AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C Shares of
Xxxxxxxxxxx Rising Dividends Fund, Inc.
This Amended and Restated Distribution and Service Plan and Agreement (the "Plan") is dated as of the
1st day of August, 2007, by and between Xxxxxxxxxxx Rising Dividends Fund, Inc. (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 Xxxxxxxxxxxx Xxxxxxxxx, (xx) xxx 0000 Xxx, (xxx) 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 Directors" shall mean the members of the Fund's Board of Directors who are not
"interested persons" (as defined in the 0000 Xxx) 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
and/or Service Fee (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.
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 Directors. 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 0000 Xxx) 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 Directors.
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 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 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 Directors 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 Directors 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 Directors 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 Directors 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 Directors. While this Plan is in effect, the selection and nomination of
persons to be Directors of the Fund who are not "interested persons" of the Fund ("Disinterested Directors")
shall be committed to the discretion of the incumbent Disinterested Directors. Nothing herein shall prevent the
incumbent Disinterested Directors 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 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 aggregate 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 Directors or by a vote of the holders of a "majority" (as defined in the 0000 Xxx) 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 Directors 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 Directors 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 Directors 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 Directors 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 Directors.
This Plan may be terminated at any time by a vote of a majority of the Independent Directors or by the
vote of the holders of a "majority" (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares.
In the event of such termination, the Board and its Independent Directors 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.
Xxxxxxxxxxx Rising Dividends Fund, Inc.
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx, Vice President & Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxxx Grill
Xxxxxx Grill, Senior Vice President
