DISTRIBUTION AND SERVICE PLAN AND AGREEMENT with OppenheimerFunds Distributor, Inc. For Class C Shares of Mercury Advisors S&P 500 Index Fund This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 19th of December, 2000, by...




             DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
                                with
                 OppenheimerFunds Distributor, Inc.
                        For Class C Shares of
                 Mercury Advisors S&P 500 Index Fund

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the
19th of December,  2000, by and between Mercury Advisors S&P 500 Index 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 C 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 0000 Xxx) 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 0.0625% (0.75% 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 0000  Xxx) 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
shall 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  shall
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  0.1875%  (0.75% 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 0000
Xxx) of the Fund's  outstanding  voting  Class C 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 December 19, 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 C 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 0000 Xxx) of the Fund's  outstanding  Class C 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.

                       Mercury Advisors S&P 500 Index Fund



                               by:  ______________________________
                                    Xxxxxx X. Xxxxxxx
                                    Secretary


                       OppenheimerFunds Distributor, Inc.



                               by:  _____________________________
                                    Xxxxxxxxx X. Xxxx
                          Vice President and Secretary





MercuryAdvisorsS&P12b1-C




                  DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
                                      with
                       OppenheimerFunds Distributor, Inc.
                              For Class N Shares of
                       MERCURY ADVISORS S&P 500 Index Fund

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the
19th day of December,  2000, by and between Mercury  Advisors S&P 500 Index 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 0000 Xxx) 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 0.02083%  (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 0000  Xxx) 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,  the  Distributor  may, at its sole
option, 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.

           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 0000
Xxx) 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 December 19, 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 0000 Xxx) 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.

                               Mercury Advisors S&P 500 Index Fund



                               By: ___________________________
                                    Xxxxxx X. Xxxxxxx
                                    Secretary


                               OppenheimerFunds Distributor, Inc.



                               By: ___________________________
                                    Xxxxxxxxx X. Xxxx
                          Vice President and Secretary



Mercury AdvisorsS&P12b-1N




                     SERVICE PLAN AND AGREEMENT

                               Between

               Mercury Advisors S&P 500 Index Fund and

                 OppenheimerFunds Distributor, Inc.

                         For Class A Shares

Service Plan and Agreement dated the 19th day of December,  2000, by and between
Mercury Advisors S&P 500 Index Fund (the "Fund") and OppenheimerFunds
Distributor, Inc. (the "Distributor").

1. The Plan. This Plan is the Fund's written service plan for its Class A 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., with which the Fund has agreed
to comply.  Pursuant to this Plan the Fund will reimburse the  Distributor for a
portion of its costs  incurred in connection  with the personal  service and the
maintenance of shareholder  accounts  ("Accounts") that hold Class A Shares (the
"Shares")  of the Fund.  The Fund may be deemed to be acting as  distributor  of
securities of which it is the issuer,  according to the terms of this Plan.  The
Distributor  is authorized  under the Plan to pay  "Recipients,"  as hereinafter
defined,  for  rendering  services and for the  maintenance  of  Accounts.  Such
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) "Recipient"  shall  mean any  broker,  dealer,  bank or other  financial
        institution  which:  (i) 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  (iii) has been  selected  by the
        Distributor  to receive  payments  under the Plan.  Notwithstanding  the
        foregoing,  a majority of the Fund's Board of Trustees (the "Board") who
        are not "interested  persons" (as defined in the Investment  Company Act
        of 1940,  referred  to in this plan as 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 broker,  dealer,  bank or other  institution  as a Recipient,
        whereupon such entity's rights as a third party beneficiary hereof shall
        terminate.

    (b) "Qualified  Holdings" shall mean, as to any Recipient,  all Shares owned
        beneficially  or  of  record  by:  (i)  such  Recipient,  or  (ii)  such
        customers,  clients  and/or  accounts  as to which such  Recipient  is a
        fiduciary or custodian or co-fiduciary  or  co-custodian  (collectively,
        the "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
        two  entities  would  otherwise  qualify  as  Recipients  as to the same
        Shares,  the Recipient which is the dealer of record on the Fund's books
        shall be deemed the  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 the lesser of: (i) .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,  or (ii) the
        Distributor's  actual  expenses  under the Plan for that  quarter of the
        type approved by the Board.  The Distributor  will use such fee received
        from the Fund in its  entirety  to  reimburse  itself  for  payments  to
        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  paragraph.  The  Distributor  may make Plan
        payments to any "affiliated  person" (as defined in the 0000 Xxx) of the
        Distributor if such affiliated person qualifies as a Recipient.

        The  services  to be  rendered  by the  Distributor  and  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 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 a 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,  a
        Recipient  may  not  be  rendering   appropriate   services,   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  services in this  regard.  If the
        Distributor  still is not satisfied,  it may take  appropriate  steps to
        terminate the Recipient's status as such under the Plan,  whereupon such
        entity's rights as a third-party beneficiary hereunder shall terminate.

        Payments  received by the Distributor  from the Fund under the Plan will
        not be  used to pay any  interest  expense,  carrying  charge  or  other
        financial  costs, or allocation of overhead of the  Distributor,  or for
        any other purpose other than for the payments  described in this Section
        3. The amount payable to the Distributor each quarter will be reduced to
        the extent that reimbursement  payments otherwise  permissible under the
        Plan have not been authorized by the Board of Trustees for that quarter.
        Any  unreimbursed  expenses  incurred for any quarter by the Distributor
        may not be recovered in later periods.

    (b) The Distributor shall make payments to any 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  (excluding
        Shares acquired in reorganizations  with investment  companies for which
        OppenheimerFunds,  Inc. or an affiliate  acts as investment  adviser and
        which have not adopted a distribution plan at the time of reorganization
        with the Fund). However, no such payments shall be made to any 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
        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  Recipients of the Minimum
        Qualified  Holdings  and the rate of payments  hereunder  applicable  to
        Recipients,  and shall provide each such  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 be sufficient notice.

    (c) Under  the  Plan,   payments   may  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.

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 Fund who are not "interested  persons" of the Fund
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 Fund shall
provide at least  quarterly a written report to the Fund's Board for its review,
detailing the amount of all payments made pursuant to this Plan, the identity of
the Recipient of each such payment, and the purposes for which the payments were
made.  The report shall state  whether all  provisions of Section 3 of this Plan
have been complied with. The Distributor shall annually certify to the Board the
amount of its total  expenses  incurred  that year with  respect to the personal
service  and  maintenance  of Accounts in  conjunction  with the Board's  annual
review of the continuation of the Plan.

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 0000 Xxx) of the Fund's  outstanding Shares of the Class, 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  December  19,  2000 for the  purpose of voting on this  Plan.  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 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 0000 Xxx) of the Fund's outstanding Class A voting
securities.  This Plan may not be amended to increase  materially  the amount of
payments to be made without approval of the Class A 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. Shareholder and Trustee Liability Disclaimer. The Distributor understands and
agrees that the obligations of the Fund under this Plan are not binding upon any
shareholder or Trustee of the Fund personally,  but 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.

                          Mercury Advisors S&P 500 Index Fund


                          By:  ________________________________________
                                Xxxxxx X. Xxxxxxx
                                Secretary

                          OppenheimerFunds Distributor, Inc.


                          By:  ________________________________________
                                Xxxxxxxxx X. Xxxx
                               Vice President and Secretary






MercuryAdvisorsS&P.12b1A



              DISTRIBUTION  AND  SERVICE  PLAN  AND AGREEMENT

                                With

                 OppenheimerFunds Distributor, Inc.

                        For Class B Shares of

                 Mercury Advisors S&P 500 Index Fund

This Distribution and Service Plan and Agreement (the "Plan") is dated as of the
19th day of December,  2000, by and between Mercury  Advisors S&P 500 Index 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 B  shares  of the  Fund  (the  "Shares"),  designed  to  comply  with  the
provisions  of 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 this Plan
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 Fund's  Xxxxxxxxxxxx  Xxxxxxxxx,  (xx) xxx 0000 Xxx,  (xxx) the Rule,
(iv) Rule 2830 of the Conduct  Rules of the National  Association  of Securities
Dealers,  Inc.,  or any  amendment or successor to such rule (the "NASD  Conduct
Rules")  and  (v)  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 0000 Xxx) 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.







                                       5

      (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  assistance  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 Services 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 0.0625% (0.75% 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") outstanding until such Shares
are  repurchased or converted to another class of shares of the Fund,  provided,
however,  that a majority of the Independent Trustees may, but are not obligated
to, set a time period (the "Fund Maximum Holding  Period") from time to time for
such payments.  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  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 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, 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 0000  Xxx) of the  Distributor  if such  affiliated  person
qualifies as a Recipient or retain such payments if the Distributor qualifies as
a Recipient.

           (i)  Service  Fee. In  consideration  of the  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:  (i)  "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 (ii) 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, the 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 repurchase 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  Fees   (Asset-Based   Sales  Charge)
Payments.  In its sole  discretion  and  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 a Recipient quarterly,  within forty-five (45) days after the end of
each  calendar  quarter,  at a rate not to  exceed  0.1875%  (0.75% 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  until such Shares are  repurchased  or converted to another  class of
shares  of the Fund,  provided,  however,  that a  majority  of the  Independent
Trustees  may,  but are not  obligated  to, set a time  period  (the  "Recipient
Maximum Holding Period") for making such payments.  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 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 direct the
Distributor to set,  eliminate or modify the Fund Maximum  Holding  Period,  any
Minimum Holding Period,  the Recipient Maximum Holding Period and/or any Minimum
Qualified  Holdings and/or to split  requirements so that different time periods
apply to shares that are afforded different shareholder privileges and features.
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
revised current prospectus, Statement of Additional Information or supplement to
either 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 that apply to such fees and charges
under the NASD Conduct Rules relating to sales of shares of open-end funds.

      (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. In the
event that  either the  Distributor  or the Board  should have reason to 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  such  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,  where upon
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  nominations  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 0000
Xxx) of the Fund's  outstanding  Class B voting  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 its Independent Trustees cast in person at a
meeting  called on December  19,  2000,  for the purpose of voting on this Plan.
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 B 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 vote of a  majority  of the
Independent  Trustees or by the vote of the holders of a "majority"  (as defined
in the 0000 Xxx) of the Fund's  outstanding  Class B 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  Trustee and  shareholder
liability for acts or obligations of the Fund.

                               Mercury Advisors S&P 500 Index Fund


                    By: ____________________________________
                               Xxxxxx X. Xxxxxxx,
Secretary

                               OppenheimerFunds Distributor, Inc.


                    By: ____________________________________
                       Xxxxxxxxx X. Xxxx, Vice President &
Secretary


MercuryAdvisorsS&P.12B-1B
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DISTRIBUTION AND SERVICE PLAN AND AGREEMENT with OppenheimerFunds Distributor, Inc. For Class C Shares of Mercury Advisors S&P 500 Index Fund This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 19th of December, 2000, by...

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DISTRIBUTION AND SERVICE PLAN AND AGREEMENT with OppenheimerFunds Distributor, Inc. For Class C Shares of Mercury Advisors S&P 500 Index Fund This Distribution and Service Plan and Agreement (the "Plan") is dated as of the 19th of December, 2000, by...

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