AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
▇▇▇▇▇▇▇▇▇▇▇ Select Value Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the
5th day of April, 2004, by and between ▇▇▇▇▇▇▇▇▇▇▇ MidCap 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
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described in the Fund's registration statement as of the date this Plan takes
effect, contemplated by and to comply with Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc., pursuant to which the Fund will
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
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following meanings:
(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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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
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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
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provide at least quarterly a written report to the Fund's Board for its review,
detailing the aggregate amount of payments made pursuant to this Plan 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
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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 ▇▇▇▇ ▇▇▇) 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
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approved by a vote of the Independent Trustees cast in person at a meeting called on
April 5, 2004 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 ▇▇▇▇ ▇▇▇) 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
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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.
▇▇▇▇▇▇▇▇▇▇▇ Select Value Fund
By: _____________________
▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________
▇▇▇▇▇ ▇. ▇▇▇▇
President
