AMENDED AND RESTATED
SERVICE PLAN AND AGREEMENT
with
OppenheimerFunds Distributor, Inc.
For Class A Shares of
Xxxxxxxxxxx Senior Floating Rate Fund
This Amended and Restated SERVICE PLAN AND AGREEMENT (the "Plan") is
dated as of the 28th day of October, 2005, by and between Xxxxxxxxxxx
Senior Floating Rate Fund (the "Fund") and OppenheimerFunds Distributor,
Inc. (the "Distributor").
1. The Plan. This Plan is the Fund's written service plan for its
Class A Shares described in the Fund's registration statement as of the
date this Plan takes effect, contemplated by and to comply with Rule
2830 of the Conduct Rules of the National Association of Securities
Dealers, Inc., pursuant to which the Fund will reimburse the
Distributor for a portion of its costs incurred in connection with the
personal service and maintenance of shareholder accounts ("Accounts")
that hold Class A Shares (the "Shares") of the Fund. The Fund may be
deemed to be acting as distributor of securities of which it is the
issuer, pursuant to Rule 12b-1 under the Investment Company Act of 1940
(the "1940 Act"), according to the terms of this Plan. The Distributor
is authorized under the Plan to pay "Recipients," as hereinafter
defined, for rendering services and for the maintenance of Accounts.
Such Recipients are intended to have certain rights as third-party
beneficiaries under this Plan.
2. Definitions. As used in this Plan, the following terms shall have
the following meanings:
(a) "Recipient" shall mean any broker, dealer, bank or other
institution which: (i) has rendered services in connection with
the personal service and maintenance of Accounts; (ii) shall
furnish the Distributor (on behalf of the Fund) with such
information as the Distributor shall reasonably request to answer
such questions as may arise concerning such service; and (iii) has
been selected by the Distributor to receive payments under the
Plan. Notwithstanding the foregoing, a majority of the Fund's
Board of Trustees (the "Board") who are not "interested persons"
(as defined in the 0000 Xxx) and who have no direct or indirect
financial interest in the operation of this Plan or in any
agreements relating to this Plan (the "Independent Trustees") may
remove any broker, dealer, bank or other institution as a
Recipient, whereupon such entity's rights as a third-party
beneficiary hereof shall terminate.
(b) "Qualified Holdings" shall mean, as to any Recipient, all
Shares owned beneficially or of record by: (i) such Recipient, or
(ii) such brokerage or other customers, or investment advisory or
other clients of such Recipient and/or accounts as to which such
Recipient is a fiduciary or custodian or co-fiduciary or
co-custodian (collectively, the "Customers"), but in no event
shall any such Shares be deemed owned by more than one Recipient
for purposes of this Plan. In the event that two entities would
otherwise qualify as Recipients as to the same Shares, the
Recipient which is the dealer of record on the Fund's books shall
be deemed the Recipient as to such Shares for purposes of this
Plan.
3. Payments.
(a) Under the Plan, the Fund will make payments to the
Distributor, within forty-five (45) days of the end of each
calendar quarter 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 0000 Xxx) of the Distributor if such affiliated
person qualifies as a Recipient.
The services to be rendered by the Distributor and
Recipients in connection with the personal service and the
maintenance of Accounts may include, but shall not be limited to,
the following: answering routine inquiries from the Recipient's
customers concerning the Fund, providing such customers with
information on their investment in Shares, assisting in the
establishment and maintenance of accounts or sub-accounts in the
Fund, making the Fund's investment plans and dividend payment
options available, and providing such other information and
customer liaison services and the maintenance of Accounts as the
Distributor or the Fund may reasonably request. It may be
presumed that a Recipient has provided services qualifying for
compensation under the Plan if it has Qualified Holdings of Shares
to entitle it to payments under the Plan. In the event that
either the Distributor or the Board should have reason to believe
that, notwithstanding the level of Qualified Holdings, a Recipient
may not be rendering appropriate services, then the Distributor,
at the request of the Board, shall require the Recipient to
provide a written report or other information to verify that said
Recipient is providing appropriate services in this regard. If
the Distributor still is not satisfied, it may take appropriate
steps to terminate the Recipient's status as such under the Plan,
whereupon such entity's rights as a third-party beneficiary
hereunder shall terminate.
Payments received by the Distributor from the Fund under the
Plan will not be used to pay any interest expense, carrying
charges or other financial costs, or allocation of overhead by the
Distributor, or for any other purpose other than for the payments
described in this Section 3. The amount payable to the
Distributor each quarter 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 other such 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
such other 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 0000 Xxx) of the Fund's outstanding voting securities of
the Class, on not more than sixty days written notice to any other party
to the agreement; (ii) such agreement shall automatically terminate in
the event of its "assignment" (as defined in the 1940 Act); (iii) it
shall go into effect when approved by a vote of the Board and its
Independent Trustees cast in person at a meeting called for the purpose
of voting on such agreement; and (iv) it shall, unless terminated as
herein provided, continue in effect from year to year only so long as
such continuance is specifically approved at least annually by the Board
and its Independent Trustees cast in person at a meeting called for the
purpose of voting on such continuance.
7. Effectiveness, Continuation, Termination and Amendment. This Plan
has been approved by a vote of the Independent Trustees cast in person
at a meeting called on October 28, 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 0000 Xxx) of the Fund's outstanding voting
securities of Class A. This Plan may not be amended to increase
materially the amount of payments to be made without approval of the
Class A Shareholders, in the manner described above, and all material
amendments must be approved by a vote of the Board and of the
Independent Trustees.
8. Disclaimer of Shareholder and Trustee Liability. The Distributor
understands that the obligations of the Fund under this Plan are not
binding upon any Trustee or shareholder of the Fund personally, but bind
only the Fund and the Fund's property. The Distributor represents that
it has notice of the provisions of the Declaration of Trust of the Fund
disclaiming shareholder and Trustee liability for acts or obligations of
the Fund.
Xxxxxxxxxxx Senior Floating Rate Fund
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx,
Vice President and Secretary
OppenheimerFunds Distributor, Inc.
By:/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx, President
