
restriction  prohibiting  purchases of securities on margin or engaging in short
sales be eliminated. The current fundamental investment restriction is set forth
below.

                                     Current

     The Fund  cannot  purchase  securities  on  margin or make  short  sales of
securities.  Margin  purchases  involve the  purchase of  securities  with money
borrowed  from a broker.  "Margin" is the cash or eligible  securities  that the
borrower places with a broker as collateral against the loan. The Fund's current
fundamental  investment  restriction  prohibits it from purchasing securities on
margin,  except to obtain such  short-term  credits as may be necessary  for the
clearance  of  transactions.  Policies  of the SEC  allow  mutual  funds to make
initial and variation  margin  payments in connection with the purchase and sale
of futures contracts and options on futures  contracts.  In the futures markets,
"margin"  payments  are  akin to a  "performance  bond,"  rather  than a loan to
purchase  securities  as is the case in the  securities  markets.  As a  result,
futures  margins  typically  range  from  2-5% of the  value  of the  underlying
contract and are marked-to-market on a daily basis.

      In  a  short  sale,  an  investor   sells  a  borrowed   security  with  a
corresponding  obligation to the lender to return the identical security.  In an
investment technique known as a short sale  "against-the-box," an investor sells
short while owning the same  securities in the same amount,  or having the right
to obtain  equivalent  securities.  The investor  could have the right to obtain
equivalent securities,  for example, through ownership of options or convertible
securities.

      Elimination  of this  fundamental  investment  restriction  is unlikely to
affect the management of the Fund. The 1940 Act prohibitions on margin purchases
and short sales will continue to apply to the Fund.  Accordingly,  the Fund will
be able to obtain such  short-term  credits as may be necessary for clearance of
transactions  and to sell securities short provided the Fund maintains the asset
coverage as required by the 1940 Act.  Elimination of this restriction would not
affect the Fund's ability to purchase securities on margin.

B.  Purchasing  Securities  of Issuers in which  Officers  or  Trustees  Have An
Interest.

      The Fund is  currently  subject to a  fundamental  investment  restriction
prohibiting  it from  purchasing the securities of an issuer if the officers and
directors  of the  Fund  or  the  Manager  individually  own  1/2 of 1% of  such
securities and together own more than 5% of such securities. It is proposed that
the current  fundamental  restriction  be  eliminated.  The current  fundamental
investment restriction is set forth below.

                                     Current

         The Fund  cannot  invest in or hold  securities  of any issuer if those
         officers  and  trustees  or  directors  of the Fund or its  Manager who
         beneficially own individually  more than 1/2 of 1% of the securities of
         such  issuer,  together  own  more  than 5% of the  securities  of such
         issuer.

      This  restriction  was  originally  adopted to address state or "Blue Sky"
requirements in connection with the  registration of shares of the Fund for sale
in a  particular  state  or  states.  The  Board  recommends  that  shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer  applies  to the  Fund.  In  addition,  the  Board  believes  that its
elimination could increase the Fund's  flexibility when choosing  investments in
the future.

C. Investing in Unseasoned Issuers.

      The Fund is  currently  subject to a  fundamental  investment  restriction
limiting its  investment  in  securities  of issuers that have been in operation
less than three years  ("unseasoned  issuers").  It is proposed that the current
fundamental  restriction be eliminated.  The current fundamental  restriction is
set forth below.

                                     Current

         The Fund cannot  invest more than 5% of its total assets in  securities
         of companies  that have operated  less than three years,  including the
         operations of predecessors.

      This  restriction  was  originally  adopted to address state or "Blue Sky"
requirements in connection with the  registration of shares of the Fund for sale
in a  particular  state  or  states.  The  Board  recommends  that  shareholders
eliminate this fundamental investment restriction. Under NSMIA, this restriction
no longer  applies  to the  Fund.  In  addition,  the  Board  believes  that its
elimination could increase the Fund's  flexibility when choosing  investments in
the future.

D.  Investing in Other Investment Companies.

      The Fund is  currently  subject to a  fundamental  investment  restriction
limiting its  investment  in  securities of other  investment  companies.  It is
proposed that the current  fundamental  restriction be  eliminated.  The current
fundamental investment restriction is set forth below.

                                     Current

           The Fund cannot purchase  securities of other  investment  companies,
           except in connection  with a merger,  consolidation,  acquisition  or
           reorganization.

      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 objective.

      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. Elimination of this fundamental investment restriction is necessary
to permit the Fund to take  advantage of the  exemptive  relief.  While the Fund
does not currently anticipate  participating in a fund of funds arrangement,  it
may  do so in  the  future.  A fund  of  funds  arrangement  may  result  in the
duplication of expenses.

E. Investing in Debt Instrument Having a Maturity in Excess of One Year From the
Date of Purchase.

      The Fund is  currently  subject to a  fundamental  investment  restriction
limiting  its  ability to invest in debt  instruments  that have  maturities  in
excess of one year from the date of  purchase.  It is proposed  that the current
fundamental  restriction  be  eliminated.  The  current  fundamental  investment
restriction is set forth below.

                                     Current

         The Fund  cannot  invest in any debt  instrument  having a maturity  in
         excess of one year from the date of purchase,  unless purchased subject
         to a demand feature which may not exceed one year and requires  payment
         on not more than 30 days' notice.

      The  purpose  of this  proposal  is to provide  the Fund with the  maximum
flexibility  permitted by law to pursue its investment  objective.  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 1940 Act  permits  money  market  mutual  funds  like the Fund to  invest in
securities  with  remaining  maturities of up to 397 days as opposed to 365 days
under the Fund's current policy.

      The  adoption  of this  proposal  would  provide  the  Fund  with  greater
flexibility.  The Trustees  believe  that the  elimination  of this  fundamental
investment  restriction  will not produce  additional or different risks for the
Fund because the Fund will  continue to comply with the strict  requirements  of
the  1940  Act  that  are  applicable  to  money  market  funds,  including  the
restrictions related to portfolio maturity.

F. Entering into  Repurchase  Agreements or Purchasing  Securities  Subject to a
Call for Redemption.

      The Fund is  currently  subject to a  fundamental  investment  restriction
limiting  its  ability  to  enter  into  repurchase  agreements  and  redeemable
securities  having  repurchase or redemption  dates greater than one year. It is
proposed that the current  fundamental  restriction be  eliminated.  The current
fundamental investment restriction is set forth below.

                                     Current

         The Fund  cannot  enter  into a  repurchase  agreement  or  purchase  a
         security  subject to a call for redemption if the scheduled  repurchase
         or redemption date is greater than one year.

      The  purpose  of this  proposal  is to provide  the Fund with the  maximum
flexibility  permitted by law to pursue its investment  objective.  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 1940 Act  permits  money  market  mutual  funds  like the Fund to  invest in
securities with remaining maturities of up to 397 days as opposed to 365 days as
under the Fund's current policy.

      The  adoption  of this  proposal  would  provide  the  Fund  with  greater
flexibility.  The Trustees  believe  that the  elimination  of this  fundamental
investment  restriction  will not produce  additional or different risks for the
Fund because the Fund will  continue to comply with the strict  requirements  of
the  1940  Act  that  are  applicable  to  money  market  funds,  including  the
restrictions related to portfolio maturity.

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  policies.  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 or disapprove all four together.

A. Borrowing and Pledging of Assets.

      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 is  currently  subject to a  fundamental  investment  restriction
concerning  borrowing which is more  restrictive  than required by the 1940 Act.
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  up to
one-third of its total assets (including the amount borrowed).  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 Fund is also currently subject to a fundamental investment restriction
concerning  the  pledging  of Fund  assets.  It is  proposed  that this  current
fundamental investment restriction by eliminated.

      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  objective.  The
1940 Act  prohibitions  on  borrowing  by the Fund  would  continue  to apply as
discussed in this  paragraph.  Therefore,  the Fund will be able to pledge up to
331/3% of its total assets for borrowing money. 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 the proposed fundamental borrowing restriction.

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

  Current                                 Proposed

 The Fund cannot borrow money in        The Fund cannot borrow money in excess
 excess of 10% of the value of its      of 33-1/3% of the value of its total
 total assets or make any investment    assets. The Fund may borrow only from
 when borrowings exceed 5% of the       banks and/or affiliated investment
 value of its total assets; it may      companies.  With respect to this
 borrow only as a temporary measure     fundamental policy, the Fund can
 for extraordinary or emergency         borrow only if it maintains a 300%
 purposes; no assets of the Fund may    ratio of assets to borrowings at all
 be pledged, mortgaged or assigned to   times in the manner set forth in the
 secure a debt.                         Investment Company Act of 1940.


      The  current  restriction  on  borrowing  is silent  with  respect  to the
permissible entities that the Fund may borrow from. The Board proposes 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.

      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.  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 decided to apply 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 borrowing from affiliated investment companies.

      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;  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 called 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 policy 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 objective 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  instruments  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 decided to apply 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 the Fund.  The  current  and  proposed
fundamental investment restrictions are set forth below.

Current                                   Proposed

The Fund cannot make loans,  except The Fund cannot make loans  except (a) that
the Fund may  purchase  debt through  lending of  securities,  (b)  instruments
described in "Investment through the purchase of debt instruments Objective and
Policies" and or similar evidences of indebtedness,  repurchase agreements, and
the Fund (c)  through  an  interfund  lending  program  may lend its  portfolio
securities as with other affiliated funds,  provided  described under "Loans of
Portfolio  that no such loan may be made if, as a Securities"  in the Statement
of result, the aggregate of such loans Additional Information.  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.

      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.  Examples 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 objective 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. 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

      With  respect to 75% of its assets,  the Fund cannot  purchase  securities
      issued or guaranteed by any one issuer (except the U.S.  Government or its
      agencies or  instrumentalities) if more than 5% of the Fund's total assets
      would be invested in  securities of that issuer or the Fudn would then own
      more than 10% of that issuer's voting securities.

                                    Proposed

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

      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 this  Proposal 4 "Lending"  and to
permit  the  Fund  to  enter  into a fund of  funds  arrangement  as  previously
discussed  in  paragraph  D  of  Proposal  3  "Investing  in  Other   Investment
Companies."

    THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU APPROVE THIS 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
Trust  authorize them to adopt and execute the Amended and Restated  Declaration
of Trust for the Trust 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 Trust'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. On April 25, 2000, the Trustees approved the form
of the New  Declaration  of  Trust  and  authorized  the  submission  of the New
Declaration of Trust to the Trust'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 Trust
or any of its series or classes into a newly formed entity  without  shareholder
approval.  The Current  Declaration  of Trust requires  shareholder  approval in
order to reorganize the Trust 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 Trust or a series of the Trust to
reorganize into a newly formed entity. For example,  in order to reduce the cost
and  scope  of  state  regulatory  constraints  or to take  advantage  of a more
favorable tax  treatment  offered by another  state,  the Trustees may determine
that it would be in the  shareholders'  interests to  reorganize  the Trust or a
series of the Trust 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 Trust
or any  of  its  series  into  a  newly  formed  entity  and  achieve  potential
shareholder   benefits  without  incurring  the  delay  and  costs  of  a  proxy
solicitation.  Such  flexibility  should help to assure that the Trust  operates
under the most appropriate form of organization.  The Trustees have no intention
at this time of reorganizing the Trust into 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  intentions of terminating the Trust,
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 Trust 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  Trusts',  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, but not limited to, 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 (subject to shareholder approval).

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; pursuant
               to  authorization  by a  shareholder  to pay  fees or make  other
               payments  to third  parties;  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 THAT 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 24,  2000,  the Fund had  532,803,047.135  shares
outstanding,  consisting of 314,758,952.223  Class A, 169,  244,617.059 Class B,
and  48,799,477.853  Class C 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 24,  2000,
there were no  persons  who owned of record or who were known by the Fund to own
beneficially 5% or more of any class of the Fund's outstanding shares.

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 $1,639,463 by Fund during the fiscal year ended July 31, 2000.

The Manager (including subsidiaries and affiliates) currently manages investment
companies,  including  other  Oppenheimer  funds,  with assets of more than $120
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)  10,565,715  shares  of Class B  voting  stock,  and  (iii)
18,377,759 shares of Class C non-voting  stock.  This  collectively  represented
91.9% of the outstanding common stock and 90.4% of the voting power of OAC as of
that date.  Certain  officers and/or directors of the Manager held (i) 3,035,120
shares of the Class B voting stock,  representing 5.5% of the outstanding common
stock and 8.5% of the voting  power,  and (ii)  options  acquired  without  cash
payment which, when they become exercisable, allow the holders to purchase up to
1,508,523  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 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 October 1, 1998 to September 31, 1999, the only
transactions on a post-split  basis by persons who serve as Trustees of the Fund
were by Mr. Swain who exercised 80,000 options to Mass Mutual for a cash payment
of $2,621,900,  Ms. Macaskill who exercised 434,873 options to Mass Mutual for a
cash payment of $14,770,051  and Mr. Bowen who sold 11,420 shares of Class B OAC
common stock to Mass Mutual and  exercised  65,880  options to Mass Mutual for a
cash payment of $2,335,929.

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  and Chief  Financial  Officer;  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;  and Charles Albers, Victor Babin,
Bruce Bartlett,  Richard Bayha, 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 Annual and Semi-Annual
Reports to Shareholders of the Fund,  including financial statements of the Fund
for the fiscal year ended July 31, 1999 and six months ended  December 31, 1999,
respectively, previously have been sent

to all shareholders. Upon request, shareholders may obtain without charge a copy
of the  Semi-Annual  and Annual Reports 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  advisor,  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.  Abstentions 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 Proposals 1 and 2 requires the  affirmative  vote of
the majority of outstanding shares present at the meeting. Approval of Proposals
3 through 6  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  (for  certain  matters  and 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

      The Board does not intend to bring any matters  before the  Meeting  other
than  Proposals  1 through 5 and the Board and the  Manager are not aware of any
other  matters to be brought  before the  Meeting by others.  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.

      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,
                                    Vice President & Secretary
                                    August __, 2000











760_Proxy-0700_Draft.doc


<PAGE>


                                    EXHIBIT A

                     AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                            OPPENHEIMER CASH RESERVES


      This  DECLARATION OF TRUST,  made as of the 20th day of January,  1995, by
and among the individuals  executing this  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;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

            (f)  Equality.  Except  as  provided  herein  or in  the  instrument
designating  and  establishing  any Series or Class,  all Shares of a particular
Series or Class shall  represent an equal  proportionate  interest in the assets
belonging  to that Series,  or in the case of a Class,  belonging to that Series
and  allocable  to that Class,  (subject to the  liabilities  belonging  to that
Series or that Class), and each Share of any particular Series or Class shall be
equal to each other Share of that Series or Class;  but the  provisions  of this
sentence  shall not restrict  any  distinctions  permissible  under this Article
FOURTH  that may exist  with  respect  to Shares of the  different  Classes of a
Series.  The  Trustees may from time to time divide or combine the Shares of any
particular  Class or Series  into a greater  or lesser  number of Shares of that
Class or Series  provided that such division or combination  does not change the
proportionate  beneficial  interest  in the assets  belonging  to that Series or
allocable  to that  Class or in any way affect the rights of Shares of any other
Class or Series.

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

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

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

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

person to accept  orders for the purchase or sale of Shares that conform to such
authorized terms and to reject any purchase or sale orders for Shares whether or
not conforming to such authorized terms.

      ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
      -------------   ----------------------------------------

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

      1. The Shareholders shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to Shareholders, or removal of Trustees
to the  extent  and as  provided  in  Article  SIXTH,  (b) with  respect  to the
amendment of this Declaration of Trust to the extent and as provided in part 12,
Article  NINTH,  (c) with respect to  transactions  with respect to the Trust, a
Series or Class as provided in part 4(a),  Article NINTH, (d) to the same extent
as the shareholders of a Massachusetts  business  corporation,  as to whether or
not a court  action,  proceeding  or  claim  should  be  brought  or  maintained
derivatively  or as a class  action on behalf of the Trust any Series,  Class or
the Shareholders, (e) with respect to those matters relating to the Trust as may
be required by the 1940 Act or required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any  registration  statement of the Trust filed with
the Commission or any State, or as the Trustees may consider desirable,  and (f)
with  respect  to any  other  matter  as to which the  Trustees,  in their  sole
discretion, shall submit to the Shareholders.

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

      3. As to each matter submitted to a vote of Shareholders, each Shareholder
shall  be  entitled  to one vote for each  whole  Share  and to a  proportionate
fractional vote for each fractional Share standing in such Shareholder's name on
the books of the Trust  irrespective  of the Series thereof or the Class thereof
and all Shares of all Series and Classes  shall vote together as a single Class;
provided,  however,  that (i) as to any matter with  respect to which a separate
vote of one or more Series or Classes thereof is required by the 1940 Act or the
provisions of the writing establishing and designating the Series or Class, such
requirements  as to a separate  vote by such Series or Class thereof shall apply
in lieu of all Shares of all Series and  Classes  thereof  voting  together as a
single Class;  and (ii) as to any matter which affects only the interests of one
or more particular Series or Classes thereof,  only the holders of Shares of the
one or more affected  Series or Classes  thereof shall be entitled to vote,  and
each such Series or Class shall vote as a separate Class. All Shares of a Series
shall have identical voting rights,  and all Shares of a Class of a Series shall
have identical voting rights. Shares may be voted in person or by proxy. Proxies
may be given by or on behalf of a  Shareholder  orally or in writing or pursuant
to any computerized, telephonic, or mechanical data gathering process.

      4.  Except  as  required  by the  1940 Act or other  applicable  law,  the
presence in person or by proxy of one-third of the Shares entitled to vote shall
be a  quorum  for  the  transaction  of  business  at a  Shareholders'  meeting,
provided,  however,  that if any  action  to be taken by the  Shareholders  of a
Series or Class  requires  an  affirmative  vote of a  majority,  or more than a
majority,  of the Shares  outstanding and entitled to vote, then with respect to
voting  on that  particular  issue  the  presence  in  person or by proxy of the
holders of a majority of the Shares  outstanding  and entitled to vote at such a
meeting shall  constitute a quorum for the  transaction of business with respect
to  such  issue.  Any  number  less  than  a  quorum  shall  be  sufficient  for
adjournments.  If at any meeting of the Shareholders  there shall be less than a
quorum  present with respect to a particular  issue to be voted on, such meeting
may be adjourned,  without further notice,  with respect to such issue from time
to time until a quorum shall be present  with respect to such issue,  but voting
may take place with respect to issues for which a quorum is present. Any meeting
of  Shareholders,  whether or not a quorum is  present,  may be  adjourned  with
respect to any one or more items of business  for any lawful  purpose,  provided
that no  meeting  shall  be  adjourned  for  more  than six  months  beyond  the
originally scheduled date. Any adjourned session or sessions may be held, within
a reasonable time after the date for the original  meeting without the necessity
of further notice. A majority of the Shares voted at a meeting at which a quorum
is present  shall decide any  questions  and a plurality  shall elect a Trustee,
except when a different  vote is  required by any  provision  of the 1940 Act or
other applicable law or by this Declaration of Trust or By-Laws.

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

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

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

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

      ARTICLE SIXTH - THE TRUSTEES
      -------------   ------------

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

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

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

      ARTICLE SEVENTH - POWERS OF TRUSTEES
      ---------------   ------------------

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

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

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

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

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

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

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

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

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

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

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

            (g) to delegate  such  authority as they  consider  desirable to any
officers  of the Trust and to any  investment  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 or
otherwise;

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

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

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

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

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

            (p) to borrow  money and to  pledge,  mortgage  or  hypothecate  the
assets  of the  Trust or any  part  thereof,  to the  extent  and in the  manner
permitted by the 1940 Act;

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

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

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

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

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

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

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

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

            (y) to purchase  and pay for  entirely  out of Trust  property  such
insurance  and/or  bonding as they may deem  necessary  or  appropriate  for the
conduct of the  business,  including,  without  limitation,  insurance  policies
insuring the assets of the Trust and payment of  distributions  and principal on
its portfolio  investments,  and insurance  policies  insuring the Shareholders,
Trustees,  officers,   employees,  agents,  consultants,   investment  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.  This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder  based upon the acts or  omissions  of such  shareholder  or for any
other reason.

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

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

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

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

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

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

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

      11.  Securities  held by the Trust shall be voted in person or by proxy by
the President or a  Vice-President,  or such officer or officers of the Trust or
such other  agent of the Trust as the  Trustees  shall  designate  or  otherwise
authorize by standing policies adopted by the Trustees for the purpose,  or by a
proxy or proxies thereunto duly authorized by the Trustees.

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

            (b) Specifically, but without limitation of the foregoing, the Trust
may enter into a management  or  investment  advisory  contract or  underwriting
contract  and other  contracts  with,  and may  otherwise  do business  with any
manager or investment 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 solely because of the existence of any
such contract or  transaction;  provided  that nothing  herein shall protect any
director or officer of the Trust  against any  liability  to the trust or to its
security  holders  to which he would  otherwise  be subject by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.

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

                  (i) the term  "indemnitee"  shall  mean any  present or former
Trustee,  officer or  employee  of the  Trust,  any  present or former  Trustee,
partner,  Director  or officer of another  trust,  partnership,  corporation  or
association  whose  securities  are or were  owned by the  Trust or of which the
Trust is or was a  creditor  and who  served or serves in such  capacity  at the
request of the Trust, and the heirs, executors,  administrators,  successors and
assigns of any of the foregoing;  however,  whenever conduct by an indemnitee is
referred to, the conduct  shall be that of the original  indemnitee  rather than
that of the heir, executor, administrator, successor or assignee;

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

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

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

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

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

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

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

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

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

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

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

      ARTICLE NINTH - MISCELLANEOUS:
      -------------   -------------

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

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

      3. The exercise by the Trustees of their powers and  discretion  hereunder
in good faith and with reasonable care under the circumstances  then prevailing,
shall be binding upon everyone  interested.  Subject to the provisions of part 2
of this Article  NINTH,  the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. Subject to the foregoing,  (a) Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant,  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
part 2 of this  Article  NINTH,  shall  be  under  no  liability  for any act or
omission in  accordance  with such advice or for failing to follow such  advice;
and (c) in discharging  their duties,  the Trustees,  when acting in good faith,
shall be  entitled  to rely  upon the  books of  account  of the  Trust and upon
written  reports  made to the  Trustees by any officer  appointed  by them,  any
independent  public  accountant,  and (with respect to the subject matter of the
contract involved) any officer,  partner or responsible  employee of a party who
has been  appointed  by the  Trustees or with whom the Trust has entered  into a
contract pursuant to Article SEVENTH. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

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

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

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

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

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

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

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

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

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

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

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

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

                       [Remainder of Page Intentionally Left Blank]





<PAGE>


IN WITNESS WHEREOF, the undersigned have executed this instrument as of the ____
day of _________, 2000.

                             [SIGNATURE LINES OMITTED]



<PAGE>



                              DECLARATION OF TRUST

                                       OF

                            OPPENHEIMER CASH RESERVES





                    AMENDED AND RESTATED DECLARATION OF TRUST

                                       OF

                        OPPENHEIMER ________________ FUND


      This DECLARATION OF TRUST, made as of the ____ day of _________,  ____, by
and among the individuals  executing this  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;


shares;

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

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

     This Trust shall be known as OPPENHEIMER  ______________  FUND. The address
of  Oppenheimer  ______________  Fund is Two World Trade  Center,  New York,  NY
10048. The Registered  Agent for Service is Massachusetts  Mutual Life Insurance
Company, 1295 State Street, Springfield, Massachusetts 01111, Attention: Stephen
Kuhn, Esq.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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



      2. The 2.(a) Classes. The Trustees shall have the exclusive authority from
time to time, without obtaining  shareholder  approval,  to divide the Shares of
any Series into two or more Classes as they deem necessary or desirable,  and to
establish and  designate  such  Classes.  In such event,  each Class of a Series
shall  represent  interests in the designated  Series of the Trust and have such
voting,  dividend,  liquidation  and  other  rights  as may be  established  and
designated  by the  Trustees.  Expenses  and  liabilities  related  directly  or
indirectly  to the  Shares  of a Class of a Series  may be borne  solely by such
Class (as shall be determined by the Trustees)  and, as provided in this Article
FOURTH. The bearing of expenses and liabilities solely by a Class of Shares of a
Series  shall  be  appropriately  reflected  (in the  manner  determined  by the
Trustees) in the net asset value,  dividend and liquidation rights of the Shares
of such Class of a Series.  The  division of the Shares of a Series into Classes
and the terms and  conditions  pursuant  to which the Shares of the Classes of a
Series will be issued must be made in compliance  with the 1940 Act. No division
of Shares of a Series into  Classes  shall  result in the creation of a Class of
Shares having a preference as to dividends or  distributions  or a preference in
the event of any  liquidation,  termination  or winding up of the Trust,  to the
extent such a preference  is  prohibited by Section 18 of the 1940 Act as to the
Trust.  The  fact  that a Series  shall  have  initially  been  established  and
designated  without any specific  establishment or designation of Classes (i.e.,
that all Shares of such

            The relative rights and preferences  Class A shares,  Class B shares
and Class C shares shall be the same in all respects except that, and unless and
until  the  Board of  Trustees  shall  determine  otherwise:  (i) when a vote of
Shareholders  is required  under this  Declaration of Trust or when a meeting of
Shareholders  is called by the Board of  Trustees,  the Shares of a Class  shall
vote  exclusively  on matters  that  affect  that  Class  only;  (ii)Series  are
initially  of a  single  Class),  or that a  Series  shall  have  more  than one
established and designated Class,  shall not limit the authority of the Trustees
to establish and designate separate Classes,  or one or more additional Classes,
of said Series without approval of the holders of the initial Class thereof,  or
previously established and designated Class or Classes thereof.

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

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

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

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

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

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

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

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

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

            (f)  Equality.  Except  as  provided  herein  or in  the  instrument
designating  and  establishing  any Series or Class,  all Shares of a particular
Series or Class shall  represent an equal  proportionate  interest in the assets
belonging  to that Series,  or in the case of a Class,  belonging to that Series
and  allocable  to that Class,  (subject to the  liabilities  belonging  to that
Series or that Class), and each Share of any particular Series or Class shall be
equal to each other Share of that Series or Class;  but the  provisions  of this
sentence  shall not restrict  any  distinctions  permissible  under this Article
FOURTH  that may exist  with  respect  to Shares of the  different  Classes of a
Series.  The  Trustees may from time to time divide or combine the Shares of any
particular  Class or Series  into a greater  or lesser  number of Shares of that
Class or Series  provided that such division or combination  does not change the
proportionate  beneficial  interest  in the assets  belonging  to that Series or
allocable  to that  Class or in any way affect the rights of Shares of any other
Class or Series.

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


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

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



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

      ARTICLE FIFTH - SHAREHOLDERS' VOTING POWERS AND MEETINGS
      -------------   ----------------------------------------


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



      1. The Shareholders shall have the power to vote only (a) for the election
of Trustees when that issue is submitted to Shareholders, or removal of Trustees
to the  extent  and as  provided  in  Article  SIXTH,  (b) with  respect  to the
amendment of this Declaration of Trust to the extent and as provided in part 12,
Article (c)NINTH,  (c) with respect to transactions with respect to the Trust, a
Series or Class as provided in part 4(a),  Article NINTH, (d) to the same extent
as the shareholders of a Massachusetts  business  corporation,  as to whether or
not a court  action,  proceeding  or  claim  should  be  brought  or  maintained
derivatively  or as a class  action on behalf of the Trust any Series,  Class or
the Shareholders, (e) with respect to those matters relating to the Trust as may
be required by the 1940 Act or required by law, by this Declaration of Trust, or
the By-Laws of the Trust or any  registration  statement of the Trust filed with
the Commission or any State, or as the Trustees may consider desirable,  and (f)
with  respect  to any  other  matter  as to which the  Trustees,  in their  sole
discretion, shall submit to the Shareholders.



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


      3. As to each matter submitted to a vote of Shareholders, each Shareholder
shall  be  entitled  to one vote for each  whole  Share  and to a  proportionate
fractional vote for each fractional Share standing in such Shareholder's name on
the books of the Trust  irrespective  of the Series thereof or the Class thereof
and all Shares of all Series and Classes  shall vote together as a single Class;
provided,  however,  that (i) as to any matter with  respect to which a separate
vote of one or more Series or Classes thereof is required by the 1940 Act or the
provisions of the writing establishing and designating the Series or Class, such
requirements  as to a separate  vote by such Series or Class thereof shall apply
in lieu of all Shares of all Series and  Classes  thereof  voting  together as a
single Class;  and (ii) as to any matter which affects only the interests of one
or more particular Series or Classes thereof,  only the holders of Shares of the
one or more affected  Series or Classes  thereof shall be entitled to vote,  and
each such Series or Class shall vote as a separate Class. All Shares of a Series
shall have identical voting rights,  and all Shares of a Class of a Series shall
have identical voting rights. Shares may be voted in person or by proxy. Proxies
may be given by or on behalf of a  Shareholder  orally or in writing or pursuant
to any computerized, telephonic, or mechanical data gathering process.

      4.  Except  as  required  by the  1940 Act or other  applicable  law,  the
presence in person or by proxy of one-third of the Shares entitled to vote shall
be a  quorum  for  the  transaction  of  business  at a  Shareholders'  meeting,
provided,  however,  that if any  action  to be taken by the  Shareholders  of a
Series or Class  requires  an  affirmative  vote of a  majority,  or more than a
majority,  of the Shares  outstanding and entitled to vote, then with respect to
voting  on that  particular  issue  the  presence  in  person or by proxy of the
holders of a majority of the Shares  outstanding  and entitled to vote at such a
meeting shall  constitute a quorum for the  transaction of business with respect
to  such  issue.  Any  number  less  than  a  quorum  shall  be  sufficient  for
adjournments.  If at any meeting of the Shareholders  there shall be less than a
quorum  present with respect to a particular  issue to be voted on, such meeting
may be adjourned,  without further notice,  with respect to such issue from time
to time until a quorum shall be present  with respect to such issue,  but voting
may take place with respect to issues for which a quorum is present. Any meeting
of  Shareholders,  whether or not a quorum is  present,  may be  adjourned  with
respect to any one or more items of business  for any lawful  purpose,  provided
that no  meeting  shall  be  adjourned  for  more  than six  months  beyond  the
originally scheduled date. Any adjourned session or sessions may be held, within
a reasonable time after the date for the original  meeting without the necessity
of further notice. A majority of the Shares voted at a meeting at which a quorum
is present  shall decide any  questions  and a plurality  shall elect a Trustee,
except when a different  vote is  required by any  provision  of the 1940 Act or
other applicable law or by this Declaration of Trust or By-Laws.

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

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

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

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

      ARTICLE SIXTH - THE TRUSTEES
      -------------   ------------

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

        2. 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 le2. A Trustee at any time may be  removed  either  with or
without cause by resolution duly adopted by the affirmative  vote of the holders
of two-thirds of the  outstanding  Shares,  present in person or by proxy at any
meeting of Shareholders called for such purpose;  such a meeting shall be called
by the Trustees when  requested in writing to do so by the record holders of not
less  than ten per  centum of the  outstanding  Shares.  A  Trustee  may also be
removed by the Board of Trustees, as provided in the By-Laws of the Trust.

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

      ARTICLE SEVENTH - POWERS OF TRUSTEES
      ---------------   ------------------

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

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

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


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



     4. The Trustees in all instances shall act as principals, and are and shall
be free from the control of the Shareholders. The Trustees shall have full power
and  authority to do any and all acts and to make and execute,  and to authorize
the officers and agents of the Trust to make and execute,  any and all contracts
and  instruments  that they may consider  necessary or appropriate in connection
with the management of the Trust. discretion,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 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, the Trustees shall have power and authority:

            (a) tmake any and all investments which they, in their  uncontrolled
discretion and to the same extent as if the Trustees were the sole owners of the
assets of the Trust and the  business  in their own right,  shall deem proper to
accomplish the purpose of this Trust.  Subject to any  applicable  limitation in
this Declaration of Trust or by the By-Laws of the Trust, and in addition to the
powers otherwise granted herein, the Trustees shall have power and authority:

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

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

            (c) to employ as  custodian  of any  assets of the Trust one or more
banks,  trust  companies,  companies  that are members of a national  securities
exchange, or any other entity qualified and eligible to act as a custodian under
the 1940 Act, as modified by or 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 one or more transfer agents and shareholder  servicing
agents,  or both, and may authorize such transfer agents or servicing  agents to
employ sub-agents;

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

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

            (g) to delegate  such  authority as they  consider  desirable to any
officers  of the Trust and to any  investment  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 or
otherwise;

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

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

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

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

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

            (p) to borrow  money and to  pledge,  mortgage  or  hypothecate  the
assets  of the  Trust or any  part  thereof,  to the  extent  and in the  manner
permitted by the 1940 Act;

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

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

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

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

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

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

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

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

            (y) to purchase  and pay for  entirely  out of Trust  property  such
insurance  and/or  bonding as they may deem  necessary  or  appropriate  for the
conduct of the  business,  including,  without  limitation,  insurance  policies
insuring the assets of the Trust and payment of  distributions  and principal on
its portfolio  investments,  and insurance  policies  insuring the Shareholders,
Trustees,  officers,   employees,  agents,  consultants,   investment  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.  This
paragraph shall not limit the right of the Trustees to assert claims against any
shareholder  based upon the acts or  omissions  of such  shareholder  or for any
other reason.

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

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

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

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

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

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


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


      11.  Securities  held by the Trust shall be voted in person or by proxy by
the President or a  Vice-President,  or such officer or officers of the Trust or
such other  agent of the Trust as the  Trustees  shall  designate  or  otherwise
authorize by standing policies adopted by the Trustees for the purpose,  or by a
proxy or proxies thereunto duly authorized by the Trustees.

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

            (b) Specifically, but without limitation of the foregoing, the Trust
may enter into a management  or  investment  advisory  contract or  underwriting
contract  and other  contracts  with,  and may  otherwise  do business  with any
manager or investment 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 solely because of the existence of any
such contract or  transaction;  provided  that nothing  herein shall protect any
director or officer of the Trust  against any  liability  to the trust or to its
security  holders  to which he would  otherwise  be subject by reason of willful
misfeasance,  bad faith,  gross  negligence or reckless  disregard of the duties
involved in the conduct of his office.

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

                  (i) the term  "indemnitee"  shall  mean any  present or former
Trustee,  officer or  employee  of the  Trust,  any  present or former  Trustee,
partner,  Director  or officer of another  trust,  partnership,  corporation  or
association  whose  securities  are or were  owned by the  Trust or of which the
Trust is or was a  creditor  and who  served or serves in such  capacity  at the
request of the Trust, and the heirs, executors,  administrators,  successors and
assigns of any of the foregoing;  however,  whenever conduct by an indemnitee is
referred to, the conduct  shall be that of the original  indemnitee  rather than
that of the heir, executor, administrator, successor or assignee;

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

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

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


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


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

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



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

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



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


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

      ARTICLE EIGHTH - LICENSE
      --------------   -------

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

          NINTH:
      ARTICLE NINTH - MISCELLANEOUS:
      -------------   -------------

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

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

      3. The exercise by the Trustees of their powers and  discretion  hereunder
in good faith and with reasonable care under the circumstances  then prevailing,
shall be binding upon everyone  interested.  Subject to the provisions of part 2
of this Article  NINTH,  the Trustees shall not be liable for errors of judgment
or mistakes of fact or law. Subject to the foregoing,  (a) Trustees shall not be
responsible or liable in any event for any neglect or wrongdoing of any officer,
agent, employee, consultant,  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
part 2 of this  Article  NINTH,  shall  be  under  no  liability  for any act or
omission in  accordance  with such advice or for failing to follow such  advice;
and (c) in discharging  their duties,  the Trustees,  when acting in good faith,
shall be  entitled  to rely  upon the  books of  account  of the  Trust and upon
written  reports  made to the  Trustees by any officer  appointed  by them,  any
independent  public  accountant,  and (with respect to the subject matter of the
contract involved) any officer,  partner or responsible  employee of a party who
has been  appointed  by the  Trustees or with whom the Trust has entered  into a
contract pursuant to Article SEVENTH. The Trustees shall not be required to give
any bond as such, nor any surety if a bond is required.

     4. This Trust shall continue without  limitation of time but subject to the
provisions of sub-sections (a) and (b) of this part convey Subject to applicable
Federal  and State  law,  and  except as  otherwise  provided  in part 5 of this
Article  NINTH,  the  Trustees,  with the Majority  Vote of  Shareholders  of an
affected  Series or Class,  may sell and  convey  all or  substantially  all the
assets of that Series or Class  (which sale may be subject to the  retention  of
assets for the payment of  liabilities  and expenses and may be in the form of a
statutory merger to the extent permitted by applicable law) to another issuer or
to  another  Series or Class of the Trust  for a  consideration  which may be or
include  securities  of such issuer or may merge or  consolidate  with any other
corporation,  association,  trust, or other  organization or may sell, lease, or
exchange all or a portion of the Trust property or Trust  property  allocated or
belonging to such Series or Class,  upon such terms and  conditions and for such
consideration  when and as authorized  by such vote.  Such  transactions  may be
effected  through  share-for-share  exchanges,  transfers  or  sale  of  assets,
shareholder  in-kind  redemptions and purchases,  exchange offers,  or any other
method  approved  by the  Trustees.  Upon  making  provision  for the payment of
liabilities,  by  assumption  by such issuer or  otherwise,  the Trustees  shall
distribute the remaining proceeds among the holders of the outstanding Shares of
the Series or Class, the assets of which have been so transferred, in proportion
to the relative net asset value of such Shares.

Series.


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

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

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

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


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


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


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



12. The Trustee may, without the vote or consent of the  Shareholders,  amend or
otherwise  supplement  this  Declaration of Trust by executing or authorizing an
officer of the Trust to execute on their behalf a Restated  Declaration of Trust
or a Declaration of Trust  supplemental  hereto,  which  thereafter shall form a
part


<PAGE>




      hereof, provided,  however, that none of the following amendments shall be
effective  unless also  approved  by a Majority  Vote of  Shareholders:  (i) any
amendment to parts 1, 3 and 4, Article  FIFTH;  (ii) any  amendment to this part
12,  Article NINTH;  (iii) any amendment to part 1, Article NINTH;  and (iv) any
amendment to part 4(a),  Article  NINTH that would  change the voting  rights of
Shareholders  contained  therein.  Any amendment required to be submitted to the
Shareholders that, as the Trustees  determine,  shall affect the Shareholders of
any Series or Class shall,  with respect to the Series or Class so affected,  be
authorized  by vote of the  Shareholders  of that Series or Class and no vote of
Shareholders  of a Series or Class not affected by the amendment with respect to
that Series or Class shall be required.  Notwithstanding  anything  else herein,
any  amendment  to  Article  NINTH,  part  1  shall  not  limit  the  rights  to
indemnification or insurance provided therein with respect to action or omission
or indemnities or Shareholder indemnities prior to such amendment.

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

                       [Remainder of Page Intentionally Left Blank]




<PAGE>



      IN WITNESS  WHEREOF,  the undersigned  have executed this instrument as of
the ____ day of _________, 2000.




Jr.
-
Trustee
Court
92468


Kirchner
-         -
Trustee
Boulevard
80210


Kast
-
Trustee
Alameda


/s/ James C. Swain      /s/ Jo

-----------------------------------      ---------------------------------

Robert G. Galli                          Leon Levy
19750 Beach Road                         One Sutton Place
Jupiter Island, FL 33469                 New York, NY 10022



                                         ---------------------------------
-----------------------------------      ---------------------------------

Benjamin Lipstein                        Bridget A. Macaskill
591 Breezy Hill Road                     160 E. 81st Street
Hillsdale, NY  12529                     New York, New York  10028



                                         ---------------------------------
-----------------------------------      ---------------------------------

Elizabeth B. Moynihan                    Kenneth A. Randall
801 Pennsylvania Avenue                  6 Whittaker's Mill
Washington, DC  20004                    Williamsburg, VA  23185



                                         ---------------------------------
-----------------------------------      ---------------------------------

Edward V. Regan                          Russell S. Reynolds
40 Park Avenue                           39 Clapboard Ridge Road
New York, NY  10016                      Greenwich, CT  06830



                                         ---------------------------------
-----------------------------------      ---------------------------------

Donald W. Spiro                          Pauline Trigere
399 Ski Trail                            525 Park Avenue
Kinnelon, NJ  07405                      New York, NY  10021



-----------------------------------

Clayton K. Yeutter
1325 Merrie Ridge Road
McLean, Virginia  22101



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