Common use of Disclaimer of Shareholder and Trustee Liability Clause in Contracts

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Champion Income Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Select Value Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Global Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Divxxxxxxxx Xxnd By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochexxxx Xxxxxxia Municipal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary Sxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, PresidentPrxxxxxxx

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochexxxx Xxxxxxhusetts Municipal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary Sxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, PresidentPrxxxxxxx

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Transition 2010 Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Strategic Income Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Balanced Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Moderate Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) California Municixxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Dividend Growth Fxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Gold & Special Mixxxxxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Groxxx Xxxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Assistaxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Global Opportunitxxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Balanced Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff Robert G. Zack James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Emerging Growth Fxxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Secretaxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(ROpporxxxxxx Xxxx(X) By: /s/ Robert G. Zack Robert G. Zack, Zack Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) California Municipal Fund By: /s/ Robert Rober G. Zack Robert Xxxert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James Xxxes H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Select Value Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Limited Term Califxxxxx Xxxxxipal Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Capital Appreciation Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Michxxxx Xxxxxxpal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Aggressive Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Bond Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Gold & Special Minxxxxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Convertible Secxxxxxxx Xxxd, a series of Bond Fund Series By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Limited Term Caxxxxxxxx Xxnicipal Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Limited Term Municipal Fund By: /s/ Robert G. Zack Robert Xxxxrt G. Zack, Vice President and Secretary Secrexxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Xxxxx Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Capital Appreciation Fund By: /s/ Robert G. Zack Robert G. Xxxxxx X. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James Xxxxx H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Capital Income Fund By: /s/ Robert G. Zack Robert G. ZackXxxxxx X. Xxxk, Vice President and & Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. RuffXxxxx X. Xxxf, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Oppoxxxxxxx Xxxd By: /s/ /s/Robert G.Zack --------- Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ---------- James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Emerging Growth Fuxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistanx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Minnxxxxx Xxxxxipal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Select Value Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) By: /s/ Robert G. Zack Robert G. ZackDiscovery Fund By:/s/Phillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistaxx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ By:/s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Baring China Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Champion Income Fund By: /s/ Robert G. Zack Robert Xobert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James Xames H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(ROpportxxxxx Xxxx(X) By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Transition 2015 Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Champion Income Fuxx By: /s/ Robert G. Zack Robert G. ZackDina C. Lee --------------- Dina C. Lee, Vice President and Secretary Assistant Secretaxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ----------------- James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Virgxxxx Xxxxxxpal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Emerging Growth Fxxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Assistaxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street International Small Cap Fund(R) Company Fund By: /s/ Robert G. Zack Robert G. ZackXxxxxx X. Xxck, Vice President and Secretary OppenheimerFunds XxxxnheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. RuffXxxxx X. Xxff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Balanced Fund By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistaxx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Transition 2015 Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Conservative Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Maxxxxxxxxxxx Municipal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) U.S. Government Trust By: /s/ Robert G. Zack Robert Xxbert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Xxxxs Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Growth Fund By: /s/ Robert G. Zack Zack__________ Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Maryxxxx Xxxxxxpal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Divxxxxxxxx Xxnd By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street International Small Cap Fund(R) Xxxxxxx Xxxd By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Transition 2010 Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Groxxx Xxxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistaxx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) AMT-Free Municipals By: /s/ Robert G. Zack ------------------------ Robert G. Zack, Vice President and Secretary OppenheimerFunds XxxxxheimerFunds Distributor, Inc. By: /s/ James H. Ruff -------------------------- James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Total Return Bond Xxxx By: /s/ /s/Robert G. Zack ------------------------ Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff ------------------------ James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Dividend Growth Fxxx By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Baring Japan Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Global Fund By: /s/ Robert G. Zack Robert G. Zack/s/Phillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistaxx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Global Opportunitxxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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. Aggressive Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. Inc By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Ohio Municipal Fxxx By: /s/ /s/Robert G. Zack Robert Xxbert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James Xxxxs H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Emerging Growth Fxxx By: /s/ Robert G. Zack Robert G. ZackPhillip S. Gillespie Phillip S. Gillespie, Vice President and Secretary Assistaxx Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff _ James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Real Asset Fund By: /s/ Robert G. Zack ------------------ Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ----------------- James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Aggressive Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Discovery Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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. Active Allocation Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert Xxxxrt G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. Inc By: /s/ /s/James H. Ruff James Xxxxs H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Discovery Fund By: /s/ Robert G. Zack Robert Xxbert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Xxmes Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Discovery Fund By: /s/ Robert G. Zack ------------------- Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ---------------- James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Strategic Income Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and & Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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. Moderate Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. Inc By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Noxxx Xxxxxxxa Municipal Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Capital Appreciation Fund By: /s/ Robert G. Zack Robert G. Xxxxxx X. Zack, Vice President and Secretary OppenheimerFunds XxxenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Xxxxx X. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Limited Term Municipal Funx By: /s/ Robert G. Zack Robert G. Zack, Vice President and & Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Active Allocation Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert Xxxxrt G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James Xxxxs H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Groxxx Xxxx By: /s/ Robert G. Zack Robert G. ZackPhillip s. Gillespie Phillip S. Gillespie, Vice President and Assistaxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Champion Income Fxxx By: /s/ Robart G. Zack ------------------ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ----------------- James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(ROpporxxxxxx Xxxx(X) By: /s/ Robert G. Zack Robert G. Zack, Zack Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Divexxxxxxx Xxxd By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. Inc By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Dividend Growth Fuxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Real Asset Fund By: /s/ Robert G. Zack ------------------ Robert G. Zack, Vice President and xxx Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ----------------- James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) U.S. Government Trust By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that -------------------------------------------------- the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Emerging Technologxxx Xxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Active Allocation Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Cash Reserves By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary & Xxxxxxxxx OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, Ruff President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Conservative Investor Fund, a series of Oppenheimer Main Street Small Cap Fund(R) Portfolio Series By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

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 Trust disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Quest Balanced Fuxx, x xxxxxs of Oppenheimer Quest for Value Fxxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) International Bond Fund By: /s/ Robert G. Zack Robert Xobert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Growth Fund By: /s/ Robert G Zack_______________ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff Ruff_______________ James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Rochester Ohio Xxxxxxxxx Fund By: /s/ /s/Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ /s/James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Balanced Fund By: /s/ Robert Robart G. Zack ------------------ Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff ----------------- James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Capital Income Fund By: /s/ Robert G. Zack Robert G. ZackXxxxxx X. Xxck, Vice President and & Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Xxxxx X. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Dividxxx Xxxxxx Fund By: /s/ Robert G. Zack -------------------------- Robert G. Zack, Vice President and Zack Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff --------------------------- James H. Ruff, Ruff President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) U.S. Government Txxxx By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Strategic Income Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and & Assistant Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under this Plan are not binding upon any Trustee or shareholder of the Fund personally, but bind only the Fund and the Fund's property. The Distributor represents that it has notice of the provisions of the Declaration of Trust of the Fund disclaiming shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(ROpporxxxxxx Xxxx(X) By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President

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 Trustee and shareholder and Trustee liability for acts or obligations of the Fund. Oppenheimer Main Street Small Cap Fund(R) Discovery Fund By: /s/ Robert G. Zack Robert G. Zack, Vice President and Secretary OppenheimerFunds Distributor, Inc. By: /s/ James H. Ruff James H. Ruff, President