AMENDED AND RESTATED
DISTRIBUTION AND
SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC. AND
▇▇▇▇▇▇▇▇▇▇▇ VARIABLE ACCOUNT FUNDS
FOR SERVICE SHARES OF
▇▇▇▇▇▇▇▇▇▇▇ SMALL CAP GROWTH FUND/VA
AMENDED AND RESTATED DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan")
dated the 29th day of February, 2000, by and between ▇▇▇▇▇▇▇▇▇▇▇ VARIABLE
ACCOUNT FUNDS (the "Trust") for the account of its ▇▇▇▇▇▇▇▇▇▇▇ SMALL CAP GROWTH
FUND/VA (the "Fund") and OPPENHEIMERFUNDS DISTRIBUTOR, INC. (the "Distributor").
1. The Plan. This Plan is the Fund's written distribution and service plan for
its Service Shares described in the Fund's registration statement as of the date
this Plan takes effect, contemplated by and to comply with Rule 2830 of the
Conduct Rules of the National Association of Securities Dealers, Inc., 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 ("Accounts") that hold Service Shares (the "Shares") of the
Fund. The Fund may be deemed to be acting as distributor of securities of which
it is the issuer, pursuant to Rule 12b-1 under the Investment Company Act of
1940 (the "1940 Act"), according to the terms of this Plan. The Distributor is
authorized under the Plan to pay "Insurance Company Recipients," as hereinafter
defined, for rendering services and for the maintenance of Accounts and for
distributing Service Shares. Such Insurance Company Recipients are intended to
have certain rights as third-party beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have the
following meanings:
(a) "Insurance Company Recipient" shall mean any insurance company or affiliate
thereof or other person or entity which: (i) has rendered assistance (whether
direct, administrative, or both) in the distribution of Shares and/or has
rendered services in connection with the personal service and maintenance of
Accounts; (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 such service and/or the sale of Shares; and (iii) has
been selected by the Distributor to receive payments under the Plan.
Notwithstanding the foregoing, a majority of the Trust's Board of Trustees (the
"Board") who are not "interested persons" (as defined in the 1940 Act) and who
have no direct or indirect financial interest in the operation of this Plan or
in any agreements relating to this Plan (the "Independent Trustees") may remove
any institution as a Insurance Company Recipient, whereupon such entity's rights
as a third-party beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Insurance Company Recipient, all
Shares owned beneficially or of record by: (i) such Insurance Company Recipient,
(ii) such clients of such Insurance Company Recipient and/or accounts as to
which such Insurance Company Recipient provides administrative services and/or
is a fiduciary or custodian or co-fiduciary or co-custodian (collectively, the
"Customers"), or (iii) separate accounts created or sponsored by such Insurance
Company Recipient or its affiliate, but in no event shall any such Shares be
deemed owned by more than one Insurance Company Recipient for purposes of this
Plan. In the event that two entities would otherwise qualify as Insurance
Company Recipients as to the same Shares, the Distributor shall determine which
Insurance Company Recipient shall be deemed the Insurance Company Recipient as
to such Shares for purposes of this Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the Distributor, within
forty-five (45) days of the end of each calendar quarter, in the amount of
.0625% (.25% on an annual basis) of the average during the calendar quarter of
the aggregate net asset value of the Shares, computed as of the close of each
business day (the "Service Fee"), provided, however, that the Distributor may,
in its sole discretion, reduce that payment level from time to time. The
Distributor will use such fee received from the Fund in its entirety for
payments to Insurance Company Recipients and for its other expenditures and
costs of the type approved by the Board incurred in connection with the personal
service and maintenance of Accounts including, but not limited to, the services
described in the following two paragraphs. The Distributor may make Plan
payments to any "affiliated person" (as defined in the 1940 Act) of the
Distributor if such affiliated person qualifies as a Insurance Company
Recipient.
The services to be rendered by the Distributor and Insurance Company Recipients
in connection with the personal service and the maintenance of Accounts may
include, but shall not be limited to, the following: answering routine inquiries
from the Insurance Company Recipient's Customers concerning the Fund, providing
such Customers with information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the Fund, making
the Fund's investment plans and dividend payment options available, and
providing such other information and Customer liaison services and the
maintenance of Accounts as the Distributor or the Fund may reasonably request.
It may be presumed that an Insurance Company Recipient has provided services
qualifying for compensation under the Plan if it has Qualified Holdings of
Shares to entitle it to payments under the Plan. In the event that either the
Distributor or the Board should have reason to believe that, notwithstanding the
level of Qualified Holdings, an Insurance Company Recipient may not be rendering
appropriate services, then the Distributor, at the request of the Board, shall
require the Insurance Company Recipient to provide a written report or other
information to verify that said Insurance Company Recipient is providing
appropriate services in this regard. If the Distributor still is not satisfied,
it may take appropriate steps to terminate the Insurance Company Recipient's
status as such under the Plan, whereupon such entity's rights as a third-party
beneficiary hereunder shall terminate.
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 insurance company, broker,
dealer, bank or other person or entity that directly or indirectly sells Shares;
(ii) paying compensation to and expenses of personnel of the Distributor who
support distribution of Shares by Insurance Company 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
direct and indirect holders of the Fund's shares ("Shareholders")).
(b) The Distributor shall make payments to any Insurance Company Recipient
quarterly, within forty-five (45) days of the end of each calendar quarter, at a
rate not to exceed .0625% (.25% on an annual basis) of the average during the
calendar quarter of the aggregate net asset value of the Shares computed as of
the close of each business day, of Qualified Holdings owned beneficially or of
record by the Insurance Company Recipient or by its Customers, provided,
however, that the Distributor may, in its sole discretion, reduce that payment
level from time to time. However, no such payments shall be made to any
Insurance Company Recipient for any such 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, to be set from time to time by a majority of the
Independent Trustees. A majority of the Independent Trustees may at any time or
from time to time increase or decrease and thereafter adjust the rate of fees to
be paid to the Distributor or to any Insurance Company Recipient, but not to
exceed the rate set forth above, and/or increase or decrease the number of
shares constituting Minimum Qualified Holdings. The Distributor shall notify all
Insurance Company Recipients of the Minimum Qualified Holdings and the rate of
payments hereunder applicable to Insurance Company Recipients, and shall provide
each Insurance Company 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 revised current prospectus shall constitute sufficient
notice.
(c) Under the Plan, payments may be made to Insurance Company 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.
4. Selection and Nomination of Trustees. While this Plan is in effect, the
selection or replacement of Independent Trustees and the nomination of those
persons to be Trustees of the Trust who are not "interested persons" of the Fund
or the Trust shall be committed to the discretion of the Independent Trustees.
Nothing herein shall prevent the Independent Trustees from soliciting the views
or the involvement of others in such selection or nomination if the final
decision on any such selection and nomination is approved by a majority of the
incumbent Independent Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Trust shall
provide at least quarterly a written report to the Trust's Board for its review,
detailing the amount of all payments made under this Plan, and the purposes 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 vote of a majority of the Independent
Trustees or by a vote of the holders of a "majority" (as defined in the 1940
Act) of the Fund's outstanding voting securities of the Shares, on not more than
sixty days written notice to any other party to the agreement; (ii) such
agreement shall automatically terminate in the event of its "assignment" (as
defined in the 1940 Act); (iii) it 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 (iv) it 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 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 Independent Trustees cast in person at a meeting
called on February 29, 2000 for the purpose of voting on this Plan, and shall
take effect on the later of (i) the date that Shares are first issued to
OppenheimerFunds, Inc. or any other person, or (ii) May 1, 2000. When this Plan
takes effect, the Fund's Service Plan and Agreement dated May 1, 1998, by and
between the Trust and OFI, shall be terminated. Unless terminated as hereinafter
provided, it shall continue in effect until October 31, 2000 and from year to
year thereafter or as the Board may otherwise determine only so long as such
continuance is specifically approved at least annually by the Board and its
Independent Trustees by a vote cast in person at a meeting called for the
purpose of voting on such continuance. This Plan may be terminated at any time
by vote of a majority of the Independent Trustees or by the vote of the holders
of a "majority" (as defined in the 1940 Act) of the Fund's outstanding voting
Service 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 in respect of Shares sold
prior to the effective date of such termination. This Plan may not be amended to
increase materially the amount of payments to be made without approval of the
Service Shareholders, in the manner described above, and all material amendments
must be approved by a vote of the Board and of the Independent Trustees.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor understands
that the obligations of the Trust 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 Trust and the Fund.
▇▇▇▇▇▇▇▇▇▇▇ VARIABLE ACCOUNT FUNDS
on behalf of ▇▇▇▇▇▇▇▇▇▇▇ SMALL CAP GROWTH FUND/VA
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Secretary
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
_________________________
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Vice President and Secretary
OFMI\60612b38
