0000728889-10-000965 Sample Contracts

AMENDED AND RESTATED Distribution and Service Plan and Agreement
Plan and Agreement • June 28th, 2010 • Oppenheimer Emerging Growth Fund

This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 26th day of October, 2005, revised as of the 30th day of June 2010, by and between Oppenheimer Small- & Mid-Cap Growth Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor"). 1. The Plan. This Plan is the Fund's written distribution and service plan for Class C 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 interprete

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AMENDED AND RESTATED
Distribution and Service Plan and Agreement • June 28th, 2010 • Oppenheimer Emerging Growth Fund

This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 26th day of October, 2005, revised as of the 30th day of June 2010, by and between Oppenheimer Small- & Mid-Cap Growth Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor"). 1. The Plan. This Plan is the Fund's written distribution and service plan for Class 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 interpre

AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 28th, 2010 • Oppenheimer Emerging Growth Fund

AMENDED AND RESTATED AGREEMENT, dated as of the 1st day of January, 2005, revised as of the 30th day of June 2010 by and between OPPENHEIMER SMALL- & MID-CAP GROWTH FUND, a Massachusetts business trust (the "Fund"), and OPPENHEIMERFUNDS, INC. (hereinafter called "OFI").

GENERAL DISTRIBUTOR'S AGREEMENT
General Distributor's Agreement • June 28th, 2010 • Oppenheimer Emerging Growth Fund

OPPENHEIMER SMALL- & MID-CAP GROWTH FUND, a Massachusetts business trust (the "Fund"), is registered as an investment company under the Investment Company Act of 1940 (the "1940 Act"), and an indefinite number of one or more classes of its shares of beneficial interest ("Shares") have been registered under the Securities Act of 1933 (the "1933 Act") to be offered for sale to the public in a continuous public offering in accordance with the terms and conditions set forth in the Prospectus and Statement of Additional Information ("SAI") included in the Fund's Registration Statement as it may be amended from time to time (the "current Prospectus and/or SAI").

AMENDED AND RESTATED
Service Plan and Agreement • June 28th, 2010 • Oppenheimer Emerging Growth Fund

This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 26th day of October, 2005, revised as of the 30th day of June 2010, by and between Oppenheimer Small- & Mid-Cap Growth Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the "Distributor").

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