AMENDED AND RESTATED
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class C 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 C 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
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 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"). 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 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
0.0625% (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 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 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 Trust'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 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 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 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 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 of
the Independent Trustees and replaces the Fund's prior Amended and
Restated Distribution and Service Plan 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 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 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 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
