EXHIBIT 15.9
FORM OF
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT
WITH
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
FOR CLASS C SHARES OF
XXXXXXXXXXX DISCIPLINED ALLOCATION FUND
DISTRIBUTION AND SERVICE PLAN AND AGREEMENT (the "Plan") dated the
1st day of May, 1996, by and between Xxxxxxxxxxx Series Fund, Inc.
(the "Company") on behalf of Xxxxxxxxxxx Disciplined Allocation
Fund (the "Fund") and OppenheimerFunds Distributor, Inc. (the
"Distributor").
1. THE PLAN. This Plan is the Fund's written distribution plan
for Class C shares of the Fund (the "Shares"), contemplated by
Rule 12b-1 (the "Rule") under the Investment Company Act of 1940
(the "1940 Act"), pursuant to which the Fund will compensate the
Distributor for a portion of its costs incurred 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 Distributor is authorized under the Plan to pay "Recipients,"
as hereinafter defined, for rendering (1) distribution assistance
in connection with the sale of Shares and/or (2) administrative
support services with respect to Accounts. Such Recipients are
intended to have certain rights as third-party beneficiaries under
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) Article III, Section 26, of the Rules of Fair Practice of
the National Association of Securities Dealers, Inc., or its
successor (the "NASD Rules of Fair Practice") 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
Securities and Exchange Commission.
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.
Notwithstanding the foregoing, a majority of the Company's
Board of Directors (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
Directors") may remove any broker, dealer, bank orother
person or entity as a Recipient, whereupon such person's or
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 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) The Fund will make payments to the Distributor, within
forty-five (45) days of the end of each calendar quarter, in
the aggregate amount (i) of 0.0625% (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 (the "Service Fee"), plus (ii)
0.1875% (0.75% 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 (the
"Asset Based Sales Charge"). Such Service Fee payments
received from the Fund will compensate the Distributor and
Recipients for providing administrative support services with
respect to Accounts. Such Asset Based Sales Charge payments
received from the Fund will compensate the Distributor and
Recipients for providing distribution assistance in
connection with the sale of Shares.
The administrative support services in connection with
the Accounts to be rendered by Recipients may include, but
shall not be limited to, the following: answering routine
inquiries concerning the Fund, assisting in establishing and
maintaining 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.
The distribution assistance in connection with the sale of
Shares to be rendered by Recipients may include, but shall
not be limited to, the following: distributing sales
literature and prospectuses other than those furnished to
current holders of the Fund's Shares ("Shareholders"), and
providing such other information and services in connection
with the distribution of Shares as the Distributor or the
Fund may reasonably request.
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
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
distribution assistance in connection with the sale of Shares
or administrative support services for the 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 still is not satisfied, 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.
(b) The Distributor shall make service fee payments to any
Recipient quarterly, within forty-five (45) days of the end
of each calendar quarter, at a rate not to exceed 0.0625%
(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 the minimum period
(the "Minimum Holding Period"), if any, to be set from time
to time by a majority of the Independent Directors.
Alternatively, the Distributor may, at its sole option, make
service fee payments ("Advance Service Fee Payments") to any
Recipient quarterly, within forty-five (45) days of the end
of each calendar quarter, at a rate not to exceed (i) 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 (ii) 0.0625% (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, subject to
reduction or chargeback so that the Advance Service Fee
Payments do not exceed the limits on payments to Recipients
that are, or may be, imposed by Article III, Section 26, of
the NASD Rules of Fair Practice. In the event Shares are
redeemed less than one year after the date such Shares were
sold, the Recipient is obligated and will repay to 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 Advance Service Fee Payments described in part (i) of the
preceding sentence may, at the Distributor's sole option, be
made more often than quarterly, and sooner than the end of
the calendar quarter. In addition, the Distributor shall
make asset-based sales charge payments to any Recipient
quarterly, within forty-five (45) days of the end of each
calendar quarter, at a rate not to exceed 0.1875% (0.75% 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 its
Customers for a period of more than one (1) year. However, no
such service fee or asset-based sales charge payments
(collectively, the "Recipient Payments") shall be made to any
Recipient for any such quarter 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
Directors.
A majority of the Independent Directors may at any time or
from time to time decrease and thereafter adjust 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 Minimum Holding
Period or the Minimum Qualified Holdings. The Distributor
shall notify all Recipients of the Minimum Qualified Holdings
or Minimum Holding Period, if any, and the rates of Recipient
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. 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.
(c) The Service Fee and the Asset-Based Sales Charge on
Shares are subject to reduction or elimination of such
amounts under the limits to which the Distributor is, or may
become, subject under Article III, Section 26, of the NASD
Rules of Fair Practice. The distribution assistance and
administrative support services in connection with the sale
of Shares to be rendered by the Distributor 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 sell Shares, and/or paying such persons Advance
Service Fee Payments in advance of, and/or 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; (iv) paying
other direct distribution costs of the type approved by the
Board, including without limitation the costs of sales
literature, advertising and prospectuses (other than those
furnished to current Shareholders) and state "blue sky"
registration expenses; and (v) providing any service rendered
by the Distributor that a Recipient may render pursuant to
part (a) of this Section 3. Such services include
distribution assistance and administrative support services
rendered in connection with Shares acquired (i) by purchase,
(ii) in exchange for shares of another investment company for
which the Distributor serves as distributor or sub-
distributor, or (iii) pursuant to a plan of reorganization to
which the Fund is a party. In the event that the Board
should have reason to believe 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.
(d) 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, from Asset Based
Sales Charge payments or from its borrowings.
(e) 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. In no event shall the
amounts to be paid to the Distributor exceed the rate of fees
to be paid by the Fund to the Distributor set forth in
paragraph (a) of this section 3.
4. SELECTION AND NOMINATION OF DIRECTORS. While this Plan is in
effect, the selection and nomination of those persons to be
Directors of the Company who are not "interested persons" of the
Fund ("Disinterested Directors") shall be committed to the
discretion of such Disinterested Directors. Nothing herein shall
prevent the Disinterested Directors 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 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 services rendered in connection with the
distribution of Shares, the amount of all payments made 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 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
Directors 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
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
Plan has been approved by a vote of the Board and its Independent
Directors cast in person at a meeting called on February 26, 1996,
for the purpose of voting on this Plan, and takes effect as of the
date first set forth above. Unless terminated as hereinafter
provided, it shall continue in effect from year to year from the
date first set forth above or as theBoard may otherwise determine
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 without approval of the Class C
Shareholders, in the manner described above, 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
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 voting securities of the Class. In the event
of such termination, the Board and its Independent Directors shall
determine whether the Distributor is 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 Series Fund, Inc.
(on behalf of Xxxxxxxxxxx Disciplined
Allocation Fund)
By:____________________________________
OppenheimerFunds Distributor, Inc.
By:____________________________________
SCHEDULE OF DISTRIBUTION AND SERVICE PLANS FOR CLASS C SHARES
Due to the substantial similarity of the Distribution and
Service Plan and Agreement ("Distribution and Service Plan") with
OppenheimerFunds Distributor, Inc. for Class C Shares of the
respective series of the Registrant, the following form of
Distribution and Service Plan for Class C Shares on behalf of
Xxxxxxxxxxx Disciplined Allocation Fund and this schedule of
omitted documents is filed in accordance with the requirements of
Rule 8b-31 under the Investment Company Act of 1940.
1. Distribution and Service Plan for Class C Shares for
Connecticut Mutual Government Securities Account.
2. Distribution and Service Plan for Class C Shares for
Connecticut Mutual Income Account.
3. Distribution and Service Plan for Class C Shares for
Xxxxxxxxxxx Disciplined Value Fund.
4. Distribution and Service Plan for Class C Shares for
Xxxxxxxxxxx LifeSpan Growth Fund.
5. Distribution and Service Plan for Class C Shares for
Xxxxxxxxxxx LifeSpan Balanced Fund.
6. Distribution and Service Plan for Class C Shares for
Xxxxxxxxxxx LifeSpan Income Fund.
