AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is dated as of the 3rd day of October, 2005, 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 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 ▇▇▇▇ ▇▇▇) 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 or at such other interval as deemed appropriate by the Distributor, 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 or other period will be reduced to the extent that
reimbursement payments otherwise permissible under the Plan have not been authorized by the Board for
that period. 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 or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or such
other period, 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 period 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 or at such other interval as deemed appropriate by the Distributor,
within forty-five (45) days of the end of each calendar quarter or other such period: (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 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 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 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 approved by a vote of the
Independent Trustees cast in person at a meeting called on October 3, 2005 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 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.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
By: /s/ ▇▇▇▇▇▇ ▇. Zack______
▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. Ruff_______
▇▇▇▇▇ ▇. ▇▇▇▇
President
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
▇▇▇▇▇▇▇▇▇▇▇ MidCap Fund
This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of
October, 2005, by and between ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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"), 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 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 ▇▇▇▇ ▇▇▇) 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
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 the period 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 for no more than six years (the "Maximum Holding Period"). 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 period in which its Qualified Holdings do not equal or exceed, at
the end of such period, 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
▇▇▇▇ ▇▇▇) 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, the Distributor shall make service fee payments to that Recipient quarterly or at such other
interval as deemed appropriate by the Distributor, within forty-five (45) days of the end of each calendar
quarter or other period, at a rate not to exceed 0.0625% (0.25% on an annual basis) of the average during the
period 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, within forty-five (45) days of the end of each calendar quarter or at such other
interval as deemed appropriate by the Distributor: (i) "Advance Service Fee Payments" at a rate not to
exceed 0.25% of the average during the calendar quarter or other period 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 period 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 period 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. 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 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, or at such other interval as deemed appropriate by the Distributor, within forty-five (45)
days after the end of each calendar quarter or other period, at a rate not to exceed 0.1875% (0.75% on an
annual basis) of the average during the period 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 no more than six years and for any minimum period that the Distributor may
establish. 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 increase or decrease the Maximum Holding Period, any Minimum Holding
Period or any 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 revised
current prospectus 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. 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 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 Directors.
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 ▇▇▇▇ ▇▇▇) 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 Amended and Restated Plan has been approved by
a vote of the Board and of the Independent Trustees and replaces the Fund's prior Amended and Restated
Distribution and Service Plan for Class B Shares. 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 ▇▇▇▇ ▇▇▇) 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 shareholder and Trustee liability for acts or obligations of the
Fund.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. Gillespie______________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ________________
▇▇▇▇▇ ▇. ▇▇▇▇, President
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
▇▇▇▇▇▇▇▇▇▇▇ MidCap Fund
This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of
October, 2005, by and between ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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 interpreted and defined in a manner consistent with the provisions and definitions contained
in (i) the Fund's ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, (▇▇) ▇▇▇ ▇▇▇▇ ▇▇▇, (▇▇▇) the Rule, (iv) 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 (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 ▇▇▇▇ ▇▇▇) 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 with respect to the payment of the Asset-Based Sales Charge
(defined below), 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. In the event that more than one
person or entity would otherwise qualify as Recipients as to the same Shares with respect to the payment of the
Asset-Based Sales Charge (defined below), 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. In the
event that more than one person or entity would otherwise qualify as Recipients as to the same Shares with
respect to the payment of the Service Fee (as defined below), the Recipient 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 up to 0.25% on an annual basis of the
average during the period 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). The Fund may make payments of an
"Asset-Based Sales Charge" of up to 0.0625% per month (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. 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 period in which its Qualified Holdings do not equal or exceed, at
the end of such period, 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 ▇▇▇▇ ▇▇▇) 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,
the Distributor shall make service fee payments to that Recipient quarterly or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or other period,
at a rate not to exceed 0.25% on an annual basis of the average during the period 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, within forty-five (45) days of the end of each calendar quarter or at such other interval as
deemed appropriate by the Distributor: (A) "Advance Service Fee Payments" at a rate not to exceed 0.25% of the
average during the calendar quarter or other period 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 period 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. 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, or at such other
interval as deemed appropriate by the Distributor, within forty-five (45) days after the end of each calendar
quarter or other period, at a rate not to exceed 0.1875% (0.75% on an annual basis) of the average during the
period 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 maximum 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
Statement of Additional Information or amendment to or revision of the prospectus or Statement of Additional
Information 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 that apply to such fees 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. 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 aggregate amount of 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 ▇▇▇▇ ▇▇▇) 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 Amended and Restated Plan has been approved
by a vote of the Board and its Independent Trustees and replaces the Fund's prior Amended and Restated
Distribution and Service Plan and Agreement for Class C shares. 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 ▇▇▇▇ ▇▇▇) 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 Trustee and shareholder liability for acts or obligations of the Fund.
▇▇▇▇▇▇▇▇▇▇▇ MidCap Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. Gillespie______________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ________________
▇▇▇▇▇ ▇. ▇▇▇▇, President
AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class N Shares of
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the 3rd day of
October, 2005, by and between ▇▇▇▇▇▇▇▇▇▇▇ MidCap 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 ▇▇▇▇ ▇▇▇) 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 the period 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 0.0208% (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 period in which its Qualified Holdings do not equal or exceed, at
the end of such period, 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 ▇▇▇▇ ▇▇▇) 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,
the Distributor shall make service fee payments to that Recipient quarterly or at such other interval as deemed
appropriate by the Distributor, within forty-five (45) days of the end of each calendar quarter or other period,
at a rate not to exceed 0.0625% (0.25% on an annual basis) of the average during the period 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, within forty-five (45) days of the end of each calendar quarter or at such other interval as deemed
appropriate by the Distributor: (A) "Advance Service Fee Payments" at a rate not to exceed 0.25% of the average
during the calendar quarter or other period 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
period 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 period 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. 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 may, at its sole option, make distribution assistance fee payments to each Recipient
quarterly, or at such other interval as deemed appropriate by the Distributor, within forty-five (45) days after
the end of each calendar quarter or other period, at a rate not to exceed 0.0625% (0.25% on an annual basis) of
the average during the period 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 may 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 ▇▇▇▇ ▇▇▇) 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 Amended and Restated Plan has been
approved by a vote of the Board and of the Independent Trustees and replaces the Fund's prior Distribution and
Service Plan for Class N Shares. 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 ▇▇▇▇ ▇▇▇) 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.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Fund
By: /s/ ▇▇▇▇▇▇▇ ▇. Gillespie______________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ ______________
▇▇▇▇▇ ▇. ▇▇▇▇, President