SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx XxxXxx Fund
SERVICE PLAN AND AGREEMENT (the "Plan") dated the _____ day of
________, 1997, by and between Xxxxxxxxxxx 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 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 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 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.
(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 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 .0625% (.25% on an
annual basis) of the average during the calendar quarter of
the aggregate net asset value of the Shares computed as of the
close of each business day, of Qualified Holdings owned
beneficially or of record by the 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. 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 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 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 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 Trustees cast
in person at a meeting called on August 5, 1997 for the purpose of
voting on this Plan, and shall take effect on the date that the
Fund's Registration Statement is declared effective by the
Securities and Exchange Commission. Unless terminated as
hereinafter provided, it shall continue in effect until _________,
1998 and from year to year thereafter or as the Board may otherwise
determine only so long as such continuance is specifically approved
at least annually by the Board and its Independent Trustees by a
vote cast in person at a meeting called for the purpose of voting
on such continuance. This Plan may be terminated at any time by
vote of a majority of the Independent Trustees or by the vote of
the holders of a "majority" (as defined in the 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 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 XxxXxx Fund
By: _____________________________
Xxxxxx X. Xxxxxxx, Secretary
OppenheimerFunds Distributor, Inc.
By: _____________________________
Xxxxxxxxx X. Xxxx
Vice President & Secretary
ofmi\745.a
