-1-
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class N Shares of
▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 12th day of October, 2000, by
and between ▇▇▇▇▇▇▇▇▇▇▇ Growth Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for Class N shares of the Fund
---------
(the "Shares"), contemplated by Rule 12b-1 as it may be amended from time to time (the "Rule") under the
Investment Company Act of 1940 (the "1940 Act"), pursuant to which the Fund will compensate the Distributor for
its services in connection with the distribution of Shares, and the personal service and maintenance of
shareholder accounts that hold Shares ("Accounts"). The Fund may act as distributor of securities of which it is
the issuer, pursuant to the Rule, according to the terms of this Plan. The terms and provisions of this Plan
shall be interpreted and defined in a manner consistent with the provisions and definitions contained in (i) the
1940 Act, (ii) the Rule, (iii) Rule 2830 of the Conduct Rules of the National Association of Securities Dealers,
Inc., or any applicable amendment or successor to such rule (the "NASD Conduct Rules") and (iv) any conditions
pertaining either to distribution-related expenses or to a plan of distribution to which the Fund is subject
under any order on which the Fund relies, issued at any time by the U.S. Securities and Exchange Commission
("SEC").
2. Definitions. As used in this Plan, the following terms shall have the following meanings:
-----------
(a) "Recipient" shall mean any broker, dealer, bank or other person or entity which: (i) has
rendered assistance (whether direct, administrative or both) in the distribution of Shares or has provided
administrative support services with respect to Shares held by Customers (defined below) of the Recipient; (ii)
shall furnish the Distributor (on behalf of the Fund) with such information as the Distributor shall reasonably
request to answer such questions as may arise concerning the sale of Shares; and (iii) has been selected by the
Distributor to receive payments under the Plan.
(b) "Independent Trustees" shall mean the members of the Fund's Board of Trustees who are not
"interested persons" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund and who have no direct or indirect financial
interest in the operation of this Plan or in any agreement relating to this Plan.
(c) "Customers" shall mean such brokerage or other customers or investment advisory or other
clients of a Recipient, and/or accounts as to which such Recipient provides administrative support services or is
a custodian or other fiduciary.
(d) "Qualified Holdings" shall mean, as to any Recipient, all Shares owned beneficially or of
record by: (i) such Recipient, or (ii) such Recipient's Customers, but in no event shall any such Shares be
deemed owned by more than one Recipient for purposes of this Plan. In the event that more than one person or
entity would otherwise qualify as Recipients as to the same Shares, the Recipient which is the dealer of record
on the Fund's books as determined by the Distributor shall be deemed the Recipient as to such Shares for purposes
of this Plan.
3. Payments for Distribution Assistance and Administrative Support Services.
-------------------------------------------------------------------------
(a) Payments to the Distributor. In consideration of the payments made by the Fund to the
----------------------------
Distributor under this Plan, the Distributor shall provide administrative support services and distribution
services to the Fund. Such services include distribution assistance and administrative support services rendered
in connection with Shares (1) sold in purchase transactions, (2) issued in exchange for shares of another
investment company for which the Distributor serves as distributor or sub-distributor, or (3) issued pursuant to
a plan of reorganization to which the Fund is a party. If the Board believes that the Distributor may not be
rendering appropriate distribution assistance or administrative support services in connection with the sale of
Shares, then the Distributor, at the request of the Board, shall provide the Board with a written report or other
information to verify that the Distributor is providing appropriate services in this regard. For such services,
the Fund will make the following payments to the Distributor:
(i) Administrative Support Service Fees. Within forty-five (45) days of the end of each
------------------------------------
calendar quarter, the Fund will make payments in the aggregate amount of 0.0625% (0.25% on an annual basis) of
the average during that calendar quarter of the aggregate net asset value of the Shares computed as of the close
of each business day (the "Service Fee"). Such Service Fee payments received from the Fund will compensate the
Distributor for providing administrative support services with respect to Accounts. The administrative support
services in connection with Accounts may include, but shall not be limited to, the administrative support
services that a Recipient may render as described in Section 3(b)(i) below.
(ii) Distribution Assistance Fees (Asset-Based Sales Charge). Within ten (10) days of the end
--------------------------------------------------------
of each month, the Fund will make payments in the aggregate amount of 0.0208% (0.25% on an annual basis) of the
average during the month of the aggregate net asset value of Shares computed as of the close of each business day
(the "Asset-Based Sales Charge"). Such Asset-Based Sales Charge payments received from the Fund will compensate
the Distributor for providing distribution assistance in connection with the sale of Shares.
The distribution assistance services to be rendered by the Distributor in connection with the Shares may
include, but shall not be limited to, the following: (i) paying sales commissions to any broker, dealer, bank or
other person or entity that sells Shares, and/or paying such persons "Advance Service Fee Payments" (as defined
below) in advance of, and/or in amounts greater than, the amount provided for in Section 3(b) of this Agreement;
(ii) paying compensation to and expenses of personnel of the Distributor who support distribution of Shares by
Recipients; (iii) obtaining financing or providing such financing from its own resources, or from an affiliate,
for the interest and other borrowing costs of the Distributor's unreimbursed expenses incurred in rendering
distribution assistance and administrative support services to the Fund; and (iv) paying other direct
distribution costs, including without limitation the costs of sales literature, advertising and prospectuses
(other than those prospectuses furnished to current holders of the Fund's shares ("Shareholders")) and state
"blue sky" registration expenses.
(b) Payments to Recipients. The Distributor is authorized under the Plan to pay Recipients (1)
-----------------------
distribution assistance fees for rendering distribution assistance in connection with the sale of Shares and/or
(2) service fees for rendering administrative support services with respect to Accounts. However, no such
payments shall be made to any Recipient for any quarter in which its Qualified Holdings do not equal or exceed,
at the end of such quarter, the minimum amount ("Minimum Qualified Holdings"), if any, that may be set from time
to time by a majority of the Independent Trustees. All fee payments made by the Distributor hereunder are
subject to reduction or chargeback so that the aggregate service fee payments and Advance Service Fee Payments do
not exceed the limits on payments to Recipients that are, or may be, imposed by the NASD Conduct Rules. The
Distributor may make Plan payments to any "affiliated person" (as defined in the ▇▇▇▇ ▇▇▇) of the Distributor if
such affiliated person qualifies as a Recipient or retain such payments if the Distributor qualifies as a
Recipient.
In consideration of the services provided by Recipients, the Distributor may make the following payments
to Recipients:
(i) Service Fee. In consideration of administrative support services provided by a Recipient
-----------
during a calendar quarter, the Distributor shall make service fee payments to that Recipient quarterly, within
forty-five (45) days of the end of each calendar quarter, at a rate not to exceed 0.0625% (0.25% on an annual
basis) of the average during the calendar quarter of the aggregate net asset value of Shares, computed as of the
close of each business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or
by its Customers for a period of more than the minimum period (the "Minimum Holding Period"), if any, that may be
set from time to time by a majority of the Independent Trustees.
Alternatively, the Distributor may, at its sole option, make the following service fee payments to any
Recipient quarterly, within forty-five (45) days of the end of each calendar quarter: (A) "Advance Service Fee
Payments" at a rate not to exceed 0.25% of the average during the calendar quarter of the aggregate net asset
value of Shares, computed as of the close of business on the day such Shares are sold, constituting Qualified
Holdings, sold by the Recipient during that quarter and owned beneficially or of record by the Recipient or by
its Customers, plus (B) service fee payments at a rate not to exceed 0.0625% (0.25% on an annual basis) of the
average during the calendar quarter of the aggregate net asset value of Shares, computed as of the close of each
business day, constituting Qualified Holdings owned beneficially or of record by the Recipient or by its
Customers for a period of more than one (1) year. At the Distributor's sole option, Advance Service Fee Payments
may be made more often than quarterly, and sooner than the end of the calendar quarter. In the event Shares are
redeemed less than one year after the date such Shares were sold, the Recipient is obligated to and will repay
the Distributor on demand a pro rata portion of such Advance Service Fee Payments, based on the ratio of the time
such Shares were held to one (1) year.
The administrative support services to be rendered by Recipients in connection with the Accounts may
include, but shall not be limited to, the following: answering routine inquiries concerning the Fund, assisting
in the establishment and maintenance of accounts or sub-accounts in the Fund and processing Share redemption
transactions, making the Fund's investment plans and dividend payment options available, and providing such other
information and services in connection with the rendering of personal services and/or the maintenance of
Accounts, as the Distributor or the Fund may reasonably request.
(ii) Distribution Assistance Fee (Asset-Based Sales Charge) Payments. Irrespective of whichever alternative
-------------------------------------------------------------------------
method of making service fee payments to Recipients is selected by the Distributor, in addition the Distributor
may make distribution assistance fee payments to each Recipient quarterly, within forty-five (45) days after the
end of each calendar quarter, at a rate not to exceed 0.0625% (0.25% on an annual basis) of the average during
the calendar quarter of the aggregate net asset value of Shares computed as of the close of each business day
constituting Qualified Holdings owned beneficially or of record by the Recipient or its Customers for a period of
more than one (1) year. Alternatively, at its sole option, the Distributor may make distribution assistance fee
payments to a Recipient quarterly, at the rate described above, on Shares constituting Qualified Holdings owned
beneficially or of record by the Recipient or its Customers without regard to the 1-year holding period described
above. Distribution assistance fee payments shall be made only to Recipients that are registered with the SEC as
a broker-dealer or are exempt from registration.
The distribution assistance to be rendered by the Recipients in connection with the sale of Shares may
include, but shall not be limited to, the following: distributing sales literature and prospectuses other than
those furnished to current Shareholders, providing compensation to and paying expenses of personnel of the
Recipient who support the distribution of Shares by the Recipient, and providing such other information and
services in connection with the distribution of Shares as the Distributor or the Fund may reasonably request.
(c) A majority of the Independent Trustees may at any time or from time to time (i) increase or
decrease the rate of fees to be paid to the Distributor or to any Recipient, but not to exceed the rates set
forth above, and/or (ii) direct the Distributor to increase or decrease any Minimum Holding Period, any maximum
period set by a majority of the Independent Trustees during which fees will be paid on Shares constituting
Qualified Holdings owned beneficially or of record by a Recipient or by its Customers (the "Maximum Holding
Period"), or Minimum Qualified Holdings. The Distributor shall notify all Recipients of any Minimum Qualified
Holdings, Maximum Holding Period and Minimum Holding Period that are established and the rate of payments
hereunder applicable to Recipients, and shall provide each Recipient with written notice within thirty (30) days
after any change in these provisions. Inclusion of such provisions or a change in such provisions in a
supplement or amendment to or revision of the prospectus of the Fund shall constitute sufficient notice.
(d) The Service Fee and the Asset-Based Sales Charge on Shares are subject to reduction or
elimination under the limits to which the Distributor is, or may become, subject under the NASD Conduct Rules.
(e) Under the Plan, payments may also be made to Recipients: (i) by OppenheimerFunds, Inc. ("OFI")
from its own resources (which may include profits derived from the advisory fee it receives from the Fund), or
(ii) by the Distributor (a subsidiary of OFI), from its own resources, from Asset-Based Sales Charge payments or
from the proceeds of its borrowings, in either case, in the discretion of OFI or the Distributor, respectively.
(f) Recipients are intended to have certain rights as third-party beneficiaries under this Plan,
subject to the limitations set forth below. It may be presumed that a Recipient has provided distribution
assistance or administrative support services qualifying for payment under the Plan if it has Qualified Holdings
of Shares that entitle it to payments under the Plan. If either the Distributor or the Board believe that,
notwithstanding the level of Qualified Holdings, a Recipient may not be rendering appropriate distribution
assistance in connection with the sale of Shares or administrative support services for Accounts, then the
Distributor, at the request of the Board, shall require the Recipient to provide a written report or other
information to verify that said Recipient is providing appropriate distribution assistance and/or services in
this regard. If the Distributor or the Board of Trustees still is not satisfied after the receipt of such
report, either may take appropriate steps to terminate the Recipient's status as a Recipient under the Plan,
whereupon such Recipient's rights as a third-party beneficiary hereunder shall terminate. Additionally, in their
discretion a majority of the Fund's Independent Trustees at any time may remove any broker, dealer, bank or other
person or entity as a Recipient, whereupon such person's or entity's rights as a third-party beneficiary hereof
shall terminate. Notwithstanding any other provision of this Plan, this Plan does not obligate or in any way
make the Fund liable to make any payment whatsoever to any person or entity other than directly to the
Distributor. The Distributor has no obligation to pay any Service Fees or Distribution Assistance Fees to any
Recipient if the Distributor has not received payment of Service Fees or Distribution Assistance Fees from the
Fund.
4. Selection and Nomination of Trustees. While this Plan is in effect, the selection and nomination of
------------------------------------
persons to be Trustees of the Fund who are not "interested persons" of the Fund ("Disinterested Trustees") shall
be committed to the discretion of the incumbent Disinterested Trustees. Nothing herein shall prevent the
incumbent Disinterested Trustees from soliciting the views or the involvement of others in such selection or
nomination as long as the final decision on any such selection and nomination is approved by a majority of the
incumbent Disinterested Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Fund shall provide written reports to the
-------
Fund's Board for its review, detailing the amount of all payments made under this Plan and the purpose for which
the payments were made. The reports shall be provided quarterly, and shall state whether all provisions of
Section 3 of this Plan have been complied with.
6. Related Agreements. Any agreement related to this Plan shall be in writing and shall provide that: (i)
------------------
such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the
Independent Trustees or by a vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's
outstanding voting Class N shares; (ii) such termination shall be on not more than sixty days' written notice to
any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its
"assignment" (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of
the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such
agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to
year only so long as such continuance is specifically approved at least annually by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan has been approved by a vote of the
-------------------------------------------------------
Board and of its Independent Trustees cast in person at a meeting called on October 12, 2000, for the purpose of
voting on this Plan and shall take effect as of the date first set forth above. Unless terminated as hereinafter
provided, it shall continue in effect until renewed by the Board in accordance with the Rule and thereafter from
year to year or as the Board may otherwise determine but only so long as such continuance is specifically
approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called
for the purpose of voting on such continuance
This Plan may not be amended to increase materially the amount of payments to be made under this Plan,
without approval of the Class N Shareholders at a meeting called for that purpose and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
This Plan may be terminated at any time by a vote of a majority of the Independent Trustees or by the
vote of the holders of a "majority" (as defined in the ▇▇▇▇ ▇▇▇) of the Fund's outstanding Class N voting
shares. In the event of such termination, the Board and its Independent Trustees shall determine whether the
Distributor shall be entitled to payment from the Fund of all or a portion of the Service Fee and/or the
Asset-Based Sales Charge in respect of Shares sold prior to the effective date of such termination.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of
------------------------------------------------
the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only
the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the
Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the
Fund.
▇▇▇▇▇▇▇▇▇▇▇ Growth Fund
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ______________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary
OppenheimerFunds Distributor, Inc.
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
By: ______________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary