AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx U.S. Government Trust
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 11thth day of April, 2002, by and
between Xxxxxxxxxxx U.S. Government Trust (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
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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 reimburse the Distributor
for a portion of its costs incurred in connection with the personal service and 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, 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 "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:
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(a) "Recipient" shall mean any broker, dealer, bank or other 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 0000 Xxx) 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 brokerage or other customers, or investment advisory or other clients of such
Recipient 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.
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(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) 0.25% 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.
Notwithstanding the foregoing, the Fund will not make payments to the Distributor in excess of the amount the
Distributor pays to Recipients. 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 charges or other financial costs, or allocation of overhead by 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 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 0.25% 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 Recipient or by its Customers. 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.
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 0.25% 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.
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 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 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
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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
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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
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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 voting
securities 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
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Trustees cast in person at a meeting called on April 11, 2002 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 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 0000 Xxx) of the Fund's
outstanding voting securities of Class A. 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. Disclaimer of Shareholder and Trustee Liability. The Distributor understands that the obligations of the Fund under
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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.
Xxxxxxxxxxx U.S. Government Trust
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxxxxx X. Xxxx
Xxxxxxxxx X. Xxxx,
Vice President & Secretary
N1a\220\Orgdocs\220-ServPlnAgreeA-(0402).doc
