AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
With
OppenheimerFunds Distributor, Inc.
For Class B Shares of
Xxxxxxxxxxx Quest Balanced Fund, a Series of
Xxxxxxxxxxx Quest For Value Funds
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 Xxxxxxxxxxx Quest Balanced Fund (the "Fund"), a series of
Xxxxxxxxxxx Quest For Value Funds (the "Trust") 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
Trust's Board of Trustees who are not "interested persons" (as defined in
the 0000 Xxx) of the Trust 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 0000 Xxx) 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 Trust'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 Trust who are
not "interested persons" of the Trust ("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 Trustees.
5. Reports. While this Plan is in effect, the Treasurer of the Trust
shall provide written reports to the Trust'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 0000 Xxx) 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 0000 Xxx) 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 Trust
disclaiming shareholder and Trustee liability for acts or obligations of the
Fund.
Xxxxxxxxxxx Quest Balanced Fund, a series
of Xxxxxxxxxxx Quest For Value Funds
By: /s/ Xxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx, Assistant Secretary
OppenheimerFunds Distributor, Inc.
By: /s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
